UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-K
 
 [X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE
ACT OF 1934
 
 For the fiscal year endedDecember 31, 2008
 
 or
 
 [  ]
TRANSITION REPORT PURSUANT 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 charter,Commission
                                                                                            
                                                                                            state
      of incorporation, address of principal
                                                                                            
                                                                                            I.R.S.
      EmployerFile
      Number
                                                                                            
                                                                                            executive
      offices and telephone number
                                                                                            
                                                                                            Identification
      Number001-32206
                                                                                            
                                                                                            GREAT
      PLAINS ENERGY INCORPORATED
                                                                                            
                                                                                            43-1916803(A
      Missouri Corporation)1201
      Walnut StreetKansas
      City, Missouri  64106(816)
      556-2200www.greatplainsenergy.com000-51873
                                                                                            
                                                                                            KANSAS
      CITY POWER & LIGHT COMPANY
                                                                                            
                                                                                            44-0308720(A
      Missouri Corporation)1201
      Walnut StreetKansas
      City, Missouri  64106(816)
      556-2200www.kcpl.com
 
 Each
of the following classes or series of securities registered pursuant to Section
12(b) of the Act is registered on the New York Stock Exchange:
 
 Registrant
                                                                                                  Title of each classGreat
      Plains Energy Incorporated
                                                                                                  Cumulative
      Preferred Stock par value $100 per share
                                                                                                  3.80%Cumulative
      Preferred Stock par value $100 per share
                                                                                                  4.50%Cumulative
      Preferred Stock par value $100 per share
                                                                                                  4.35%Common
      Stock without par value
 
 Securities
registered pursuant to Section 12(g) of the Act: Kansas City Power & Light
Company Common Stock without par value.
 
 
  
 
 Indicate
      by check mark if the registrant is a well-known seasoned issuer, as
      defined in Rule 405 of the Securities Act.Great
      Plains Energy Incorporated
                                                                                                                          Yes
                                                                                                                          X
                                                                                                                          No
                                                                                                                          _
                                                                                                                          
                                                                                                                          Kansas
      City Power & Light Company
                                                                                                                          Yes
                                                                                                                          _
                                                                                                                          No
                                                                                                                          XIndicate
      by check mark if the registrant is not required to file reports pursuant
      to Section 13 or Section 15(d) of the Act.Great
      Plains Energy Incorporated
                                                                                                                          Yes
                                                                                                                          _
                                                                                                                          No
                                                                                                                          X
                                                                                                                          
                                                                                                                          Kansas
      City Power & Light Company
                                                                                                                          Yes
                                                                                                                          _
                                                                                                                          No
                                                                                                                          XIndicate
      by check mark whether the registrant (1) has filed all reports required to
      be filed by Section 13 or 15(d) of theSecurities
      Exchange Act of 1934 during the preceding 12 months (or for such shorter
      period that the registrant was required tofile
      such reports), and (2) has been subject to such filing requirements for
      the past 90 days.Great
      Plains Energy Incorporated
                                                                                                                          Yes
                                                                                                                          X
                                                                                                                          No
                                                                                                                          _
                                                                                                                          
                                                                                                                          Kansas
      City Power & Light Company
                                                                                                                          Yes
                                                                                                                          X
                                                                                                                          No
                                                                                                                          _Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K is not contained herein, and willnot
      be contained, to the best of registrant’s knowledge, in definitive proxy
      or information statements incorporated by referencein
      Part III of this Form 10-K or any amendment to the Form
    10-K.Great
      Plains Energy Incorporated
                                                                                                                          _
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          Kansas
      City Power & Light Company
                                                                                                                          XIndicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer or a non-accelerated
    filer.  Seedefinition
      of “accelerated filer and large accelerated filer” in Rule 12b-2 of the
      Exchange Act.Great
      Plains Energy Incorporated
                                                                                                                          Large
      accelerated filer
                                                                                                                          X
                                                                                                                          Accelerated
      filer
                                                                                                                          _Non-accelerated
      filer
                                                                                                                          _
                                                                                                                          Smaller
      reporting company
                                                                                                                          _Kansas
      City Power & Light Company
                                                                                                                          Large
      accelerated filer
                                                                                                                          _
                                                                                                                          Accelerated
      filer
                                                                                                                          _Non-accelerated
      filer
                                                                                                                          X
                                                                                                                          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
                                                                                                                          _
                                                                                                                          No
                                                                                                                          X
                                                                                                                          
                                                                                                                          Kansas
      City Power & Light Company
                                                                                                                          Yes
                                                                                                                          _
                                                                                                                          No
                                                                                                                          XThe
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates of Great Plains EnergyIncorporated
      (based on the closing price of its common stock on the New York Stock
      Exchange on June 30, 2008) wasapproximately
      $2,187,259,374.  All of the common equity of Kansas City Power
      & Light Company is held by Great PlainsEnergy
      Incorporated, an affiliate of Kansas City Power & Light
      Company.On
      February 23, 2009, Great Plains Energy Incorporated had 119,215,561 shares
      of common stock outstanding.On
      February 23, 2009, Kansas City Power & Light Company had one share of
      common stock outstandingand
      held by Great Plains Energy Incorporated.Kansas
      City Power & Light Company meets the conditions set forth in General
      Instruction (I)(1)(a) and (b) of
                                                                                                                            Form
      10-K and is therefore filing this Form 10-K with the reduced disclosure
      format.Documents
      Incorporated by ReferencePortions
      of the 2009 annual meeting proxy statement of Great
      Plains Energy Incorporated to be filed with the Securities
      andExchange
      Commission are incorporated by reference in Part III of this
      report.
  
  TABLE
      OF CONTENTSPageNumberCautionary
      Statements Regarding Forward-Looking Information
                                                                                          
                                                                                          3Glossary
      of Terms
                                                                                          
                                                                                          4PART IItem
      1
                                                                                          Business
                                                                                          
                                                                                          6Item
      1A
                                                                                          Risk
      Factors
                                                                                          
                                                                                          11Item
      1B
                                                                                          Unresolved
      Staff Comments
                                                                                          
                                                                                          21Item
      2
                                                                                          Properties
                                                                                          
                                                                                          22Item
      3
                                                                                          Legal
      Proceedings
                                                                                          
                                                                                          23Item
      4
                                                                                          Submission
      of Matters to a Vote of Security Holders
                                                                                          
                                                                                          23PART IIItem
      5
                                                                                          Market
      for Registrant's Common Equity, Related Stockholder
Mattersand
      Issuer Purchases of Equity Securities
                                                                                          
                                                                                          24Item
      6
                                                                                          Selected
      Financial Data
                                                                                          
                                                                                          26Item
      7
                                                                                          Management's
      Discussion and Analysis of Financial Conditionand
      Results of Operations
                                                                                          
                                                                                          27Item
      7A
                                                                                          Quantitative
      and Qualitative Disclosures About Market Risk
                                                                                          
                                                                                          54Item
      8
                                                                                          Consolidated
      Financial Statements and Supplementary DataGreat
      Plains EnergyConsolidated
      Statements of Income
                                                                                          
                                                                                          57Consolidated
      Balance Sheets
                                                                                          
                                                                                          58Consolidated
      Statements of Cash Flows
                                                                                          
                                                                                          60Consolidated
      Statements of Common Shareholders' Equity
                                                                                          
                                                                                          61Consolidated
      Statements of Comprehensive Income
                                                                                          
                                                                                          62Kansas
      City Power & Light CompanyConsolidated
      Statements of Income
                                                                                          
                                                                                          63Consolidated
      Balance Sheets
                                                                                          
                                                                                          64Consolidated
      Statements of Cash Flows
                                                                                          
                                                                                          66Consolidated
      Statements of Common Shareholder's Equity
                                                                                          
                                                                                          67Consolidated
      Statements of Comprehensive Income
                                                                                          
                                                                                          68Great
      Plains EnergyKansas
      City Power & Light CompanyNotes
      to Consolidated Financial Statements
                                                                                          
                                                                                          69Item
      9
                                                                                          Changes
      in and Disagreements With Accountants on Accountingand
      Financial Disclosure
                                                                                          
                                                                                          139Item
      9A
                                                                                          Controls
      and Procedures
                                                                                          
                                                                                          139Item
      9A (T)
                                                                                          Controls
      and Procedures
                                                                                          
                                                                                          141Item
      9B
                                                                                          Other
      Information
                                                                                          
                                                                                          143PART IIIItem
      10
                                                                                          Directors,
      Executive Officers and Corporate Governance
                                                                                          
                                                                                          143Item
      11
                                                                                          Executive
      Compensation
                                                                                          
                                                                                          144Item
      12
                                                                                          Security
      Ownership of Certain Beneficial Owners and Managementand
      Related Stockholder Matters
                                                                                          
                                                                                          144Item
      13
                                                                                          Certain
      Relationships and Related Transactions, and Director
      Independence
                                                                                          
                                                                                          144Item
      14
                                                                                          Principal
      Accounting Fees and Services
                                                                                          
                                                                                          144PART IVItem
      15
                                                                                          Exhibits
      and Financial Statement Schedules
                                                                                          
                                                                                          146 2
 This
combined annual report on Form 10-K 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.
  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 the Comprehensive Energy
Plan and other matters affecting future operations.  In connection
with the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995, the registrants 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 any economic
recovery; prices and availability of electricity in regional and national
wholesale markets; market perception of the energy industry, Great Plains
Energy, KCP&L and GMO; changes in business strategy, operations or
development plans; 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 KCP&L and GMO 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; 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; increased competition including, but not limited to, retail
choice in the electric utility industry and the entry of new competitors;
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; ability to
achieve generation planning goals and the occurrence and duration of planned and
unplanned generation outages; delays in the anticipated in-service dates and
cost increases of additional generating capacity and environmental projects;
nuclear operations; workforce risks, including, but not limited to, retirement
compensation and benefits costs; the ability to successfully integrate KCP&L
and GMO operations and the timing and amount of resulting synergy savings; and
other risks and uncertainties.
  This
list of factors is not all-inclusive because it is not possible to predict all
factors.  Part I Item 1A Risk Factors included in this report should
be carefully read for further understanding of potential risks for each of Great
Plains Energy and KCP&L.  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.  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.
 3
 GLOSSARY
OF TERMS
  The
following is a glossary of frequently used abbreviations or acronyms that are
found throughout this report.
  Abbreviation or Acronym
                                                                                                  
                                                                                                  DefinitionAFUDC
                                                                                                  
                                                                                                  Allowance
      for Funds Used During ConstructionAquila
      or GMO
                                                                                                  
                                                                                                  Aquila,
      Inc., a wholly owned subsidiary of Great Plains Energy as of July 14,
      2008,which changed its name to KCP&L Greater Missouri Operations Company
      (GMO)ARO
                                                                                                  
                                                                                                  Asset
      Retirement ObligationBART
                                                                                                  
                                                                                                  Best
      available retrofit technologyBlack
      Hills
                                                                                                  
                                                                                                  Black
      Hills CorporationCAIR
                                                                                                  
                                                                                                  Clean
      Air Interstate RuleCAMR
                                                                                                  
                                                                                                  Clean
      Air Mercury RuleClean
      Air Act
                                                                                                  
                                                                                                  Clean
      Air Act Amendments of 1990CO2
                                                                                                  
                                                                                                  Carbon
      DioxideCollaboration
      Agreement
                                                                                                  
                                                                                                  Agreement
      among KCP&L, the Sierra Club and the Concerned
                                                                                                    Citizens
      of Platte CountyCompany
                                                                                                  
                                                                                                  Great
      Plains Energy Incorporated and its subsidiariesDOE
                                                                                                  
                                                                                                  Department
      of EnergyEBITDA
                                                                                                  
                                                                                                  Earnings
      before interest, income taxes, depreciation and
    amortizationECA
                                                                                                  
                                                                                                  Energy
      Cost AdjustmentEEI
                                                                                                  
                                                                                                  Edison
      Electric InstituteEIRR
                                                                                                  
                                                                                                  Environmental
      Improvement Revenue RefundingEPA
                                                                                                  
                                                                                                  Environmental
      Protection AgencyEPS
                                                                                                  
                                                                                                  Earnings
      per common shareERISA
                                                                                                  
                                                                                                  Employee
      Retirement Income Security Act of 1974, as amendedFAC
                                                                                                  
                                                                                                  Fuel
      Adjustment ClauseFASB
                                                                                                  
                                                                                                  Financial
      Accounting Standards BoardFELINE
      PRIDESSM
                                                                                                  
                                                                                                  Flexible
      Equity Linked Preferred Increased Dividend Equity
    Securities,a
      service mark of Merrill Lynch & Co., Inc.FERC
                                                                                                  
                                                                                                  The
      Federal Energy Regulatory CommissionFGIC
                                                                                                  
                                                                                                  Financial
      Guaranty Insurance CompanyFIN
                                                                                                  
                                                                                                  Financial
      Accounting Standards Board InterpretationFSP
                                                                                                  
                                                                                                  Financial
      Accounting Standards Board Staff PositionFSS
                                                                                                  
                                                                                                  Forward
      Starting SwapsGAAP
                                                                                                  
                                                                                                  Generally
      Accepted Accounting PrinciplesGreat
      Plains Energy
                                                                                                  
                                                                                                  Great
      Plains Energy Incorporated and its subsidiariesHoldings
                                                                                                  
                                                                                                  DTI
      Holdings, Inc.HSS
                                                                                                  
                                                                                                  Home
      Service Solutions Inc., a wholly owned subsidiary of KLT,
    Inc.IEC
                                                                                                  
                                                                                                  Innovative
      Energy Consultants Inc., a former wholly owned subsidiary
                                                                                                    of
      Great Plains EnergyISO
                                                                                                  
                                                                                                  Independent
      System OperatorKCC
                                                                                                  
                                                                                                  The
      State Corporation Commission of the State of KansasKCP&L
                                                                                                  
                                                                                                  Kansas
      City Power & Light Company, a wholly owned subsidiary
                                                                                                    of
      Great Plains Energy
 4
 Abbreviation or Acronym
                                                                                                
                                                                                                DefinitionKDHE
                                                                                                
                                                                                                Kansas
      Department of Health and EnvironmentKLT
      Gas
                                                                                                
                                                                                                KLT
      Gas Inc., a wholly owned subsidiary of KLT Inc.KLT
      Inc.
                                                                                                
                                                                                                KLT
      Inc., a wholly owned subsidiary of Great Plains EnergyKLT
      Investments
                                                                                                
                                                                                                KLT
      Investments Inc., a wholly owned subsidiary of KLT Inc.KLT
      Telecom
                                                                                                
                                                                                                KLT
      Telecom Inc, a former wholly owned subsidiary of KLT
  Inc.KW
                                                                                                
                                                                                                KilowattkWh
                                                                                                
                                                                                                Kilowatt
      hourMAC
                                                                                                
                                                                                                Material
      Adverse ChangeMD&A
                                                                                                
                                                                                                Management’s
      Discussion and Analysis of Financial Condition andResults
      of OperationsMDNR
                                                                                                
                                                                                                Missouri
      Department of Natural ResourcesMGP
                                                                                                
                                                                                                Manufactured
      gas plantMISO
                                                                                                
                                                                                                Midwest
      Independent Transmission System Operator, Inc.MPS
      Merchant
                                                                                                
                                                                                                MPS
      Merchant Services, Inc., a wholly owned subsidiary of
  GMOMPSC
                                                                                                
                                                                                                Public
      Service Commission of the State of MissouriMW
                                                                                                
                                                                                                MegawattMWh
                                                                                                
                                                                                                Megawatt
      hourNERC
                                                                                                
                                                                                                North
      American Electric Reliability CorporationNEIL
                                                                                                
                                                                                                Nuclear
      Electric Insurance LimitedNOx
                                                                                                
                                                                                                Nitrogen
      OxideNPNS
                                                                                                
                                                                                                Normal
      Purchases and Normal SalesNRC
                                                                                                
                                                                                                Nuclear
      Regulatory CommissionNYMEX
                                                                                                
                                                                                                New
      York Mercantile ExchangeOCI
                                                                                                
                                                                                                Other
      Comprehensive IncomePCB
                                                                                                
                                                                                                Polychlorinated
      biphenylsPPA
                                                                                                
                                                                                                Pension
      Protection Act of 2006PRB
                                                                                                
                                                                                                Powder
      River BasinPURPA
                                                                                                
                                                                                                Public
      Utility Regulatory Policy ActQCA
                                                                                                
                                                                                                Quarterly
      Cost AdjustmentReceivables
      Company
                                                                                                
                                                                                                Kansas
      City Power & Light Receivables Company, a wholly owned
                                                                                                  subsidiary
      of KCP&LRTO
                                                                                                
                                                                                                Regional
      Transmission OrganizationSEC
                                                                                                
                                                                                                Securities
      and Exchange CommissionServices
                                                                                                
                                                                                                Great
      Plains Energy Services Incorporated, a wholly owned subsidiary
      of
                                                                                                  Great
      Plains EnergySFAS
                                                                                                
                                                                                                Statement
      of Financial Accounting StandardsSIP
                                                                                                
                                                                                                State
      Implementation PlanSO2
                                                                                                
                                                                                                Sulfur
      DioxideSPP
                                                                                                
                                                                                                Southwest
      Power Pool, Inc.STB
                                                                                                
                                                                                                Surface
      Transportation BoardStrategic
      Energy
                                                                                                
                                                                                                Strategic
      Energy, L.L.C., a former subsidiary of KLT Energy
  ServicesSyncora
                                                                                                
                                                                                                Syncora
      Guarantee Inc. (formerly XL Capital Assurance, Inc.)T
      - Lock
                                                                                                
                                                                                                Treasury
      LockUnion
      Pacific
                                                                                                
                                                                                                Union
      Pacific Railroad CompanyWCNOC
                                                                                                
                                                                                                Wolf
      Creek Nuclear Operating CorporationWestar
                                                                                                
                                                                                                Westar
      Energy, Inc., a Kansas utility companyWolf
      Creek
                                                                                                
                                                                                                Wolf
      Creek Generating Station 5
 PART
I
  ITEM
1.  BUSINESS
  General
 Great
Plains Energy Incorporated and Kansas City Power & Light Company are
separate registrants filing this combined annual report.  The terms
“Great Plains Energy,” “Company,” and “KCP&L” 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.
  Information
in other Items of this report as to which reference is made in this Item 1. is
hereby incorporated by reference in this Item 1.  The use of terms
such as “see” or “refer to” shall be deemed to incorporate into this Item 1. the
information to which such reference is made.
  GREAT
PLAINS ENERGY INCORPORATED
  Great
Plains Energy, a Missouri corporation incorporated in 2001 and headquartered in
Kansas City, Missouri, 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 wholly owned subsidiary, Kansas City
      Power & Light Receivables Company (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 wholly
      owns MPS Merchant Services, Inc. (MPS Merchant), which has certain
      long-term natural gas contracts remaining from its former non-regulated
      trading operations.  Great Plains Energy acquired GMO on July
      14, 2008.  See Note 2 to the consolidated financial statements
      for additional information.
  ·
                                                                                            Great
      Plains Energy Services Incorporated (Services) provides services at cost
      to Great Plains Energy and its subsidiaries.  Effective December
      16, 2008, Services employees were transferred to
      KCP&L.  Services continues to obtain certain goods and
      third-party services for its affiliated
  companies.
  ·
                                                                                            KLT
      Inc. is an intermediate holding company that primarily holds investments
      in affordable housing limited partnerships.  KLT Inc. also
      wholly owns KLT Gas Inc. and Home Service Solutions Inc., which have no
      active operations.  KLT Telecom Inc., a wholly owned subsidiary
      of KLT Inc., was dissolved in December
2008.
  On
June 2, 2008, Great Plains Energy completed the sale of Strategic Energy, L.L.C.
(Strategic Energy).  Strategic Energy is accounted for as discontinued
operations for all periods presented.  See Note 24 to the consolidated
financial statements for additional information.  Great Plains Energy
indirectly owned 100% of Strategic Energy through its wholly owned subsidiaries
KLT Inc. and Innovative Energy Consultants Inc. (IEC).  IEC did not
own or operate any assets other than its indirect interest in Strategic
Energy.  IEC was merged into KLT Inc. in July 2008.
  Great
Plains Energy’s sole reportable business segment is electric
utility.  As presented herein for periods prior to 2008, Great Plains
Energy’s electric utility segment is the same as the previously reported
KCP&L segment.  For information regarding the revenues, income and
assets attributable to the electric utility business segment, see Note 23 to the
consolidated financial statements.  Comparative financial information
and discussion regarding the
 6
 electric
utility business segment can be found in Item 7. Management’s Discussion and
Analysis of Financial Condition and Results of Operations
(MD&A).
  ELECTRIC
UTILITY
 The
electric utility segment consists of KCP&L, a regulated utility, and, since
the July 14, 2008, acquisition date, GMO’s regulated utility operations which
include its Missouri Public Service and St. Joseph Light & Power
divisions.  Electric utility serves over 820,000 customers located in
western Missouri and eastern Kansas.  Customers include approximately
722,000 residences, 96,000 commercial firms, and 2,800 industrials,
municipalities and other electric utilities.  Electric utility’s
retail revenues averaged approximately 83% of its total operating revenues over
the last three years.  Since the July 14, 2008, acquisition of GMO,
electric utility’s retail revenues averaged 85% of its total operating
revenues.  Wholesale firm power, bulk power sales and miscellaneous
electric revenues accounted for the remainder of electric utility’s
revenues.  Electric utility is significantly impacted by seasonality
with approximately one-third of its retail revenues recorded in the third
quarter.  Electric utility’s total electric revenues were 100% of
Great Plains Energy’s revenues over the last three years.  Electric
utility’s net income accounted for approximately 120%, 130% and 109% of Great
Plains Energy’s income from continuing operations in 2008, 2007 and 2006,
respectively.
  Regulation
 KCP&L
and GMO are regulated by the Public Service Commission of the State of Missouri
(MPSC), and KCP&L is also regulated by The State Corporation Commission of
the State of Kansas (KCC), with respect to retail rates, certain accounting
matters, standards of service and, in certain cases, the issuance of securities,
certification of facilities and service territories.  KCP&L and
GMO are also subject to regulation by the Federal Energy Regulatory Commission
(FERC), Southwest Power Pool, Inc. (SPP) and North American Electric Reliability
Corporation (NERC).  KCP&L has a 47% ownership interest in the
Wolf Creek Generating Station (Wolf Creek), which is subject to regulation by
the Nuclear Regulatory Commission (NRC), with respect to licensing, operations
and safety-related requirements.
  Missouri
and Kansas jurisdictional retail revenues averaged approximately 70% and 30%,
respectively, of electric utility’s total retail revenues since the July 14,
2008, acquisition of GMO.  See Item 7. MD&A, Critical Accounting
Policies section and Note 7 to the consolidated financial statements for
additional information concerning regulatory matters.
  In
September 2008, KCP&L filed requests for annual rate increases with the MPSC
and KCC and GMO filed requests for annual rate increases with the MPSC, with new
rates expected to be effective in the third quarter of 2009.  See Note
7 to the consolidated financial statements for additional
information.
  Competition
 Missouri
and Kansas continue on the fully integrated utility model and no legislation
authorizing retail choice has been introduced in Missouri or Kansas for several
years.  As a result, electric utility does not compete with others to
supply and deliver electricity in its franchised service territory, although
other sources of energy can provide alternatives to electric utility
customers.  If Missouri or Kansas were to pass and implement
legislation authorizing or mandating retail choice, electric utility may no
longer be able to apply regulated utility accounting principles to deregulated
portions of its operations and may be required to write off certain regulatory
assets and liabilities.
  Electric
utility competes in the wholesale market to sell power in circumstances when the
power it generates is not required for customers in its service
territory.  In this regard, electric utility competes with owners of
other generating stations and other power suppliers, principally utilities in
its region, on the basis of availability and price.  Electric
utility’s wholesale revenues averaged approximately 16% of its total revenues
over the last three years.
 7
 Power
Supply
 Electric
utility has over 6,000 MWs of generating capacity.  The projected peak
summer demand for 2009 is 5,511 MW.  Electric utility expects to meet
its projected capacity requirements for the years 2009 and 2010 with its
generation assets, capacity purchases and demand-side management and efficiency
programs.  As part of KCP&L’s Comprehensive Energy Plan, electric
utility expects to have Iatan No. 2, a coal-fired plant, in service in 2010,
which will add approximately 620 MW (electric utility’s share) to electric
utility’s generating capacity.
  KCP&L
is a member of the SPP.  SPP is a Regional Transmission Organization
(RTO) mandated by FERC to ensure reliable supply of power, adequate transmission
infrastructure and competitive wholesale prices of electricity.  As a
member of the SPP, KCP&L is required to maintain a capacity margin of at
least 12% of its projected peak summer demand.  This net positive
supply of capacity and energy is maintained through its generation assets and
capacity, power purchase agreements and peak demand reduction
programs.  The capacity margin is designed to ensure the reliability
of electric energy in the SPP region in the event of operational failure of
power generating units utilized by the members of the SPP.
  Fuel
 The
principal fuel sources for electric utility’s electric generation are coal and
nuclear fuel.  It is expected, with normal weather, that approximately
93% of 2009 generation will come from these sources with the remainder provided
by wind, natural gas and oil.  The actual 2008 and estimated 2009 fuel
mix and delivered cost in cents per net kWh generated are in the following
table.
 Fuel
      cost in cents perFuel
      Mix (a)
                                                                                                                            
                                                                                                                            net
      kWh generatedEstimated
                                                                                                                            
                                                                                                                            Actual
                                                                                                                            
                                                                                                                            Estimated
                                                                                                                            
                                                                                                                            ActualFuel
                                                                                                                            2009
                                                                                                                            
                                                                                                                            2008
                                                                                                                            
                                                                                                                            2009
                                                                                                                            
                                                                                                                            2008Coal
                                                                                                                            
                                                                                                                            76
                                                                                                                            %
                                                                                                                            
                                                                                                                            
                                                                                                                            76
                                                                                                                            %
                                                                                                                            
                                                                                                                            
                                                                                                                            1.61
                                                                                                                            
                                                                                                                            
                                                                                                                            
                                                                                                                            1.43Nuclear
                                                                                                                            
                                                                                                                            17
                                                                                                                            
                                                                                                                            
                                                                                                                            
                                                                                                                            18
                                                                                                                            
                                                                                                                            
                                                                                                                            
                                                                                                                            0.48
                                                                                                                            
                                                                                                                            
                                                                                                                            
                                                                                                                            0.46Coal
      and natural gas
                                                                                                                            
                                                                                                                            3
                                                                                                                            
                                                                                                                            
                                                                                                                            
                                                                                                                            1
                                                                                                                            
                                                                                                                            
                                                                                                                            
                                                                                                                            7.29
                                                                                                                            
                                                                                                                            
                                                                                                                            
                                                                                                                            4.72Natural
      gas and oil
                                                                                                                            
                                                                                                                            2
                                                                                                                            
                                                                                                                            
                                                                                                                            
                                                                                                                            3
                                                                                                                            
                                                                                                                            
                                                                                                                            
                                                                                                                            9.14
                                                                                                                            
                                                                                                                            
                                                                                                                            
                                                                                                                            7.85Wind
                                                                                                                            
                                                                                                                            2
                                                                                                                            
                                                                                                                            
                                                                                                                            
                                                                                                                            2
                                                                                                                            
                                                                                                                            
                                                                                                                            
                                                                                                                            -
                                                                                                                            
                                                                                                                            
                                                                                                                            
                                                                                                                            -Total
      Generation
                                                                                                                            
                                                                                                                            100
                                                                                                                            %
                                                                                                                            
                                                                                                                            
                                                                                                                            100
                                                                                                                            %
                                                                                                                            
                                                                                                                            
                                                                                                                            1.83
                                                                                                                            
                                                                                                                            
                                                                                                                            
                                                                                                                            1.44(a)
      Fuel mix based on percent of total MWhs
  generated.
 GMO’s
retail rates and KCP&L’s retail rates in Kansas contain certain fuel
recovery mechanisms.  KCP&L’s Missouri retail rates do not contain
a fuel recovery mechanism.  To the extent the price of fuel or
purchased power increases significantly, or if electric utility’s lower cost
units do not meet anticipated availability levels, Great Plains Energy’s net
income may be adversely affected unless and until the increased cost could be
reflected in KCP&L’s Missouri retail rates.  Additionally, GMO’s
retail rates and KCP&L’s retail rates in Missouri reflect a set level of
non-firm wholesale electric sales margin.  KCP&L and GMO will not
recover any shortfall in non-firm wholesale electric sales margin and for
KCP&L, any amount of margin above the level reflected in Missouri retail
rates will be returned to KCP&L Missouri retail customers in a future rate
case.
  Coal
 During
2009, electric utility’s generating units, including jointly owned units, are
projected to burn approximately 15 million tons of coal.  KCP&L
and GMO have entered into coal-purchase contracts with various suppliers in
Wyoming's Powder River Basin (PRB), the nation's principal supply region of
low-sulfur coal, and with local suppliers.  The coal to be provided
under these contracts will satisfy almost all of the projected coal requirements
for 2009 and approximately 60% for 2010, 40% for 2011 and 25% for each of 2012
and 2013.  The remainder of the coal requirements will be fulfilled
through additional contracts or spot market purchases.  KCP&L and
GMO have entered into coal contracts over time at higher average prices
affecting coal costs for 2009 and beyond.
 8
 KCP&L
and GMO have also entered into rail transportation contracts with various
railroads to transport coal from the PRB to their generating
units.  The transportation services to be provided under these
contracts will satisfy approximately 75% of the projected requirements for 2009
and approximately 65% for 2010.  The majority of KCP&L’s and GMO’s
rail transportation contracts expire in 2010.  KCP&L and GMO will
pay tariff rates after 2010, which are typically higher.  Coal
transportation costs are expected to increase in 2009 and beyond.
  Nuclear
Fuel
 KCP&L
owns 47% of Wolf Creek Nuclear Operating Corporation (WCNOC), the operating
company for Wolf Creek, which is electric utility’s only nuclear generating
unit.  Wolf Creek purchases uranium and has it processed for use as
fuel in its reactor.  This process involves conversion of uranium
concentrates to uranium hexafluoride, enrichment of uranium hexafluoride and
fabrication of nuclear fuel assemblies.  The owners of Wolf Creek have
on hand or under contract all of the uranium and conversion services needed to
operate Wolf Creek through March 2011 and approximately 87% after that date
through September 2018.  The owners also have under contract 100% of
the uranium enrichment and fabrication required to operate Wolf Creek through
March 2025.
  Management
expects its cost of nuclear fuel to remain relatively stable through 2009
because of contracts in place.  Management anticipates the cost of
nuclear fuel to increase significantly in 2010, after which increases are
expected to be moderate.  Even with this anticipated increase,
management expects nuclear fuel cost per MWh generated to remain less than the
cost of generation from other fuel sources.  See Note 6 to the
consolidated financial statements for additional information regarding nuclear
plant.
  Natural
Gas
 At
December 31, 2008, KCP&L had hedged approximately 31% and 3% of its 2009 and
2010, respectively, projected natural gas usage for generation requirements to
serve retail load and firm MWh sales.  At December 31, 2008, GMO had
hedged approximately 65% and 4% of its 2009 and 2010, respectively, expected
on-peak natural gas usage and natural gas equivalent purchased
power.
  Purchased
Capacity and Power
 KCP&L
and GMO have distinct rate and dispatching areas.  As a result,
KCP&L and GMO do not joint-dispatch their respective generation, resulting
in GMO purchasing capacity and power to meet its customers’
needs.  GMO has long-term purchased capacity and power agreements for
approximately 235 MW.  At times, KCP&L purchases power to meet its
customers’ needs when it does not have sufficient available generation or when
the cost of purchased power is less than KCP&L’s cost of generation or to
satisfy firm power commitments.  Management believes electric utility
will be able to obtain enough power to meet its future demands due to the
coordination of planning and operations in the SPP region; however, price and
availability of power purchases may be impacted during periods of high
demand.  Electric utility’s purchased power, as a percent of MWh
requirements, averaged approximately 15%, 7% and 2% for 2008, 2007 and 2006,
respectively.  Since the July 14, 2008, acquisition of GMO, electric
utility’s purchased power, as a percentage of MWh requirements, averaged
approximately 19%.
  Environmental
Matters
 See
Note 16 to the consolidated financial statements for information regarding
environmental matters.
  KANSAS
CITY POWER & LIGHT COMPANY
  KCP&L,
headquartered in Kansas City, Missouri, is an integrated, regulated electric
utility that engages in the generation, transmission, distribution and sale of
electricity.  KCP&L serves approximately 509,000 customers located
in western Missouri and eastern Kansas.  Customers include
approximately 449,000 residences, 58,000 commercial firms, and 2,000
industrials, municipalities and other electric utilities.  KCP&L’s
retail revenues averaged approximately 82% of its total operating revenues over
the last three years.  Wholesale firm power, bulk power sales and
miscellaneous electric revenues accounted for the remainder of KCP&L’s
revenues.  KCP&L is significantly impacted by seasonality with
approximately one-third of its retail revenues recorded in the third
quarter.
 9
 GREAT
PLAINS ENERGY AND KCP&L EMPLOYEES
 At
December 31, 2008, Great Plains Energy and KCP&L had 3,259 employees,
including 1,935 represented by three local unions of the International
Brotherhood of Electrical Workers (IBEW).  KCP&L has labor
agreements with Local 1613, representing clerical employees (expires March 31,
2013), with Local 1464, representing transmission and distribution workers
(expires January 31, 2012), and with Local 412, representing power plant workers
(expires February 28, 2010).
 
 Executive
Officers
 All
of the individuals in the following table have been officers or employees in a
responsible position with the Company for the past five years except as noted in
the footnotes.  The term of office of each officer commences with his
or her appointment by the Board of Directors and ends on January 1, 2010, unless
otherwise determined by the Board of Directors.  There are no family
relationships between any of the executive officers, nor any arrangement or
understanding between any executive officer and any other person involved in
officer selection.  Each executive officer holds the same position
with GMO as he or she does with KCP&L.
 
 Name
                      Age
                      Current
      Position(s)
                      Year
      First Assumed an Officer PositionMichael
      J. Chesser (a)
                      60
                      Chairman
      of the Board and Chief Executive Officer – Great Plains Energy and
      KCP&L
                      2003William
      H. Downey (b)
                      64
                      President
      and Chief Operating Officer – Great Plains Energy and
      KCP&L
                      2000Terry
      Bassham (c)
                      48
                      Executive
      Vice President - Finance and Strategic Development and Chief Financial
      Officer – Great Plains Energy and KCP&L
                      2005Barbara
      B. Curry (d)
                      54
                      Senior
      Vice President – Human Resources and Corporate Secretary – Great Plains
      Energy and KCP&L
                      2005Michael
      L. Deggendorf (e)
                      47
                      Senior
      Vice President – Delivery – KCP&L
                      2005Scott
      H. Heidtbrink (f)
                      47
                      Senior
      Vice President - Supply – KCP&L
                      2008John
      R. Marshall (g)
                      59
                      Executive
      Vice President – Utility Operations - KCP&L
                      2005William
      G. Riggins (h)
                      50
                      General
      Counsel and Chief Legal Officer – Great Plains Energy and
      KCP&L
                      2000Lori
      A. Wright (i)
                      46
                      Vice
      President and Controller – Great Plains Energy and
    KCP&L
                      2002
 
 (a)
                Mr.
      Chesser was appointed Chief Executive Officer of KCP&L in
      2008.  Previously he was Chairman of the Board (2003-2008) of
      KCP&L.
 (b)
                Mr.
      Downey was appointed President and Chief Operating Officer of KCP&L in
      2008.  Previously he was President and Chief Executive Officer
      (2003-2008) of KCP&L.
 (c)
                Mr.
      Bassham was appointed Executive Vice President – Finance and Strategic
      Development and Chief Financial Officer of KCP&L in
      2009.  Previously, Mr. Bassham was Chief Financial Officer
      (2005-2008) of KCP&L.  Prior to that he was Executive Vice
      President, Chief Financial and Administrative Officer (2001-2005) of El
      Paso Electric Company.
 (d)
                Ms.
      Curry was appointed Senior Vice President – Human Resources and Corporate
      Secretary in 2008.  Previously she was Senior Vice President –
      Corporate Services and Corporate Secretary of Great Plains Energy and
      Corporate Secretary (2005-2008) of KCP&L.  Prior to that,
      she was Senior Vice President, Retail Operations (2003-2004) of TXU
      Corporation.
 10
 (e)
                Mr.
      Deggendorf was previously Vice President – Public Affairs of Great Plains
      Energy (2005-2008) and Senior Director, Energy Solutions (2002-2005) of
      KCP&L.
 (f)
                Mr.
      Heidtbrink was previously Vice President – Power Generation & Energy
      Resources (2006-2008) and Vice President, Kansas/Colorado Gas (2002-2004)
      of GMO.  In 2004 and 2005, he led GMO’s Six Sigma deployment
      into its utility operations.
 (g)
                Mr.
      Marshall was previously Senior Vice President – Delivery (2005-2008) of
      KCP&L.  Prior to that, he was President of Coastal Partners,
      Inc., a strategy consulting company (2001-2005), and Senior Vice
      President, Customer Service (2002-2004) of Tennessee Valley
      Authority.
 (h)
                Mr.
      Riggins was previously Vice President, Legal and Environmental Affairs and
      General Counsel (2005-2008) of KCP&L and General Counsel (2000-2005)
      of Great Plains Energy.
 (i)
                Ms.
      Wright was previously Controller (2002-2008) of Great Plains Energy and
      KCP&L.
 
 Available
Information
 Great
Plains Energy’s website is www.greatplainsenergy.com
and KCP&L’s website is www.kcpl.com.  Information
contained on the companies’ websites is not incorporated herein.  Both
companies make available, free of charge, on or through their websites, their
annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K and amendments to those reports filed or furnished pursuant to Section
13(a) or 15(d) of the Securities Exchange Act as soon as reasonably practicable
after the companies electronically file such material with, or furnish it to,
the SEC.  In addition, the companies make available on or through
their websites all other reports, notifications and certifications filed
electronically with the SEC.
  The
public may read and copy any materials that the companies file with the SEC at
the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC,
20549.  For information on the operation of the Public Reference Room,
please call the SEC at 1-800-SEC-0330.  The SEC also maintains an
Internet site at http://www.sec.gov
that contains reports, proxy statements and other information regarding the
companies.
  ITEM
1A.  RISK FACTORS
  Actual
results in future periods for Great Plains Energy and KCP&L could differ
materially from historical results and the forward-looking statements contained
in this report.  The companies’ business is influenced by many factors
that are difficult to predict, involve uncertainties that may materially affect
actual results and are often beyond the companies’
control.  Additional risks and uncertainties not presently known or
that the companies’ management currently believes to be immaterial may also
adversely affect the companies. This
information, as well as the other information included in this report and in the
other documents filed with the SEC, should be carefully considered before making
an investment in the securities of Great Plains Energy and
KCP&L.  Risk factors of KCP&L and GMO are also risk factors of
Great Plains Energy.
  Regulatory
and Environmental Risks:
  Complex
utility and environmental regulation could adversely affect Great Plains
Energy’s and KCP&L’s results of operations, financial position and cash
flows.
 KCP&L
and GMO are subject to, or affected by, extensive federal and state utility
regulation, including by the MPSC, KCC, FERC, NRC, SPP and NERC.  They
must also comply with environmental legislation and associated
regulations.  In the Company’s business planning and management of
operations, it must address the effects of existing and proposed regulation on
its businesses and changes in the regulatory framework, including initiatives by
federal and state legislatures, regional transmission organizations, utility
regulators and taxing authorities.  Failure of KCP&L or GMO to
obtain adequate rates or regulatory approvals in a timely manner, adoption of
new regulations by federal or state agencies, or changes to current regulations
and interpretations of such regulations may materially affect Great Plains
Energy’s and KCP&L’s results of operations, financial position and cash
flows.
 11
 The
outcome of retail rate proceedings could have a material impact on the business
and is largely outside the Company’s control.
 The
rates that KCP&L and GMO are allowed to charge their customers are the
single most important item influencing their results of operations, financial
position and cash flows.  These rates are subject to the
determination, in large part, of governmental entities outside of KCP&L’s
and GMO’s control, including the MPSC, KCC (for KCP&L) and
FERC.  KCP&L and GMO are also exposed to cost-recovery shortfalls
due to the inherent lag in the rate-setting process, especially during periods
of significant cost inflation, as utility rates in Missouri and Kansas are set
on the basis of historical costs and are not subject to adjustment (other than
for fuel and purchased power for KCP&L in Kansas and GMO) between rate
cases.
  As
a part of the Missouri and Kansas stipulations approved by the MPSC and KCC in
2005, KCP&L began implementation of its Comprehensive Energy
Plan.  Under the Comprehensive Energy Plan, KCP&L agreed to
undertake certain projects, including Iatan No. 2, installing a new wind-powered
generating facility, installing environmental upgrades to certain existing
plants, infrastructure improvements and demand management, distributed
generation, and customer efficiency and affordability programs.  In
March 2007, KCP&L entered into a Collaboration Agreement with the Sierra
Club and Concerned Citizens of Platte County that provides for increases in
KCP&L’s wind generation capacity and energy efficiency initiatives,
reductions in certain emission permit levels at its Iatan and LaCygne generating
stations, and projects to offset certain carbon dioxide
emissions.  The wind generation, energy efficiency and emission permit
reductions are conditioned on regulatory approval.
  A
reduction or rejection by the MPSC or KCC of rate increase requests reflecting
the costs of projects under the Comprehensive Energy Plan or Collaboration
Agreement, or other costs and expenses, could lead to lowered credit ratings,
reduced access to capital markets, increased financing costs, lower flexibility
due to constrained financial resources and increased collateral security
requirements, which could materially and adversely affect Great Plains Energy’s
and KCP&L’s results of operations, financial position, and cash
flows.  In response to competitive, economic, political, legislative
and regulatory pressures, KCP&L and GMO may be subject to rate moratoriums,
rate refunds and limits on rate increases or rate reductions, including phase-in
plans designed to spread the impact of rate increases over an extended period of
time for the benefit of customers.  Any or all of these could have a
significant adverse effect on Great Plains Energy’s and KCP&L’s results of
operations, financial position and cash flows.
  Regulatory
requirements regarding utility operations may increase costs and may expose
KCP&L and GMO to compliance penalties.
 The
MPSC and KCC have the authority to implement utility operational standards and
requirements, such as vegetation management standards, facilities inspection
requirements and quality of service standards.  KCP&L agreed to
quality of service standards in Kansas in connection with the GMO
acquisition.  The costs of new or modified operational standards and
requirements could have an adverse effect on Great Plains Energy’s and
KCP&L’s results of operations, financial position and cash flows as a result
of increased operations or maintenance and capital expenditures for new
facilities or to repair or improve existing facilities.  Failure to
meet quality of service, operational or other standards and requirements could
expose KCP&L or GMO to penalties or other adverse rate
consequences.
  12
 The
Company is subject to current and potential environmental laws and the
incurrence of environmental liabilities, any or all of which may adversely
affect the Company’s business and financial results.
 The
Company is subject to regulation by federal, state and local authorities with
regard to air quality and other environmental matters, through KCP&L’s and
GMO’s operations.  The generation, transmission and distribution of
electricity produces and requires proper management and disposal of certain
hazardous products and wastes, which are subject to these laws and
regulations.  In addition to imposing continuing compliance
obligations, these laws and regulations authorize the imposition of substantial
penalties for noncompliance, including fines, injunctive
relief and other sanctions.  Failure to comply with these laws and
regulations could have a material adverse effect on Great Plains Energy’s and
KCP&L’s results of operations, financial position and cash
flows.
  There
is also a risk that new environmental laws and regulations, and new judicial
interpretations of environmental laws and regulations, could adversely affect
KCP&L’s and GMO’s operations.  In particular, various
stakeholders, including legislators, regulators, shareholders and
non-governmental organizations, as well as utilities and other companies in many
business sectors, are considering ways to address climate change, including
through the regulation of CO2 and other
greenhouse gas emissions and efforts to encourage or mandate the use of
renewable resources, energy efficiency and demand response
management.  In November 2008, Missouri voters approved an initiative
that requires at least 2% of electricity to come from renewable resources by
2011, increasing to 15% by 2021.  The governor of Kansas supports
mandatory renewable energy portfolio standards, and bills that would establish
such standards have been introduced in the 2009 Kansas Legislature.  The
Kansas Department of Health and Environment (KDHE) has indicated that it intends
to engage industries and stakeholders to establish goals and strategies for
reducing CO2
emissions.  Additional federal and/or state legislation or regulation
to release greenhouse gas emissions may be enacted in the near
future.  Further, pursuant to the Collaboration Agreement, KCP&L
agreed to pursue a set of initiatives including energy efficiency, additional
wind generation, lower emission permit levels at its Iatan and LaCygne stations
and other initiatives designed to offset CO2emissions.  KCP&L’s current generation capacity is
primarily coal-fired and is estimated to produce about one ton of CO2per MWh,
or approximately 17 million tons per year.  GMO’s current generation
capacity also is primarily coal-fired and is estimated to produce approximately
6 million tons of CO2per
year.  Requirements to reduce greenhouse gas emissions may cause
KCP&L and GMO to incur significant costs relating to their ongoing
operations (through additional environmental control equipment, retiring and
replacing existing generation, or selecting more costly generation
alternatives), to procure emission allowance credits, or due to the imposition
of taxes, fees or other governmental charges as a result of such
emissions.  Rules issued by the Environmental Protection Agency (EPA)
regarding emissions of mercury, nitrogen oxides and sulfur dioxides are also in
a state of flux.  Such rules have been overturned by the courts and
remanded to the EPA to be revised consistent with the court
orders.  It is unclear what standards will be imposed in the future,
when KCP&L and GMO may have to comply with any new standards or what costs
may ultimately be required to comply with such
standards.
  New
facilities, or modifications of existing facilities, may require new
environmental permits or amendments to existing permits.  Delays in
the environmental permitting process, denials of permit applications, conditions
imposed in permits and the associated uncertainty may materially affect the cost
and timing of the environmental retrofit projects included in the Comprehensive
Energy Plan, among other projects, and thus materially affect Great Plains
Energy’s and KCP&L’s results of operations, financial position and cash
flows.
  Under
current law, KCP&L and GMO are also generally responsible for any
liabilities associated with the environmental condition of their properties,
including properties that they have previously owned or operated, such as
manufactured gas plants (MGP), regardless of whether they were responsible for
the contamination or whether the liabilities arose before, during or after the
time they owned or operated the properties.  KCP&L and GMO may not
be allowed by the MPSC or KCC to recover all of their costs for environmental
expenditures through rates in the future.  The incurrence of material
environmental costs or liabilities, without related rate recovery, could have a
material adverse effect on Great Plains Energy’s or KCP&L’s results of
operations, financial position and cash flows.  See the notes to the
consolidated financial statements for additional information regarding
environmental matters.
  13
 The
Federal Clean Air Act requires companies to obtain permits and, if necessary,
install control equipment to reduce emissions when making a major modification
or a change in operation of an existing facility if either is expected to cause
a significant net increase in regulated emissions.  In 2004, the EPA
notified Westar Energy, Inc. (Westar) that certain projects completed at the
Jeffrey Energy Center violated certain New Source Review permitting
requirements.  GMO is an 8% owner of the facility, which is operated
by Westar, and is generally responsible for its 8% share of the facility’s
operating costs and capital expenditures.  On February 4, 2009, the Attorney
General of the United States filed a complaint against Westar alleging that it
violated the Clean Air Act and related federal and state regulations by making
major modifications to the Jeffrey Energy Center beginning in 1994 without first
obtaining appropriate permits authorizing this construction and without
installing and operating best available control technology to control
emissions.  Resolution of this matter potentially could involve the
installation and operation of new emission control systems at Jeffrey Energy
Center, surrender of emission allowances, interruptions or shut-down of
operations at the Jeffrey Energy Center, applications for new or modified
permits, audits of Jeffrey Energy Center operations, actions to otherwise
mitigate any resulting harm to public health and the environment, and assessment
of a civil penalty of up to $37,500 per day for each violation.  GMO’s
8% portion of such costs could be significant.  The ultimate outcome
of these matters cannot presently be determined, nor can the liability that
could potentially result from a negative outcome presently be reasonably
estimated.  There is no assurance these costs, if any, could be
recovered in rates, and any failure to recover such costs could have a
significant effect on Great Plains Energy’s results of operations, financial
position and cash flows.
 In
2008, KCP&L received a subpoena from a federal grand jury seeking documents
relating to capital projects at Iatan No. 1.  KCP&L expects to
complete the delivery of responsive documents by early March 2009. 
KCP&L believes that it is in compliance in all material respects with all
relevant laws and regulations; however, the ultimate outcome of these grand jury
activities or possible civil or administrative proceedings regarding
capital projects at Iatan No. 1 and other coal units cannot presently be
determined, nor can the liability that could potentially result from a negative
outcome presently be reasonably estimated.  There is no assurance
these costs, if any, could be recovered in rates, and any failure to recover
such costs could have a significant effect on Great Plains Energy’s and
KCP&L’s results of operations, financial position and cash
flows.
  Due
to all of the above, KCP&L’s and GMO’s projected capital and other
expenditures for environmental compliance are subject to significant
uncertainties, including the timing of implementation of any new or modified
environmental requirements, the emissions limits imposed by such requirements
and the types and costs of the compliance alternatives selected by KCP&L and
GMO.  As a result, costs to comply with environmental requirements
cannot be estimated with certainty, and actual costs could be significantly
higher than projections.  Other new environmental laws and regulations
affecting the operations of KCP&L and GMO may be adopted, and new
interpretations of existing laws and regulations could be adopted or become
applicable to KCP&L and GMO or their facilities, any of which may adversely
affect Great Plains Energy’s and KCP&L’s business and substantially increase
their environmental expenditures or liabilities in the future.
  Financial
Risks:
  Financial
market disruptions and declines in the credit ratings of Great Plains Energy,
KCP&L or GMO may increase financing costs and/or limit access to the credit
markets, which may adversely affect liquidity and results.
 KCP&L’s
capital requirements are expected to be substantial over the next several
years.  The acquisition of GMO has further increased the Company’s
overall capital requirements, and the capital requirements of GMO over the next
several years are expected to be substantial as it implements generation and
environmental projects.  The Company relies on access to short-term money
markets, revolving credit facilities provided by financial institutions and
long-term capital markets as significant sources of liquidity for capital
requirements not satisfied by cash flows from operations.  The Company
also relies on bank-provided credit facilities for credit support, such as
letters of credit, to support operations.  The amount of credit
support required for KCP&L and GMO operations varies with a number of
factors, including the amount and price of wholesale power purchased or
sold.
  14
 Great
Plains Energy, KCP&L, GMO and certain of their securities are rated by
Moody's Investors Service and Standard & Poor's.  These
ratings impact the companies’ cost of funds and Great Plains Energy’s ability to
provide credit support for its subsidiaries.  The interest rates on
borrowings under KCP&L’s revolving credit agreement and on a substantial
portion of Great Plains Energy’s and GMO’s debt are subject to increase as their
respective credit ratings decrease.  The Company has agreed to not
seek rate recovery of GMO interest costs in excess of equivalent
investment-grade debt, and the MPSC approval of the GMO acquisition is
conditioned on the requirement that any post-acquisition financial effects of a
credit downgrade of Great Plains Energy, KCP&L or GMO occurring as a result
of the acquisition would be borne by shareholders and not utility
customers.  The amount of collateral or other credit support required
under power supply agreements is also dependent on credit
ratings.
  The
capital and credit markets have been experiencing unprecedented levels of
volatility and disruption.  If current levels of market disruption and
volatility continue or worsen, or if there is a decrease in Great Plains
Energy’s, KCP&L’s or GMO’s credit ratings, there can be no assurance that
the companies would not experience an adverse effect on their access to capital
and cost of funds, dilution resulting from equity issuances at reduced prices,
increases in the amount of collateral or other credit support obligations
required to be posted with contractual counterparties, increased nuclear
decommissioning trust and pension and other post-retirement benefit plan funding
requirements, issuance of secured rather than unsecured debt, rate case
disallowance of KCP&L’s or GMO’s costs of capital, or reductions in Great
Plains Energy’s ability to provide credit support for its
subsidiaries.  Any of these results could adversely affect Great
Plains Energy’s and KCP&L’s results of operations, financial position and
cash flows.  In addition, market disruption and volatility could have
an adverse impact on Great Plains Energy’s, KCP&L’s or GMO’s lenders,
suppliers and other counterparties or on KCP&L’s, GMO’s, including MPS
Merchant, customers, causing them to fail to meet their
obligations.
  A
sustained decline in Great Plains Energy’s stock price below book value may
result in goodwill impairments that could adversely affect Great Plains Energy’s
results of operations and financial position, as well as credit facility
covenants.
 The
GMO acquisition resulted in Great Plains Energy recording approximately $156
million in goodwill.  Accounting rules require goodwill to be tested
for impairment annually and when an event occurs indicating that it is possible
that an impairment exists.  The Company’s annual impairment testing is
conducted in September.  Subsequent to September 2008, financial
market disruptions and volatility have resulted in Great Plains Energy’s stock
trading at a price below carrying value.  If the stock price continues
to be below carrying value, the accounting rules may require Great Plains Energy
to conduct another goodwill impairment test.  There is no assurance
that the results of this additional test will not require Great Plains Energy to
recognize an impairment of goodwill.  An impairment of GMO acquisition
goodwill would reduce net income and may adversely affect Great Plains Energy’s
results of operations and financial position, and could result in a breach of
the debt to total capitalization covenants in Great Plains Energy’s and GMO’s
revolving credit agreements.
 Great Plains Energy has
guaranteed substantially all of the outstanding debt of GMO and payments under
these guarantees may adversely affect Great Plains Energy’s
liquidity.
 In
connection with the GMO acquisition, Great Plains Energy issued guarantees
covering substantially all of the outstanding debt of GMO and has guaranteed a
$400 million revolving credit facility that was entered into by GMO subsequent
to the acquisition.  The guarantees were a factor in GMO receiving
investment-grade ratings and the guarantees obligate Great Plains Energy
directly to pay amounts owed by GMO to the holders of the guaranteed debt in the
event GMO defaults on its payment obligations.  Any guarantee payments
could adversely affect Great Plains Energy’s liquidity.
  The
inability of Great Plains Energy’s subsidiaries to provide sufficient dividends
to allow Great Plains Energy to pay dividends to its shareholders and meet its
financial obligations would have an adverse effect.
 Great
Plains Energy is a holding company with no significant operations of its
own.  The primary source of funds for payment of dividends to its
shareholders and its financial obligations is dividends paid to it by its
subsidiaries, particularly KCP&L and GMO.  KCP&L has committed
to state regulatory commissions to maintain a 35%
 15
 equity
to total capitalization ratio, and Great Plains Energy, KCP&L and GMO have
similar covenants in their revolving credit facilities.  In addition, under
federal law, KCP&L and GMO may pay dividends generally only out of retained
earnings.  The ability of Great Plains Energy’s subsidiaries to pay
dividends or make other distributions, and accordingly, Great Plains Energy’s
ability to pay dividends on its common stock and meet its financial obligations
principally depends on the actual and projected earnings and cash flow, capital
requirements and general financial position of its subsidiaries, as well as on
regulatory factors, financial covenants, general business conditions and other
matters.
 Market
performance, increased retirements and changes in retirement plan regulations
could significantly impact retirement plan funding requirements and associated
cash needs and expenses.
 Substantially
all of KCP&L’s employees participate in defined benefit and post-retirement
plans.  GMO’s former employees in its Missouri utility operations and
certain other operations have accrued benefits in GMO’s defined benefit and
post-retirement plans.  If KCP&L employees retire when they become
eligible for retirement through 2011, or if these plans experience adverse
market returns on investments (as has been the case during the 2008 period), or
if interest rates materially fall, KCP&L and GMO contributions to the plans
could rise substantially over historical levels.  In addition,
assumptions related to future costs, returns on investments, interest rates and
other actuarial assumptions, including projected retirements, have a significant
impact on Great Plains Energy’s and KCP&L’s results of operations, financial
position and cash flows.
  The
Pension Protection Act of 2006 (PPA) alters the manner in which pension plan
assets and liabilities are valued for purposes of calculating required pension
contributions and changes the timing of required contributions to underfunded
plans.  The funding rules, which became effective in 2008, could
significantly affect the Company’s funding requirements.  In addition,
the Financial Accounting Standards Board (FASB) has a project to reconsider the
accounting for expense recognition related to pensions and other post-retirement
benefits, which may result in accelerated expense.
 The
use of derivative contracts in the normal course of business could result in
losses that could negatively impact Great Plains Energy’s and KCP&L’s
results of operations, financial position and cash flows.
 Great
Plains Energy, KCP&L, GMO, including MPS Merchant, use derivative
instruments, such as swaps, options, futures and forwards, to manage commodity
and financial risks.  Losses could be recognized as a result of
volatility in the market values of these contracts, if a counterparty fails to
perform, or if the underlying transactions which the derivative instruments are
intended to hedge fail to materialize.  In the absence of actively
quoted market prices and pricing information from external sources, the
valuation of these financial instruments can involve management’s judgment or
use of estimates.  As a result, changes in the underlying assumptions
or use of alternative valuation methods could affect the reported fair value of
these contracts.
  As
a service provider to GMO, KCP&L may have exposure to GMO’s financial
performance and operations.
 GMO
has no employees of its own.  KCP&L employees operate and manage
GMO’s properties, and KCP&L charges GMO for the cost of these
services.  These arrangements may pose risks to KCP&L, including
possible claims arising from actions of KCP&L employees in operating GMO’s
properties and providing other services to GMO.  KCP&L’s claims
for reimbursement for services provided to GMO are unsecured and rank equally
with other unsecured obligations of GMO.  KCP&L’s ability to be
reimbursed for the costs incurred for the benefit of GMO depends on the
financial ability of GMO to make such payments.
  Customer
and Weather-Related Risks:
  Severe
weather and changes in customer demand due to sustained financial market
disruptions, downturns or sluggishness in the economy, weather conditions or
otherwise may adversely affect Great Plains Energy’s and KCP&L’s results of
operations, financial position and cash flows.
 The
results of operations, financial position and cash flows of Great Plains Energy
and KCP&L can be materially affected by changes in weather and customer
demand.  KCP&L and GMO estimate customer demand based on
historical trends to procure fuel and purchased power.  Sustained
downturns or sluggishness in the economy
 16
 generally
affect the markets in which KCP&L and GMO operate.  KCP&L’s
electricity sales volume declined in 2008 compared to 2007, and retail demand
for KCP&L and GMO is expected to be lower in 2009 than it was in 2008
assuming normal weather conditions.  If the current financial market
disruptions or economic downturn continue or worsen, overall electricity sales
volumes may further decline and/or bad debt expense may increase, which could
materially affect Great Plains Energy’s and KCP&L’s results of operations,
financial position and cash flows.
 
 Weather
conditions directly influence the demand for electricity and natural gas and
affect the price of energy commodities.  KCP&L and GMO are
significantly impacted by seasonality, with approximately one-third of their
retail electric revenues recorded in the third quarter.  Unusually
mild winter or summer weather can adversely affect sales.  In
addition, severe weather, including but not limited to tornados, snow, rain and
ice storms can be destructive causing outages and property damage that can
potentially result in additional expenses and lower revenues.  Some of
KCP&L’s and GMO’s stations use water from the Missouri River for cooling
purposes.  Low water and flow levels, which have been experienced in
recent years, can increase maintenance costs at these stations and, if these
levels were to get low enough, could cause modifications to plant
operations.
  Integration
and Operational Risks:
  Only
a portion of the costs associated with the GMO acquisition will be recovered
through utility rates, and the expected cost benefits of the GMO transaction may
not be realized, which could adversely affect Great Plains Energy’s results of
operations, financial position and cash flows.
 The
MPSC order approving the GMO transaction provides that the transaction costs
will not be recovered through utility rates, and that the Missouri
jurisdictional portion of transition costs (estimated to be $33.1 million at
December 31, 2008) will be eligible for recovery through utility rates only to
the extent the costs are offset by benefits resulting from the
acquisition.  The KCC order approving the GMO transaction limited
KCP&L’s recovery of transition costs through Kansas rates to $10.0
million.  At December 31, 2008, Great Plains Energy had $43.1 million
of regulatory assets related to transition costs, which included $25.5 million
at KCP&L and $17.6 million at GMO.
  Great
Plains Energy and KCP&L expect to achieve various benefits, including cost
savings and operating efficiencies in connection with the
acquisition.  Approximately half of the total estimated cost savings
over the first five years following the GMO acquisition are expected to come
from reductions in GMO’s corporate overhead and other costs that are not being
recovered, and are not expected to be recovered, through utility
rates.  If these costs are not able to be eliminated as anticipated,
Great Plains Energy’s results of operations, financial position and cash flows
could be negatively impacted.
  The
benefits of integrating KCP&L’s and GMO’s utility businesses may be less
than expected, which could adversely affect the Company’s regulatory treatment
and results of operations, financial position and cash flows.
 Great
Plains Energy and KCP&L expect to achieve synergies through the ongoing
integration of KCP&L and GMO utility operations.  This integration
poses significant challenges due to the size and complexity of each
organization.  The Company has dedicated substantial efforts and
resources since the GMO acquisition was announced to plan for and implement an
efficient and successful integration of utility operations.  Great
Plains Energy and KCP&L believe that the anticipated benefits will be
achieved.  However, there is no assurance that the utility operations
integration will be completed successfully or in a timely manner, or result in
the anticipated benefits.  Failure to achieve the anticipated cost
reductions or customer service levels could result in adverse regulatory actions
and could negatively affect Great Plains Energy’s and KCP&L’s results of
operations, financial position and cash flows.
  17
 Operations
risks may adversely affect Great Plains Energy’s and KCP&L’s results of
operations, financial position and cash flows.
 The
operation of KCP&L’s and GMO’s electric generation, transmission and
distribution systems involves many risks, including breakdown or failure of
equipment, processes and personnel performance; problems that delay or increase
the cost of returning facilities to service after outages, operating limitations
that may be imposed by equipment conditions, environmental, safety or other
regulatory requirements; fuel supply or fuel transportation reductions or
interruptions; transmission scheduling constraints; and catastrophic events such
as fires, explosions, severe weather or other similar occurrences.  An
equipment outage or constraint can:
  ·
                in
      the case of generation equipment, directly affect operating costs,
      increase capital needs and costs, increase purchased power needs and costs
      and reduce wholesale sales
opportunities;
 
 ·
                in
      the case of transmission equipment, affect operating costs, increase
      capital needs and costs, require changes in the source of generation and
      affect wholesale sales opportunities;
and
  ·
                in
      the case of distribution systems, affect revenues and operating costs,
      increase capital needs and costs, and affect the ability to meet
      regulatory service metrics and customer
  expectations.
  With
the exception of Hawthorn No. 5, which was substantially rebuilt in 2001, all of
KCP&L’s coal-fired generating units and its nuclear generating unit were
constructed prior to 1986.  All of GMO’s coal-fired generating units
were constructed prior to 1984.  The age of these generating units
increases the risk of unplanned outages and higher maintenance
expense.  Training, preventive maintenance and other programs have
been implemented, but there is no assurance that these programs will prevent or
minimize future breakdowns or failures of KCP&L’s or GMO’s generation
facilities.
  KCP&L
and GMO currently have general liability and property insurance in place to
cover their facilities in amounts that management considers
appropriate.  These policies; however, do not cover KCP&L’s or
GMO’s transmission or distribution systems, and the cost of repairing damage to
these systems may adversely affect Great Plains Energy’s or KCP&L’s results
of operations, financial position and cash flows.  Such policies are
subject to certain limits and deductibles and generally do not include business
interruption coverage.  Insurance coverage may not be available in the
future at current costs or on commercially reasonable terms, and the insurance
proceeds received for any loss of, or any damage to, any of KCP&L’s or GMO’s
facilities may not be sufficient to restore the loss or damage.
  These
and other operating events may reduce Great Plains Energy’s and KCP&L’s
revenues, increase their costs, or both, and may materially affect Great Plains
Energy’s and KCP&L’s results of operations, financial position and cash
flows.
  The
cost and schedule of construction projects may materially change and expected
performance may not be achieved.
 KCP&L’s
and GMO’s businesses are capital intensive, and require significant capital
investments to maintain existing facilities, for projected environmental
projects and to add new facilities, including Iatan No. 2, an estimated 850 MW
(of which electric utility’s share is 620 MW) coal-fired generating plant. 
The acquisition of GMO by Great Plains Energy increases Great Plains Energy’s
exposure to the risks associated with the ongoing Iatan construction
project.  The risks of any construction project include the
possibilities that actual costs may exceed current estimates, delays may occur
in obtaining permits and materials, suppliers and contractors may not perform as
required under their contracts, there may be inadequate availability or
increased cost of qualified craft labor, the scope and timing of projects may
change, and that other events beyond KCP&L’s or GMO’s control may occur that
may materially affect the schedule, cost and performance of these
projects.
  The
demand for additional environmental control equipment has increased
substantially with many utilities in the United States starting similar projects
to address changing environmental regulations.  This demand has
constrained labor and material resources for such projects, and there is a risk
that such constraints may increase if new laws or regulations, including
limitations on greenhouse gas emissions, are imposed.
  18
 These
and other risks could materially increase the estimated costs of construction
projects, delay the in-service dates of projects, adversely affect the
performance of the projects, and/or require KCP&L or GMO to purchase
additional electricity to supply their respective retail customers until the
projects are completed.  KCP&L and GMO are not permitted to start
recovering the costs of these projects until they are completed and put into
service.  Thus, these risks may significantly affect Great Plains
Energy’s and KCP&L’s results of operations, financial position and cash
flows.
 
 Failure
of one or more generation plant co-owners to pay their share of construction,
operations and maintenance costs could increase Great Plains Energy’s and
KCP&L’s costs and capital requirements.
 KCP&L
owns 47% of Wolf Creek, 50% of LaCygne Station, 70% of Iatan No. 1 and 55% of
Iatan No. 2.  GMO owns 18% of both Iatan units and 8% of Jeffrey
Energy Center.  The remaining portions of these facilities are owned
by other utilities that are contractually obligated to pay their proportionate
share of capital and other costs and, in the case of Iatan No. 2, construction
costs.
  While
the ownership agreements provide that a defaulting co-owner’s share of the
electricity generated can be sold by the non-defaulting co-owners, there is no
assurance that the revenues received will recover the increased costs borne by
the non-defaulting co-owners.  The Iatan No. 2 co-owners have provided
financial assurances related to their respective construction cost obligations,
but there is a risk that such assurances may not be sufficient in the event of a
co-owner default.  During the construction period, the Iatan No. 2
agreements provide for re-allocations of part or all of a defaulting co-owner’s
share of the facility to the non-defaulting owners, which would increase the
capital requirements, operations and maintenance costs of the non-defaulting
owners.  Occurrence of these or other events could materially increase
Great Plains Energy’s and KCP&L’s costs and capital
requirements.
  An
aging workforce and increasing demand for skilled craft labor poses operational
and planning challenges.
 Through
2012, approximately 22% of KCP&L employees (who manage both KCP&L and
GMO operations) will be eligible to retire with full pension
benefits.  This is a general industry issue, which has increased the
demand for and cost of skilled craft labor for both companies and
contractors.  KCP&L and GMO use contractors for a substantial
portion of their construction and maintenance work.  Failure to hire
and adequately train replacement employees, including the transfer of
significant internal historical knowledge and expertise to the new employees, or
the future availability and cost of contract labor may adversely affect the
ability to manage and operate Great Plains Energy’s and KCP&L’s
businesses.
  Commodity
Price Risks:
  Changes
in commodity prices could have an adverse effect on Great Plains Energy’s and
KCP&L’s results of operations, financial position and cash
flows.
 KCP&L
and GMO engage in the wholesale and retail marketing of electricity and are
exposed to risks associated with the price of electricity.  KCP&L
and GMO generate, purchase and sell electricity in the retail and wholesale
markets.  To the extent that exposure to the price of electricity is
not successfully hedged, Great Plains Energy and KCP&L could experience
losses associated with the changing market price for electricity.
  Increases
in fuel, fuel transportation and purchased power prices could have an adverse
impact on Great Plains Energy’s and KCP&L’s costs.
 KCP&L’s
Kansas retail rates contain an energy cost adjustment (ECA)
mechanism.  KCP&L’s Missouri retail rates do not contain a similar
provision.  GMO’s retail electric rates contain a fuel adjustment
clause mechanism under which 95% of the difference between actual fuel and
purchased power costs and the amount of fuel and purchased power costs provided
in base rates is passed along to GMO’s customers.  GMO’s steam rates
contain a quarterly cost adjustment under which 80% of the difference between
actual fuel costs and base fuel costs is passed along to GMO’s steam
customers.  As a result, KCP&L and GMO are exposed to varying
degrees of risk from changes in the market prices of coal, natural gas, nuclear
fuel
 19
 and
purchased power.  Changes in KCP&L’s or GMO’s fuel mix due to
electricity demand, plant availability, transportation issues, fuel prices, fuel
availability and other factors can also adversely affect KCP&L’s or GMO’s
fuel and purchased power costs.
  KCP&L
and GMO do not hedge their respective entire exposure from fuel and
transportation price volatility.  Forward prices for coal have
increased, principally due to international demand, and management expects
prices will continue to increase.  The majority of KCP&L’s and
GMO’s rail transportation contracts expire in 2010.  KCP&L and GMO
will pay tariff rates after 2010, which are typically
higher.  Management also expects the cost of nuclear fuel to increase
significantly in 2010.  Consequently, Great Plains Energy’s and
KCP&L’s results of operations, financial position and cash flows may be
materially impacted by changes in these prices until increased costs are
recovered in Missouri retail rates.
  Wholesale
electricity sales affect revenues, creating earnings volatility.
 The
levels of KCP&L and GMO wholesale sales depend on the wholesale market
price, transmission availability and the availability of generation for
wholesale sales, among other factors.  A substantial portion of
wholesale sales are made in the spot market, and thus KCP&L and GMO have
immediate exposure to wholesale price changes.  Wholesale power prices
can be volatile and generally increase in times of high regional demand and high
natural gas prices.  While an allocated portion of wholesale sales are
reflected in KCP&L’s Kansas ECA, GMO’s and KCP&L’s Missouri rates are
set on an estimated amount of wholesale sales.  KCP&L and GMO will
not recover any shortfall in non-firm wholesale electric sales margin and for
KCP&L, any amount above the level reflected in Missouri retail rates will be
returned to Missouri retail customers in a future rate case.  Declines
in wholesale market price or availability of generation or transmission
constraints in the wholesale markets could reduce KCP&L’s and GMO's
wholesale sales.  These events could adversely affect Great Plains
Energy’s and KCP&L’s results of operations, financial position and cash
flows.
  KCP&L
is exposed to risks associated with the ownership and operation of a nuclear
generating unit, which could result in an adverse effect on Great Plains
Energy’s and KCP&L’s business and financial results.
 KCP&L
owns 47% of Wolf Creek.  The NRC has broad authority under federal law
to impose licensing and safety-related requirements for the operation of nuclear
generation facilities, including Wolf Creek.  In the event of
non-compliance, the NRC has the authority to impose fines, shut down the
facilities, or both, depending upon its assessment of the severity of the
situation, until compliance is achieved.  Any revised safety
requirements promulgated by the NRC could result in substantial capital
expenditures at Wolf Creek.
  Wolf
Creek has the lowest fuel cost per MWh of any of KCP&L's generating
units.  An extended outage of Wolf Creek, whether resulting from NRC
action, an incident at the plant or otherwise, could have a substantial adverse
effect on KCP&L's results of operations, financial position and cash flows
in the event KCP&L incurs higher replacement power and other costs that are
not recovered through rates.  If a long-term outage occurred, the
state regulatory commissions could reduce rates by excluding the Wolf Creek
investment from rate base.
  Ownership
and operation of a nuclear generating unit exposes KCP&L to risks regarding
decommissioning costs at the end of the unit's life.  KCP&L
contributes annually to a tax-qualified trust fund to be used to decommission
Wolf Creek.  The funding level assumes a projected level of return on
trust assets.  If the actual return on trust assets is below the
projected level, KCP&L could be responsible for the balance of funds
required; however, should this happen, management believes a rate increase would
be allowed ensuring full recovery of decommissioning costs over the remaining
life of the unit.
  20
 KCP&L
is also exposed to other risks associated with the ownership and operation of a
nuclear generating unit, including, but not limited to, potential liability
associated with the potential harmful effects on the environment and human
health resulting from the operation of a nuclear generating unit and the
storage, handling and disposal of radioactive materials, and to potential
retrospective assessments and losses in excess of insurance
coverage.  Any such risks could adversely affect Great Plains Energy’s
and KCP&L’s results of operations, financial position and cash
flows.
 Litigation
Risks:
  The
outcome of legal proceedings cannot be predicted.  An adverse finding
could have a material adverse effect on Great Plains Energy’s and KCP&L’s
financial condition.
 Great
Plains Energy, KCP&L and GMO are party to various material litigation and
regulatory matters arising out of their business operations.  The
ultimate outcome of these matters cannot presently be determined, nor, in many
cases, can the liability that could potentially result from a negative outcome
in each case presently be reasonably estimated.  The liability that
Great Plains Energy, KCP&L and GMO may ultimately incur with respect to any
of these cases in the event of a negative outcome may be in excess of amounts
currently reserved and insured against with respect to such matters and, as a
result, these matters may have a material adverse effect on Great Plains
Energy’s and KCP&L’s results of operations, financial position and cash
flows.
 ITEM
1B.  UNRESOLVED STAFF COMMENTS
  None.
 21
  ITEM
2.  PROPERTIES
  Electric
Utility Generation Resources
 Year
                                                                                                                                            Estimated
      2009
                                                                                                                                            
                                                                                                                                            PrimaryUnit
                                                                                                                                            
                                                                                                                                            Completed
                                                                                                                                            MW
      Capacity
                                                                                                                                            
                                                                                                                                            FuelBase
      Load
                                                                                                                                            Wolf
      Creek
                                                                                                                                            
                                                                                                                                            1985
                                                                                                                                            
                                                                                                                                            545
                                                                                                                                            (a)
                                                                                                                                            
                                                                                                                                            NuclearIatan
      No. 1
                                                                                                                                            
                                                                                                                                            1980
                                                                                                                                            
                                                                                                                                            494
                                                                                                                                            (a)
                                                                                                                                            
                                                                                                                                            CoalLaCygne
      No. 2
                                                                                                                                            
                                                                                                                                            1977
                                                                                                                                            
                                                                                                                                            341
                                                                                                                                            (a)
                                                                                                                                            
                                                                                                                                            CoalLaCygne
      No. 1
                                                                                                                                            
                                                                                                                                            1973
                                                                                                                                            
                                                                                                                                            368
                                                                                                                                            (a)
                                                                                                                                            
                                                                                                                                            CoalHawthorn
      No. 5 (b)
                                                                                                                                            
                                                                                                                                            1969
                                                                                                                                            
                                                                                                                                            563
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            CoalMontrose
      No. 3
                                                                                                                                            
                                                                                                                                            1964
                                                                                                                                            
                                                                                                                                            176
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            CoalMontrose
      No. 2
                                                                                                                                            
                                                                                                                                            1960
                                                                                                                                            
                                                                                                                                            164
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            CoalMontrose
      No. 1
                                                                                                                                            
                                                                                                                                            1958
                                                                                                                                            
                                                                                                                                            170
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            CoalPeak
      Load
                                                                                                                                            West
      Gardner Nos. 1, 2, 3 and 4
                                                                                                                                            
                                                                                                                                            2003
                                                                                                                                            
                                                                                                                                            308
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            Natural
      GasOsawatomie
                                                                                                                                            
                                                                                                                                            2003
                                                                                                                                            
                                                                                                                                            76
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            Natural
      GasHawthorn
      No. 9
                                                                                                                                            
                                                                                                                                            2000
                                                                                                                                            
                                                                                                                                            130
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            Natural
      GasHawthorn
      No. 8
                                                                                                                                            
                                                                                                                                            2000
                                                                                                                                            
                                                                                                                                            76
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            Natural
      GasHawthorn
      No. 7
                                                                                                                                            
                                                                                                                                            2000
                                                                                                                                            
                                                                                                                                            75
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            Natural
      GasHawthorn
      No. 6
                                                                                                                                            
                                                                                                                                            1997
                                                                                                                                            
                                                                                                                                            136
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            Natural
      GasNortheast
      Black Start Unit
                                                                                                                                            
                                                                                                                                            1985
                                                                                                                                            
                                                                                                                                            2
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            OilNortheast
      Nos. 17 and 18
                                                                                                                                            
                                                                                                                                            1977
                                                                                                                                            
                                                                                                                                            109
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            OilNortheast
      Nos. 13 and 14
                                                                                                                                            
                                                                                                                                            1976
                                                                                                                                            
                                                                                                                                            106
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            OilNortheast
      Nos. 15 and 16
                                                                                                                                            
                                                                                                                                            1975
                                                                                                                                            
                                                                                                                                            99
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            OilNortheast
      Nos. 11 and 12
                                                                                                                                            
                                                                                                                                            1972
                                                                                                                                            
                                                                                                                                            100
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            OilWind
                                                                                                                                            Spearville
      Wind Energy Facility (c)
                                                                                                                                            
                                                                                                                                            2006
                                                                                                                                            
                                                                                                                                            15
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            WindTotal
      KCP&L
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            4,053Base
      Load
                                                                                                                                            Iatan
      No. 1
                                                                                                                                            
                                                                                                                                            1980
                                                                                                                                            
                                                                                                                                            127
                                                                                                                                            (a)
                                                                                                                                            
                                                                                                                                            CoalJeffrey
      Energy Center Nos. 1, 2 and 3
                                                                                                                                            
                                                                                                                                            1978,
      1980, 1983
                                                                                                                                            
                                                                                                                                            174
                                                                                                                                            (a)
                                                                                                                                            
                                                                                                                                            CoalSibley
      Nos. 1, 2 and 3
                                                                                                                                            
                                                                                                                                            1960,
      1962, 1969
                                                                                                                                            
                                                                                                                                            474
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            CoalLake
      Road Nos. 2 and 4
                                                                                                                                            
                                                                                                                                            1957,
      1967
                                                                                                                                            
                                                                                                                                            126
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            Coal
      and Natural GasPeak
      Load
                                                                                                                                            South
      Harper Nos. 1, 2 and 3
                                                                                                                                            
                                                                                                                                            2005
                                                                                                                                            
                                                                                                                                            315
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            Natural
      GasCrossroads
      Energy Center
                                                                                                                                            
                                                                                                                                            2002
                                                                                                                                            
                                                                                                                                            300
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            Natural
      GasRalph
      Green No. 3
                                                                                                                                            
                                                                                                                                            1981
                                                                                                                                            
                                                                                                                                            71
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            Natural
      GasGreenwood
      Nos. 1, 2, 3 and 4
                                                                                                                                            
                                                                                                                                            1975-1979
                                                                                                                                            
                                                                                                                                            253
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            Natural
      Gas/OilLake
      Road No. 5
                                                                                                                                            
                                                                                                                                            1974
                                                                                                                                            
                                                                                                                                            61
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            Natural
      Gas/OilLake
      Road Nos. 1 and 3
                                                                                                                                            
                                                                                                                                            1951,
      1962
                                                                                                                                            
                                                                                                                                            33
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            Natural
      Gas/OilLake
      Road Nos. 6 and 7
                                                                                                                                            
                                                                                                                                            1989,
      1990
                                                                                                                                            
                                                                                                                                            43
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            OilNevada
                                                                                                                                            
                                                                                                                                            1974
                                                                                                                                            
                                                                                                                                            21
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            OilTotal
      GMO
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            1,998Total
      Great Plains Energy
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            6,051(a)
                                                                                                                                            Share
      of a jointly owned unit.(b)
                                                                                                                                            The
      Hawthorn Generating Station returned to commercial operation in 2001 with
      a new boiler, air qualitycontrol
      equipment and an uprated turbine following a 1999
    explosion.(c)
                                                                                                                                            The
      100.5 MW Spearville Wind Energy Facility's accredited capacity is 15 MW
      pursuant to SPP reliability standards. 22
 KCP&L
owns 50% of LaCygne Nos. 1 and 2, 70% of Iatan No. 1 and 47% of Wolf
Creek.  GMO owns 18% of Iatan No. 1 and 8% of Jeffrey Energy Center
Nos. 1, 2 and 3.  See Note 7 to the consolidated financial statements
for information regarding KCP&L’s Comprehensive Energy Plan and the
construction of new generation capacity.
 
 Electric
Utility Transmission and Distribution Resources
 Electric
utility’s electric transmission system interconnects with systems of other
utilities for reliability and to permit wholesale transactions with other
electricity suppliers.  Electric utility has over 3,000 miles of
transmission lines, approximately 17,000 miles of overhead distribution lines
and over 7,000 miles of underground distribution lines in Missouri and
Kansas.  Electric utility has all the franchises necessary to sell
electricity within its retail service territory.  Electric utility’s
transmission and distribution systems are continuously monitored for adequacy to
meet customer needs.  Management believes the current systems are
adequate to serve customers.
  Electric
Utility General
 Electric
utility’s principal plants and properties, insofar as they constitute real
estate, are owned in fee simple except for the Spearville Wind Energy Facility,
which is on land held under easements and the Crossroads Energy Center, which is
contractually controlled.  Certain other facilities are located on
premises held under leases, permits or easements.  Electric utility’s
electric transmission and distribution systems are for the most part located
over or under highways, streets, other public places or property owned by others
for which permits, grants, easements or licenses (deemed satisfactory but
without examination of underlying land titles) have been obtained.
  Substantially
all of the fixed property and franchises of KCP&L, which consist principally
of electric generating stations, electric transmission and distribution lines
and systems, and buildings (subject to exceptions, reservations and releases),
are subject to a General Mortgage Indenture and Deed of Trust dated as of
December 1, 1986.  Mortgage bonds totaling $158.8 million, securing
Environmental Improvement Revenue Refunding (EIRR) bonds, were outstanding at
December 31, 2008.
  Substantially
all of the fixed property and franchises of GMO’s St. Joseph Light & Power
division is subject to a General Mortgage Indenture and Deed of Trust dated as
of April 1, 1946.  Mortgage bonds totaling $14.6 million were
outstanding at December 31, 2008.
  ITEM
3.  LEGAL PROCEEDINGS
  Other
Proceedings
 The
companies are parties to various lawsuits and regulatory proceedings in the
ordinary course of their respective businesses.  For information
regarding material lawsuits and proceedings, see Notes 2, 7, 16 and 17 to the
consolidated financial statements.  Such descriptions are incorporated
herein by reference.
  ITEM
4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  None.
 23
 PART
II
  ITEM
5.  MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
  GREAT
PLAINS ENERGY
 Great
Plains Energy common stock is listed on the New York Stock Exchange under the
symbol GXP.  At February 23, 2009, Great Plains Energy’s common stock
was held by 30,151 shareholders of record.  Information relating to
market prices and cash dividends on Great Plains Energy's common stock is set
forth in the following
table.
 Common
      Stock Price Range (a)
                                                                                                                                                        
                                                                                                                                                        Common
      Stock2008
                                                                                                                                                        
                                                                                                                                                        2007
                                                                                                                                                        
                                                                                                                                                        Dividends
      DeclaredQuarter
                                                                                                                                                        High
                                                                                                                                                        
                                                                                                                                                        Low
                                                                                                                                                        
                                                                                                                                                        High
                                                                                                                                                        
                                                                                                                                                        Low
                                                                                                                                                        
                                                                                                                                                        2009
                                                                                                                                                        
                                                                                                                                                        2008
                                                                                                                                                        
                                                                                                                                                        2007First
                                                                                                                                                        $
                                                                                                                                                        28.85
                                                                                                                                                        
                                                                                                                                                        $
                                                                                                                                                        24.35
                                                                                                                                                        
                                                                                                                                                        $
                                                                                                                                                        32.67
                                                                                                                                                        
                                                                                                                                                        $
                                                                                                                                                        30.42
                                                                                                                                                        
                                                                                                                                                        $
                                                                                                                                                        0.2075
                                                                                                                                                        (b)
                                                                                                                                                        
                                                                                                                                                        $
                                                                                                                                                        0.415
                                                                                                                                                        
                                                                                                                                                        $
                                                                                                                                                        0.415Second
                                                                                                                                                        
                                                                                                                                                        26.76
                                                                                                                                                        
                                                                                                                                                        
                                                                                                                                                        24.67
                                                                                                                                                        
                                                                                                                                                        
                                                                                                                                                        33.18
                                                                                                                                                        
                                                                                                                                                        
                                                                                                                                                        28.82
                                                                                                                                                        
                                                                                                                                                        
                                                                                                                                                        
                                                                                                                                                        
                                                                                                                                                        
                                                                                                                                                        
                                                                                                                                                        0.415
                                                                                                                                                        
                                                                                                                                                        
                                                                                                                                                        0.415Third
                                                                                                                                                        
                                                                                                                                                        26.20
                                                                                                                                                        
                                                                                                                                                        
                                                                                                                                                        21.92
                                                                                                                                                        
                                                                                                                                                        
                                                                                                                                                        29.94
                                                                                                                                                        
                                                                                                                                                        
                                                                                                                                                        26.99
                                                                                                                                                        
                                                                                                                                                        
                                                                                                                                                        
                                                                                                                                                        
                                                                                                                                                        
                                                                                                                                                        
                                                                                                                                                        0.415
                                                                                                                                                        
                                                                                                                                                        
                                                                                                                                                        0.415Fourth
                                                                                                                                                        
                                                                                                                                                        22.43
                                                                                                                                                        
                                                                                                                                                        
                                                                                                                                                        17.09
                                                                                                                                                        
                                                                                                                                                        
                                                                                                                                                        30.45
                                                                                                                                                        
                                                                                                                                                        
                                                                                                                                                        28.32
                                                                                                                                                        
                                                                                                                                                        
                                                                                                                                                        
                                                                                                                                                        
                                                                                                                                                        
                                                                                                                                                        
                                                                                                                                                        0.415
                                                                                                                                                        
                                                                                                                                                        
                                                                                                                                                        0.415(a)
      Based on closing stock prices.(b)
      Declared February 10, 2009, and payable March 20, 2009, to shareholders of
      record as of February 27,
2009.
  Regulatory
Restrictions
 Under
stipulations with the MPSC and KCC, Great Plains Energy has committed to
maintain consolidated common equity of not less than 30% of total
capitalization.
  Dividend
Restrictions
 Great
Plains Energy's Articles of Incorporation contain certain restrictions on the
payment of dividends on Great Plains Energy's common stock in the event common
equity falls to 25% of total capitalization.  If preferred stock
dividends are not declared and paid when scheduled, Great Plains Energy could
not declare or pay common stock dividends or purchase any common
shares.  If the unpaid preferred stock dividends equal four or more
full quarterly dividends, the preferred shareholders, voting as a single class,
could elect members to the Board of Directors.
  Equity
Compensation Plans
 Great
Plains Energy’s Long-Term Incentive Plan is an equity compensation plan approved
by its shareholders.  The Long-Term Incentive Plan permits the grant
of restricted stock, stock options, limited stock appreciation rights, director
shares, director deferred share units and performance shares to directors,
officers and other employees of the Company and KCP&L.
  Effective
with the July 14, 2008, acquisition of GMO, Great Plains Energy assumed GMO’s
equity compensation plans.  Stock options outstanding under those
plans at the time of acquisition were converted into Great Plains Energy stock
options.  Great Plains Energy does not intend to issue any new grants
or awards under the assumed plans.
 24
 The
following table provides information, as of December 31, 2008, regarding the
number of common shares to be issued upon exercise of outstanding options,
warrants and rights, their weighted average exercise price, and the number of
shares of common stock remaining available for future issuance.  The
table excludes shares issued or issuable under Great Plains Energy’s defined
contribution savings plans.
 Number
      of securitiesremaining
      availableNumber
      of securities
                                                                                                                                                                                                        
                                                                                                                                                                                                        
                                                                                                                                                                                                        
                                                                                                                                                                                                        
                                                                                                                                                                                                        
                                                                                                                                                                                                        for
      future issuanceto
      be issued upon
                                                                                                                                                                                                        Weighted-average
                                                                                                                                                                                                        under
      equityexercise
      of
                                                                                                                                                                                                        exercise
      price of
                                                                                                                                                                                                        compensation
      plansoutstanding
      options,
                                                                                                                                                                                                        outstanding
      options,
                                                                                                                                                                                                        (excluding
      securitieswarrants
      and rights
                                                                                                                                                                                                        warrants
      and rights
                                                                                                                                                                                                        reflected
      in column (a))Plan
      Category
                                                                                                                                                                                                        (a)
                                                                                                                                                                                                        
                                                                                                                                                                                                        (b)
                                                                                                                                                                                                        
                                                                                                                                                                                                        (c)Equity
      compensation plansapproved
      by security holdersGreat
      Plains Energy Long-Term Incentive Plan
                                                                                                                                                                                                        
                                                                                                                                                                                                        
                                                                                                                                                                                                        423,983
                                                                                                                                                                                                        (1)
                                                                                                                                                                                                        
                                                                                                                                                                                                        
                                                                                                                                                                                                        $    25.52
                                                                                                                                                                                                        (2)
                                                                                                                                                                                                        
                                                                                                                                                                                                        
                                                                                                                                                                                                        3,284,689GMO
      incentive plans (stock options)
                                                                                                                                                                                                        
                                                                                                                                                                                                        
                                                                                                                                                                                                        411,357
                                                                                                                                                                                                        
                                                                                                                                                                                                        
                                                                                                                                                                                                        
                                                                                                                                                                                                        89.55
                                                                                                                                                                                                        
                                                                                                                                                                                                        
                                                                                                                                                                                                        
                                                                                                                                                                                                        416,146Equity
      compensation plansnot
      approved by security holders
                                                                                                                                                                                                        
                                                                                                                                                                                                        
                                                                                                                                                                                                        -
                                                                                                                                                                                                        
                                                                                                                                                                                                        
                                                                                                                                                                                                        
                                                                                                                                                                                                        -
                                                                                                                                                                                                        
                                                                                                                                                                                                        
                                                                                                                                                                                                        
                                                                                                                                                                                                        -Total
                                                                                                                                                                                                        
                                                                                                                                                                                                        
                                                                                                                                                                                                        835,340
                                                                                                                                                                                                        
                                                                                                                                                                                                        
                                                                                                                                                                                                        
                                                                                                                                                                                                        $    76.10
                                                                                                                                                                                                        
                                                                                                                                                                                                        
                                                                                                                                                                                                        
                                                                                                                                                                                                        3,700,835(1)
                                                                                                                                                                                                        Includes
      314,511 performance shares at target performance levels and options for
      109,472 shares of Great PlainsEnergy
      common stock outstanding at December 31, 2008.(2)
                                                                                                                                                                                                        The
      314,511 performance shares have no exercise price and therefore are not
      reflected in the weighted average exercise
  price.
  Purchases
of equity securities
 There
were no purchases by Great Plains Energy of its equity securities during the
fourth quarter of 2008.
  KCP&L
 KCP&L
is a wholly owned subsidiary of Great Plains Energy, which holds the one share
of issued and outstanding KCP&L common stock.
  Regulatory
Restrictions
 Under
the Federal Power Act, KCP&L can pay dividends only out of retained or
current earnings.  Under stipulations with the MPSC and KCC, KCP&L
has committed to maintain consolidated common equity of not less than 35% of
total capitalization.
  Equity
Compensation Plan
 KCP&L
does not have an equity compensation plan; however, KCP&L officers and
certain employees participate in Great Plains Energy’s Long-Term Incentive
Plan.  The GMO incentive plans that were assumed by Great Plains
Energy upon the acquisition include stock options held by certain KCP&L
employees.
 25
  ITEM
6. SELECTED FINANCIAL DATA
 Year
      Ended December 31
                                                        2008
                                                        2007
                                                        2006
                                                        2005
                                                        2004Great
      Plains Energy (a)
                                                        (dollars
      in millions except per share amounts)Operating
      revenues
                                                        $
                                                        1,670
                                                        
                                                        $
                                                        1,293
                                                        
                                                        $
                                                        1,140
                                                        
                                                        $
                                                        1,131
                                                        
                                                        $
                                                        1,092Income
      from continuing operations(b)
                                                        $
                                                        120
                                                        
                                                        $
                                                        121
                                                        
                                                        $
                                                        137
                                                        
                                                        $
                                                        135
                                                        
                                                        $
                                                        132Net
      income
                                                        $
                                                        155
                                                        
                                                        $
                                                        159
                                                        
                                                        $
                                                        128
                                                        
                                                        $
                                                        162
                                                        
                                                        $
                                                        183Basic
      earnings per commonshare
      from continuing operations
                                                        $
                                                        1.16
                                                        
                                                        $
                                                        1.41
                                                        
                                                        $
                                                        1.74
                                                        
                                                        $
                                                        1.79
                                                        
                                                        $
                                                        1.81Basic
      earnings per common share
                                                        $
                                                        1.51
                                                        
                                                        $
                                                        1.86
                                                        
                                                        $
                                                        1.62
                                                        
                                                        $
                                                        2.15
                                                        
                                                        $
                                                        2.51Diluted
      earnings per commonshare
      from continuing operations
                                                        $
                                                        1.16
                                                        
                                                        $
                                                        1.40
                                                        
                                                        $
                                                        1.73
                                                        
                                                        $
                                                        1.79
                                                        
                                                        $
                                                        1.81Diluted
      earnings per common share
                                                        $
                                                        1.51
                                                        
                                                        $
                                                        1.85
                                                        
                                                        $
                                                        1.61
                                                        
                                                        $
                                                        2.15
                                                        
                                                        $
                                                        2.51Total
      assets at year end
                                                        $
                                                        7,869
                                                        
                                                        $
                                                        4,832
                                                        
                                                        $
                                                        4,359
                                                        
                                                        $
                                                        3,842
                                                        
                                                        $
                                                        3,796Total
      redeemable preferred stock, mandatorilyredeemable
      preferred securities and long-term
      debt (including current maturities)
                                                        $
                                                        2,627
                                                        
                                                        $
                                                        1,103
                                                        
                                                        $
                                                        1,142
                                                        
                                                        $
                                                        1,143
                                                        
                                                        $
                                                        1,296Cash
      dividends per common share
                                                        $
                                                        1.66
                                                        
                                                        $
                                                        1.66
                                                        
                                                        $
                                                        1.66
                                                        
                                                        $
                                                        1.66
                                                        
                                                        $
                                                        1.66SEC
      ratio of earnings to fixed charges
                                                        
                                                        2.26
                                                        
                                                        
                                                        2.53
                                                        
                                                        
                                                        3.50
                                                        
                                                        
                                                        3.09
                                                        
                                                        
                                                        2.77KCP&LOperating
      revenues
                                                        $
                                                        1,343
                                                        
                                                        $
                                                        1,293
                                                        
                                                        $
                                                        1,140
                                                        
                                                        $
                                                        1,131
                                                        
                                                        $
                                                        1,092Net
      income
                                                        $
                                                        125
                                                        
                                                        $
                                                        157
                                                        
                                                        $
                                                        149
                                                        
                                                        $
                                                        144
                                                        
                                                        $
                                                        145Total
      assets at year end
                                                        $
                                                        5,229
                                                        
                                                        $
                                                        4,292
                                                        
                                                        $
                                                        3,859
                                                        
                                                        $
                                                        3,340
                                                        
                                                        $
                                                        3,335Total
      redeemable preferred stock, mandatorilyredeemable
      preferred securities and long-term
      debt (including current maturities)
                                                        $
                                                        1,377
                                                        
                                                        $
                                                        1,003
                                                        
                                                        $
                                                        977
                                                        
                                                        $
                                                        976
                                                        
                                                        $
                                                        1,126SEC
      ratio of earnings to fixed charges
                                                        
                                                        2.87
                                                        
                                                        
                                                        3.53
                                                        
                                                        
                                                        4.11
                                                        
                                                        
                                                        3.87
                                                        
                                                        
                                                        3.37
 (a)
                                                          Great
      Plains Energy’s results include GMO only from the July 14, 2008,
      acquisition date.
 (b)
                                                          This
      amount is before income (loss) from discontinued operations, net of income
      taxes, of $35.0 million, $38.3 million, $(9.1) million, $27.2 million and
      $50.3 million in 2008 through 2004,
  respectively.
 26
 ITEM
7.  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 are
KCP&L, GMO, KLT Inc. and Services.  Great Plains Energy acquired
GMO on July 14, 2008.  Great Plains Energy’s sole reportable business
segment is electric utility for the periods presented.  As presented
herein, for periods prior to 2008, Great Plains Energy’s electric utility
segment is the same as the previously reported KCP&L segment.
  Electric
utility consists of KCP&L, a regulated utility, and GMO’s regulated utility
operations, which include its Missouri Public Service and St. Joseph Light &
Power divisions.  Electric utility has over 6,000 MWs of generating
capacity and engages in the generation, transmission, distribution and sale of
electricity to over 820,000 customers in the states of Missouri and
Kansas.  Electric utility’s retail electricity rates are below the
national average of investor-owned utilities.  KCP&L’s nuclear
unit, Wolf Creek, accounts for approximately 15% of electric utility’s base load
capacity.  In November 2008, the NRC approved WCNOC’s application for
a new operating license for Wolf Creek, extending its operating period from 2025
to 2045.
  2008
Earnings Overview
 Great
Plains Energy’s 2008 earnings were $152.9 million, or $1.51 per share, including
income of $35.0 million from the discontinued operations of Strategic Energy and
income of $12.5 million from GMO after its acquisition.  For 2007,
earnings were $157.6 million, or $1.85 per diluted share, including income of
$38.3 million from the discontinued operations of Strategic
Energy.  Earnings in 2008 were favorably impacted by the acquisition
of GMO, new retail rates at KCP&L and an increase in Allowance for Funds
Used During Construction (AFUDC).  These favorable impacts were more
than offset by mild summer weather, a decrease in wholesale sales, and increased
fuel, purchased power and operating expenses at KCP&L.
  Strategic
Focus
 In
2008, Great Plains Energy refocused the company on its core regulated utility
business.  Great Plains Energy sold Strategic Energy, its major
non-regulated business, acquired GMO, continued to make progress on the
Comprehensive Energy Plan and filed requests for retail rate
increases.  These items are described in more detail as
follows:
  ·
                                                        Sale
      of Strategic Energy – Discontinued
Operations
 In
April 2008, the Board of Directors approved management’s recommendation to sell
Strategic Energy and Great Plains Energy entered into an agreement with Direct
Energy Services, LLC (Direct Energy), a subsidiary of Centrica plc, under which
Direct Energy acquired all of Great Plains Energy’s interest in Strategic
Energy.  On June 2, 2008, Great Plains Energy completed the sale of
Strategic Energy.  Strategic Energy is reported as discontinued
operations for the periods presented.  See Note 24 to the consolidated
financial statements for additional information.
  ·
                                                        GMO
      Acquisition
 On
July 14, 2008, Great Plains Energy closed its acquisition of GMO.  On
October 17, 2008, GMO changed its name from Aquila, Inc. to KCP&L Greater
Missouri Operations Company.  Prior GMO shareholders received $1.80 in
cash plus 0.0856 of a share of Great Plains Energy common stock for each share
of GMO common stock.  The total purchase price of the acquisition was
approximately $1.7 billion.  Immediately prior to Great Plains
Energy’s acquisition of GMO, Black Hills Corporation (Black Hills) acquired
GMO’s electric utility assets in Colorado and its gas utility assets in
Colorado, Kansas, Nebraska and Iowa.  See Note 2 to the consolidated
financial statements for additional information.
 27
    ·
                                                          Comprehensive
      Energy Plan – Iatan No. 1 environmental and Iatan No.
  2
 ·
                                                          In
      the first quarter of 2009, KCP&L completed construction of the Iatan
      No. 1 environmental project and Iatan common
      facilities.  KCP&L’s share of the total projected cost
      excluding AFUDC is in the table below and includes KCP&L’s 70% share
      of costs directly associated with Iatan No. 1 and KCP&L’s 61% share of
      estimated costs of Iatan common facilities that will be used by both Iatan
      No. 1 and Iatan No. 2.  The vast majority of the common
      facilities costs were previously included in the Iatan No. 2 cost
      estimates disclosed in the Company’s quarterly reports on Form 10-Q during
      2008.  Great Plains Energy’s total share of Iatan No. 1 is 88%,
      which consists of KCP&L’s 70% share and GMO’s 18%
      share.  Great Plains Energy’s total share of Iatan common
      facilities is 79%, which consists of KCP&L’s 61% share and GMO’s 18%
      share.  Great Plains Energy’s share of the total projected cost
      excluding AFUDC of the Iatan No. 1 environmental project and Iatan common
      facilities is in the table below.
  ·
                                                          Iatan
      No. 1 has been off-line for a scheduled outage since mid-October 2008 for
      a unit overhaul and to tie in the environmental
      equipment.  Iatan No. 1 was originally scheduled to be back
      on-line in February 2009, but, during start-up, a high level of vibration
      was experienced.  Repairs to the turbine could delay the
      in-service date of Iatan No. 1, by up to two months.  Management
      believes that a delay of that duration could still be accommodated in the
      current KCP&L and GMO rate cases; however, there could be a
      corresponding delay in the effective date of the MPSC rate orders from the
      current August 5, 2009, date.  Management is unable to predict
      the length of such a delay, if any.
  ·
                                                          KCP&L’s
      approximate 55% share of the total projected cost of Iatan No. 2 excluding
      AFUDC is in the table below.  The reduction in the range from
      the previously disclosed Iatan No. 2 cost estimates reflects removal of
      costs for common facilities discussed above.  These costs were
      previously included in the Iatan No. 2 cost estimates disclosed in the
      Company’s quarterly reports on Form 10-Q during 2008.  Great
      Plains Energy’s total share of Iatan No. 2 is 73%, which consists of
      KCP&L’s 55% share and GMO’s 18% share.  Great Plains
      Energy’s 73% share of the total projected cost excluding AFUDC of Iatan
      No. 2 is in the table below.  The anticipated in-service date
      for Iatan No. 2 is the summer of
2010.
 KCP&LCurrent
      Estimate
                                                                                                    
                                                                                                    Previous
      EstimateRange
                                                                                                    
                                                                                                    Range
                                                                                                    
                                                                                                    Change(millions)Iatan
      No. 1 (70% share)
                                                                                                    
                                                                                                    $    242
                                                                                                    -
                                                                                                    $    262
                                                                                                    
                                                                                                    $    330
                                                                                                    -
                                                                                                    $    350
                                                                                                    
                                                                                                    $    (88)
                                                                                                    -
                                                                                                    $    (88)Iatan
      No. 2 (55% share)
                                                                                                    
                                                                                                    847
                                                                                                    -
                                                                                                    904
                                                                                                    
                                                                                                    994
                                                                                                    -
                                                                                                    1,051
                                                                                                    
                                                                                                    (147)
                                                                                                    -
                                                                                                    (147)Iatan
      Common (61% share)
                                                                                                    
                                                                                                    235
                                                                                                    -
                                                                                                    235
                                                                                                    
                                                                                                    -
                                                                                                    -
                                                                                                    -
                                                                                                    
                                                                                                    235
                                                                                                    -
                                                                                                    235Total
                                                                                                    
                                                                                                    $
      1,324
                                                                                                    -
                                                                                                    $
      1,401
                                                                                                    
                                                                                                    $
      1,324
                                                                                                    -
                                                                                                    $
      1,401
                                                                                                    
                                                                                                    $        -
                                                                                                    -
                                                                                                    $       -
  Great
      Plains EnergyCurrent
      Estimate
                                                                                                  
                                                                                                  Previous
      EstimateRange
                                                                                                  
                                                                                                  Range
                                                                                                  
                                                                                                  Change(millions)Iatan
      No. 1 (88% share)
                                                                                                  
                                                                                                  $    307
                                                                                                  -
                                                                                                  $    332
                                                                                                  
                                                                                                  $    415
                                                                                                  -
                                                                                                  $    440
                                                                                                  
                                                                                                  $  (108)
                                                                                                  -
                                                                                                  $  (108)Iatan
      No. 2 (73% share)
                                                                                                  
                                                                                                  1,125
                                                                                                  -
                                                                                                  1,201
                                                                                                  
                                                                                                  1,321
                                                                                                  -
                                                                                                  1,397
                                                                                                  
                                                                                                  (196)
                                                                                                  -
                                                                                                  (196)Iatan
      Common (79% share)
                                                                                                  
                                                                                                  304
                                                                                                  -
                                                                                                  304
                                                                                                  
                                                                                                  -
                                                                                                  -
                                                                                                  -
                                                                                                  
                                                                                                  304
                                                                                                  -
                                                                                                  304Total
                                                                                                  
                                                                                                  $
      1,736
                                                                                                  -
                                                                                                  $
      1,837
                                                                                                  
                                                                                                  $
      1,736
                                                                                                  -
                                                                                                  $
      1,837
                                                                                                  
                                                                                                  $      
       -
                                                                                                  -
                                                                                                  $   
          -
 28
 
 ·
                                                        Regulatory
      Proceedings
 KCP&L
filed requests for annual retail rate increases with the MPSC and KCC in the
third quarter of 2008 to include its interest in the Iatan No. 1 environmental
project in rate base and to recover overall increased costs of
service.  GMO filed requests for annual retail rate increases with the
MPSC in the third quarter of 2008 to include its interest in the Iatan No. 1
environmental project and other capital additions in rate base and to recover
overall increased costs of service.  Any authorized changes to retail
rates are expected to be effective in the third quarter of 2009.  The
following table details the rate increases requested by both KCP&L and GMO
by
jurisdiction.
 Annual
      Revenue IncreaseAdditional
                                                              
                                                              
                                                              Return
                                                              Rate-makingRate
      Jurisdiction (a)
                                                              File
      Date
                                                              Traditional
      (b)
                                                              Amortization
                                                              Total
      (c)
                                                              
                                                              on
      Equity
                                                              Equity
      Ratio(millions)GMO
      (MPS)
                                                              9/5/2008
                                                              $
                                                              66.0
                                                              
                                                              $
                                                              -
                                                              
                                                              $
                                                              66.0
                                                              
                                                              
                                                              10.75
                                                              %
                                                              
                                                              53.82
                                                              %GMO
      (L&P)
                                                              9/5/2008
                                                              
                                                              17.1
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              17.1
                                                              
                                                              
                                                              10.75
                                                              %
                                                              
                                                              53.82
                                                              %GMO
      (Steam)
                                                              9/5/2008
                                                              
                                                              1.3
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              1.3
                                                              
                                                              
                                                              10.75
                                                              %
                                                              
                                                              53.82
                                                              %KCP&L
      (MO)
                                                              9/5/2008
                                                              
                                                              86.4
                                                              
                                                              
                                                              15.1
                                                              
                                                              
                                                              101.5
                                                              
                                                              
                                                              10.75
                                                              %
                                                              
                                                              53.82
                                                              %KCP&L
      (KS)
                                                              9/5/2008
                                                              
                                                              60.4
                                                              
                                                              
                                                              11.2
                                                              
                                                              
                                                              71.6
                                                              
                                                              
                                                              10.75
                                                              %
                                                              
                                                              55.39
                                                              %Total
                                                              
                                                              $
                                                              231.2
                                                              
                                                              $
                                                              26.3
                                                              
                                                              $
                                                              257.5(a)
                                                              Rate
      Jurisdiction Areas:GMO
      (MPS): Represents the area served by GMO's Missouri Public Service
      divisionGMO
      (L&P): Represents the area served by GMO's St. Joseph Light &
      Power divisionGMO
      (Steam): GMO steam customers in the St. Joseph, Missouri,
      areaKCP&L
      (MO): KCP&L Missouri customers (not in former Aquila service
      territory)KCP&L
      (KS): KCP&L Kansas customers(b)
                                                              The
      amounts in this column reflect the revenue requirements calculated using
      the traditional rate casemethodologies,
      which exclude additional amortization amounts to help maintain cash flow
      levels(c)
                                                              Excludes
      amounts recovered through KCP&L’s Kansas ECA and most of GMO’s FAC and
      QCA
  In
February 2009, the MPSC and KCC staffs filed their respective testimony
regarding the requests for annual rate increases filed by KCP&L and
GMO.  The following table details the rate increases recommended by
the MPSC and KCC staffs by KCP&L and GMO jurisdiction.
 Annual
      Revenue IncreaseAdditional
                                                                                                                            
                                                                                                                            
                                                                                                                            Return
                                                                                                                            Rate-makingRate
      Jurisdiction
                                                                                                                            Traditional
                                                                                                                            Amortization
                                                                                                                            Total
                                                                                                                            
                                                                                                                            on
      Equity
                                                                                                                            Equity
      Ratio(millions)GMO
      (MPS) (a)
                                                                                                                            $
                                                                                                                            46.0
                                                                                                                            
                                                                                                                            $
                                                                                                                            -
                                                                                                                            
                                                                                                                            $
                                                                                                                            46.0
                                                                                                                            
                                                                                                                            
                                                                                                                            9.75
                                                                                                                            %
                                                                                                                            
                                                                                                                            51.03
                                                                                                                            %GMO
      (L&P) (a)
                                                                                                                            
                                                                                                                            22.8
                                                                                                                            
                                                                                                                            
                                                                                                                            -
                                                                                                                            
                                                                                                                            
                                                                                                                            22.8
                                                                                                                            
                                                                                                                            
                                                                                                                            9.75
                                                                                                                            %
                                                                                                                            
                                                                                                                            51.03
                                                                                                                            %GMO
      (Steam) (a)
                                                                                                                            
                                                                                                                            1.0
                                                                                                                            
                                                                                                                            
                                                                                                                            -
                                                                                                                            
                                                                                                                            
                                                                                                                            1.0
                                                                                                                            
                                                                                                                            
                                                                                                                            9.75
                                                                                                                            %
                                                                                                                            
                                                                                                                            51.03
                                                                                                                            %KCP&L
      (MO) (a)
                                                                                                                            
                                                                                                                            45.2
                                                                                                                            
                                                                                                                            (b)
                                                                                                                            
                                                                                                                            
                                                                                                                            45.2
                                                                                                                            
                                                                                                                            
                                                                                                                            9.75
                                                                                                                            %
                                                                                                                            
                                                                                                                            50.65
                                                                                                                            %KCP&L
      (KS)
                                                                                                                            
                                                                                                                            42.6
                                                                                                                            
                                                                                                                            
                                                                                                                            11.2
                                                                                                                            
                                                                                                                            
                                                                                                                            53.8
                                                                                                                            
                                                                                                                            
                                                                                                                            11.40
                                                                                                                            %
                                                                                                                            
                                                                                                                            50.76
                                                                                                                            %Total
                                                                                                                            $
                                                                                                                            157.6
                                                                                                                            
                                                                                                                            $
                                                                                                                            11.2
                                                                                                                            
                                                                                                                            $
                                                                                                                            168.8(a)
                                                                                                                            Annual
      revenue increase and return on equity based on the mid-point of MPSC
      staff's return onequity
      range.(b)
                                                                                                                            Amount
      not included in the MPSC staff's February 2009 testimony, but will be
      included in thesecond
      quarter 2009 true up.
 29
 2009
Outlook
 In
2009, electric utilityis
expected to have lower retail demand than in 2008 as a result of the slowing
economy assuming normal weather conditions.  If the current economic
downturn continues or worsens, overall electricity MWh sales may continue to
decline and/or bad debt expense may increase, which could materially affect
Great Plains Energy’s results of operations, financial position and cash
flows.  Electric utility’s retail rates for GMO and in Kansas for
KCP&L are covered by fuel recovery mechanisms, which are described under the
heading “Electric Utility Results of Operations.”  KCP&L’s
Missouri retail rates do not include a fuel recovery mechanism, meaning changes
in costs will not be reflected in rates until new rates are authorized by
regulators.  This regulatory lag between the time costs change and
when they are reflected in rates applies to all costs, other than those included
in fuel recovery mechanisms.  In the current rising cost environment,
regulatory lag can be expected to have an adverse impact on Great Plains
Energy’s results of operations.  Additionally, continuing instability
in the capital and credit markets have adversely affected, and could continue to
adversely affect, Great Plains Energy’s access to and cost of
capital.
  In
response to these trends, management has taken the following
measures:
  ·
                eliminated
      or deferred capital spending in 2009 and
2010,
  ·
                tightly
      managing operations and maintenance
expense,
  ·
                freezing
      external hiring for all but essential skills
and
  ·
                reduced
      the common stock dividend by 50%, from an annual level of $1.66 per share
      to $0.83 per share.
  RELATED PARTY
TRANSACTIONS
  See
Note 19 to the consolidated financial statements for information regarding
related party transactions.
  ENVIRONMENTAL
MATTERS
  See
Note 16 to the consolidated financial statements for information regarding
environmental matters.
  CRITICAL ACCOUNTING
POLICIES
  The
preparation of financial statements in conformity with Generally Accepted
Accounting Principles (GAAP) requires management to make estimates and
assumptions that affect reported amounts and related
disclosures.  Management considers an accounting estimate to be
critical if it requires assumptions to be made that were uncertain at the time
the estimate was made and changes in the estimate or different estimates that
could have been used could have a material impact on Great Plains Energy’s
results of operations and financial position.  Management has
identified the following accounting policies as critical to the understanding of
Great Plains Energy’s results of operations and financial
position.  Management has discussed the development and selection of
these critical accounting policies with the Audit Committee of the Board of
Directors.
  Pensions
 Great
Plains Energy and KCP&L incur significant costs in providing
non-contributory defined pension benefits.  The costs are measured
using actuarial valuations that are dependent upon numerous factors derived from
actual plan experience and assumptions of future plan experience.
  Pension
costs are impacted by actual employee demographics (including age, life
expectancies, compensation levels and employment periods), earnings on plan
assets, the level of contributions made to the plan, and plan
amendments.  In addition, pension costs are also affected by changes
in key actuarial assumptions, including anticipated rates of return on plan
assets and the discount rates used in determining the projected benefit
obligation and pension costs.
 30
 The
assumed rate of return on plan assets was developed based on the weighted
average of long-term returns forecast for the expected portfolio mix of
investments held by the plan.  The assumed discount rate was selected
based on the prevailing market rate of fixed income debt instruments with
maturities matching the expected timing of the benefit
obligation.  These assumptions, updated annually at the measurement
date, are based on management’s best estimates and judgment; however, material
changes may occur if these assumptions differ from actual events.  See
Note 10 to the consolidated financial statements for information regarding the
assumptions used to determine benefit obligations and net costs.
  The
following table reflects the sensitivities associated with a 0.5% increase or a
0.5% decrease in key actuarial assumptions.  Each sensitivity reflects
the impact of the change based on a change in that assumption only.
 Impact
      on
                                                                                                                      
                                                                                                                      Impact
      onProjected
                                                                                                                      
                                                                                                                      2008Change
      in
                                                                                                                      
                                                                                                                      Benefit
                                                                                                                      
                                                                                                                      PensionActuarial
      assumption
                                                                                                                      Assumption
                                                                                                                      
                                                                                                                      Obligation
                                                                                                                      
                                                                                                                      Expense(millions)Discount
      rate
                                                                                                                      
                                                                                                                      0.5
                                                                                                                      %
                                                                                                                      increase
                                                                                                                      
                                                                                                                      $
                                                                                                                      (49.0
                                                                                                                      )
                                                                                                                      
                                                                                                                      $
                                                                                                                      (4.3
                                                                                                                      )Rate
      of return on plan assets
                                                                                                                      
                                                                                                                      0.5
                                                                                                                      %
                                                                                                                      increase
                                                                                                                      
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      (2.0
                                                                                                                      )Discount
      rate
                                                                                                                      
                                                                                                                      0.5
                                                                                                                      %
                                                                                                                      decrease
                                                                                                                      
                                                                                                                      
                                                                                                                      52.3
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      4.4Rate
      of return on plan assets
                                                                                                                      
                                                                                                                      0.5
                                                                                                                      %
                                                                                                                      decrease
                                                                                                                      
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      2.0
 Pension
expense for KCP&L is recorded in accordance with rate orders from the MPSC
and KCC.  The orders allow the difference between pension costs under
Statement of Financial Accounting Standards (SFAS) No. 87, “Employers’
Accounting for Pensions” and SFAS No. 88, “Employers’ Accounting for Settlements
and Curtailments of Defined Benefit Pension Plans and for Termination Benefits”
and pension costs for ratemaking to be recorded as a regulatory asset or
liability with future ratemaking recovery or refunds, as
appropriate.  KCP&L recorded 2008 pension expense of $33 million
after allocations to the other joint owners of generating facilities and
capitalized amounts in accordance with the 2007 MPSC and KCC rate
orders.
  GMO
records pension expense in accordance with rate orders from the
MPSC.  The difference between this expense and SFAS No. 87 expense is
recorded as a regulatory asset or liability.  See Note 10 to the
consolidated financial statements for additional discussion of the accounting
for pensions.
  Market
conditions and interest rates significantly affect the future assets and
liabilities of the plan.  It is difficult to predict future pension
costs, changes in pension liability and cash funding requirements due to
volatile market conditions.
  Regulatory
Matters
 Electric
utility is subject to the provisions of SFAS No. 71, “Accounting for the Effects
of Certain Types of Regulation.”  Accordingly, Great Plains Energy and
KCP&L have recorded assets and liabilities on their consolidated balance
sheets resulting from the effects of the ratemaking process, which would not
otherwise be recorded under GAAP.  Regulatory assets represent
incurred costs that are probable of recovery from future
revenues.  Regulatory liabilities represent: amounts imposed by rate
actions of electric utility’s regulators that may require refunds to customers;
amounts provided in current rates that are intended to recover costs that are
expected to be incurred in the future for which electric utility remains
accountable; or a gain or other reduction of allowable costs to be given to
customers over future periods.  Future recovery of regulatory assets
is not assured, but is generally subject to review by regulators in rate
proceedings for matters such as prudence and reasonableness.  Future
reductions in revenue or refunds for regulatory liabilities generally are not
mandated, pending future rate proceedings or actions by the
regulators.
 31
 Management
regularly assesses whether regulatory assets and liabilities are probable of
future recovery or refund by considering factors such as decisions by the MPSC,
KCC or FERC on electric utility’s rate case filings; decisions in other
regulatory proceedings, including decisions related to other companies that
establish precedent on matters applicable to electric utility; and changes in
laws and regulations.  If recovery or refund of regulatory assets or
liabilities is not approved by regulators or is no longer deemed probable, these
regulatory assets or liabilities are recognized in the current period results of
operations.  Electric utility’s continued ability to meet the criteria
for application of SFAS No. 71 may be affected in the future by restructuring
and deregulation in the electric industry.  In the event that SFAS No.
71 no longer applied to a deregulated portion of electric utility’s operations,
the related regulatory assets and liabilities would be written off unless an
appropriate regulatory recovery mechanism is provided.  Additionally,
these factors could result in an impairment on utility plant assets as
determined pursuant to SFAS No. 144, “Accounting for the Impairment or Disposal
of Long-lived Assets.”  See Note 7 to the consolidated financial
statements for additional information.
  Impairments
of Assets, Intangible Assets and Goodwill
 Long-lived
assets and intangible assets subject to amortization are periodically reviewed
for impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable as prescribed under SFAS No.
144.
  Goodwill
is tested for impairment at least annually and more frequently when indicators
of impairment exist as prescribed under SFAS No. 142, “Goodwill and Other
Intangible Assets.”  SFAS No. 142 requires that if the fair value of a
reporting unit is less than its carrying value including goodwill, the implied
fair value of the reporting unit goodwill must be compared with its carrying
value to determine the amount of impairment.  Great Plains Energy
allocates goodwill from the GMO acquisition to KCP&L and GMO reporting units
for impairment testing based upon the percentage of synergies expected from each
reporting unit.
  Impairment
analyses require management to make assumptions about future sales, operating
costs and discount rates over the life of the related asset, or in some cases
over an indefinite life.  Potential impairment indicators include such
factors as current period losses combined with a history of losses, or a
projection of continuing losses or a significant decrease in the market price of
the asset under review.  Management’s assumptions about these factors
require significant judgment and under different assumptions, the fair value of
an asset could be materially different.
  Accounting
standards require a company to recognize an impairment in the current period
results of operations if the sum of the undiscounted expected future cash flows
from the company’s asset is less than the carrying value of the
asset.  The impairment recognized is the difference between the fair
value and carrying value of the asset.
  During
the fourth quarter of 2008, extraordinary levels of volatility and disruption in
the stock market resulted in Great Plains Energy’s equity securities trading at
a stock price below carrying value.  Management concluded that the
fair value of the Company supported the GMO acquisition
goodwill.  However, there can be no assurance that continued market
volatility with declines of extended duration and severity will not trigger
impairment testing in the future, which could result in an impairment of
goodwill prospectively.
  Derivative
Accounting
 MPS
Merchant’s long-term natural gas contracts that qualify as derivatives under
SFAS No. 133, ‘‘Accounting for Derivative and Hedging Activities,’’ are recorded
under the mark-to-market method of accounting.  MPS Merchant’s
portfolio consists of natural gas contracts that are settled by the delivery of
the commodity or cash.  The market prices or fair values used in
determining the value of MPS Merchant’s portfolio are management’s best
estimates utilizing information such as closing exchange rates, over-the-counter
quotes, historical volatility and the potential impact on market prices of
liquidating positions in an orderly manner over a reasonable amount of time
under current market conditions.  As additional information becomes
available, or actual amounts are determinable, the recorded estimates are
revised.  As a result, operating results can be affected by revisions
to prior accounting estimates.
 32
 The
fair value of these derivative contracts are recorded as current or long-term
derivative assets or liabilities.  Changes in market prices will affect the
recorded fair value of contracts.  Natural gas market prices vary
based upon a number of factors.  Changes in the fair value of
contracts will affect earnings in the period of the change for contracts under
fair value accounting, while changes in forward market prices related to
contracts under accrual accounting will affect earnings in future periods to the
extent those prices are realized.
  Derivative
liabilities are discounted using the Company’s credit standing, versus the
receivable side of these transactions, which are discounted based on the
counterparties’ credit standings.  As these spreads narrow, non-cash
mark-to-market losses are recorded; as they widen, non-cash mark-to-market gains
are recorded.  These gains and losses can fluctuate if the Company’s
credit or the credit of a group of counterparties deteriorates or improves
significantly.
  Management
cannot predict whether, or to what extent, the factors affecting market prices
may change, but those changes could be material and could be either favorable or
unfavorable.
  Income
Taxes
 Income
taxes are accounted for using the asset/liability approach in accordance with
SFAS No. 109, “Accounting for Income Taxes.”  Deferred tax assets
and liabilities are determined based on the temporary differences between the
financial reporting and tax bases of assets and liabilities, applying enacted
statutory tax rates in effect for the year in which the differences are expected
to reverse.  Deferred investment tax credits are amortized ratably
over the life of the related property.  Deferred tax assets are also
recorded for net operating loss, capital loss and tax credit
carryforwards.  The Company is required to estimate the amount of
taxes payable or refundable for the current year and the deferred tax
liabilities and assets for future tax consequences of events reflected in the
Company’s consolidated financial statements or tax returns.  This
process requires management to make assessments regarding the timing and
probability of the ultimate tax impact.  The Company records valuation
allowances on deferred tax assets if it is determined that it is more likely
than not that the asset will not be realized.
  Additionally,
the Company establishes reserves for uncertain tax positions based upon
management’s judgment regarding potential future challenges to those positions
in accordance with FASB Interpretation (FIN) No. 48 “Accounting for
Uncertainty in Income Taxes,”an
interpretation of SFAS No. 109, “Accounting for Income
Taxes.”  Interest related to unrecognized tax benefits is recognized
in interest expense and penalties are recognized as a non-operating
expense.  The accounting estimates related to the liability for
uncertain tax positions require management to make judgments regarding the
sustainability of each uncertain tax position based on its technical
merits.  If it is determined that it is more likely than not a tax
position will be sustained based on its technical merits, the impact of the
position is recorded in the Company’s consolidated financial statements at the
largest amount that is greater than fifty percent likely of being realized upon
ultimate settlement.  These estimates are updated at each reporting
date based on the facts, circumstances and information
available.  Management is also required to assess at each reporting
date whether it is reasonably possible that any significant increases or
decreases to the unrecognized tax benefits will occur during the next twelve
months.  See Note 22 to the consolidated financial statements for
additional information.
 33
 GREAT PLAINS ENERGY RESULTS
OF OPERATIONS
  The
following table summarizes Great Plains Energy’s comparative results of
operations.  GMO’s results of operations are only included from the
date of the acquisition, July 14, 2008, through December 31, 2008.
 2008
                                                              2007
                                                              2006(millions)Operating
      revenues
                                                              $
                                                              1,670.1
                                                              
                                                              $
                                                              1,292.7
                                                              
                                                              $
                                                              1,140.4Fuel
                                                              
                                                              (311.4
                                                              )
                                                              
                                                              (245.5
                                                              )
                                                              
                                                              (229.5
                                                              )Purchased
      power
                                                              
                                                              (208.9
                                                              )
                                                              
                                                              (101.0
                                                              )
                                                              
                                                              (26.4
                                                              )Other
      operating expenses
                                                              
                                                              (639.8
                                                              )
                                                              
                                                              (523.0
                                                              )
                                                              
                                                              (462.7
                                                              )Skill
      set realignment deferral (costs)
                                                              
                                                              -
                                                              
                                                              
                                                              8.9
                                                              
                                                              
                                                              (9.4
                                                              )Depreciation
      and amortization
                                                              
                                                              (235.0
                                                              )
                                                              
                                                              (175.6
                                                              )
                                                              
                                                              (152.7
                                                              )Operating
      income
                                                              
                                                              275.0
                                                              
                                                              
                                                              256.5
                                                              
                                                              
                                                              259.7Non-operating
      income and expenses
                                                              
                                                              21.1
                                                              
                                                              
                                                              3.2
                                                              
                                                              
                                                              9.3Interest
      charges
                                                              
                                                              (111.3
                                                              )
                                                              
                                                              (91.9
                                                              )
                                                              
                                                              (70.1
                                                              )Income
      tax expense
                                                              
                                                              (63.8
                                                              )
                                                              
                                                              (44.9
                                                              )
                                                              
                                                              (60.3
                                                              )Minority
      interest in subsidiaries
                                                              
                                                              (0.2
                                                              )
                                                              
                                                              -
                                                              
                                                              
                                                              -Loss
      from equity investments
                                                              
                                                              (1.3
                                                              )
                                                              
                                                              (2.0
                                                              )
                                                              
                                                              (1.9
                                                              )Income
      from continuing operations
                                                              
                                                              119.5
                                                              
                                                              
                                                              120.9
                                                              
                                                              
                                                              136.7Income
      (loss) from discontinued operations
                                                              
                                                              35.0
                                                              
                                                              
                                                              38.3
                                                              
                                                              
                                                              (9.1
                                                              )Net
      income
                                                              
                                                              154.5
                                                              
                                                              
                                                              159.2
                                                              
                                                              
                                                              127.6Preferred
      dividends
                                                              
                                                              (1.6
                                                              )
                                                              
                                                              (1.6
                                                              )
                                                              
                                                              (1.6
                                                              )Earnings
      available for common shareholders
                                                              $
                                                              152.9
                                                              
                                                              $
                                                              157.6
                                                              
                                                              $
                                                              126.0
 2008
compared to 2007
 Great
Plains Energy’s 2008 earnings available for common shareholders decreased to
$152.9 million, or $1.51 per share, from $157.6 million, or $1.85 per diluted
share in 2007.  A higher number of common shares, primarily due to the
issuance of 32.2 million shares for the acquisition of GMO, diluted 2008
earnings per share by $0.28.
  Electric
utility’s net income decreased $13.7 million in 2008 compared to
2007.  This decrease was primarily due to mild summer weather, a
decrease in wholesale sales, higher fuel costs, higher purchased power prices
and planned and unplanned plant outages which led to increased operating
expenses at KCP&L.  Also, in 2007, KCP&L received
authorization from the MPSC and KCC to defer $8.9 million of skill set
realignment costs incurred in 2006 resulting in lower expenses in
2007.  Partially offsetting these decreases were increased retail
revenues primarily due to new retail rates at KCP&L effective January 1,
2008 and an increase in AFUDC at KCP&L.  The acquisition of GMO
increased electric utility’s net income $17.9 million.
  Great
Plains Energy’s corporate and other activities loss from continuing operations
decreased $12.3 million in 2008 compared to 2007, primarily due to $3.4 million
of after-tax income related to the release of a legal reserve described in Note
17 to the consolidated financial statements, the reversal of $3.6 million of
after-tax interest expense related to unrecognized tax benefits, a $3.8 million
after-tax favorable impact from the deferral in 2008 of merger transition costs
incurred in 2007 to a regulatory asset and a $4.6 million after-tax change in
the fair value of Forward Starting Swaps (FSS).  The acquisition of
GMO increased Great Plains Energy’s corporate and other activities loss $5.4
million.
  2007
compared to 2006
 Great
Plains Energy’s 2007 earnings available for common shareholders increased to
$157.6 million, or $1.85 per diluted share, from $126.0 million, or $1.61 per
diluted share in 2006.  A higher number of common shares, primarily
due to the issuance of 5.2 million shares to the holders of FELINE PRIDESSM in
February 2007 and 5.2 million shares in May 2006, diluted 2007 earnings per
share by $0.17.
 34
 Electric
utility’s net income increased $7.2 million in 2007 compared to 2006 due to
increased retail and wholesale revenues, which more than offset the impact of
planned and unplanned outages during the first half of the year that lead to
increased fuel, purchased power and operating expenses.  Additionally,
in 2006 KCP&L recorded $9.3 million of skill set realignment costs and in
2007 received authorization from the MPSC and KCC to defer $8.9 million of these
costs to be amortized in future years.
  Great
Plains Energy’s corporate and other activities recognized an additional $23.0
million net loss in 2007 compared to 2006, which was primarily attributable to a
decline in available tax credits from affordable housing investments and overall
higher expenses at the holding company, including $11.7 million of transition
costs related to the anticipated acquisition of GMO, and a $10.3 million
after-tax loss for the fair value of FSS entered into by Great Plains Energy
during 2007.
  ELECTRIC UTILITY RESULTS OF
OPERATIONS
  The
following table summarizes the electric utility segment results of
operations.
 2008
                                                        2007
                                                        2006(millions)Operating
      revenues
                                                        $
                                                        1,670.1
                                                        
                                                        $
                                                        1,292.7
                                                        
                                                        $
                                                        1,140.4Fuel
                                                        
                                                        (311.4
                                                        )
                                                        
                                                        (245.5
                                                        )
                                                        
                                                        (229.5
                                                        )Purchased
      power
                                                        
                                                        (209.9
                                                        )
                                                        
                                                        (101.0
                                                        )
                                                        
                                                        (26.4
                                                        )Other
      operating expenses
                                                        
                                                        (624.2
                                                        )
                                                        
                                                        (500.4
                                                        )
                                                        
                                                        (451.5
                                                        )Skill
      set realignment deferral (costs)
                                                        
                                                        -
                                                        
                                                        
                                                        8.9
                                                        
                                                        
                                                        (9.3
                                                        )Depreciation
      and amortization
                                                        
                                                        (235.0
                                                        )
                                                        
                                                        (175.6
                                                        )
                                                        
                                                        (152.7
                                                        )Operating
      income
                                                        
                                                        289.6
                                                        
                                                        
                                                        279.1
                                                        
                                                        
                                                        271.0Non-operating
      income and expenses
                                                        
                                                        21.3
                                                        
                                                        
                                                        4.2
                                                        
                                                        
                                                        11.1Interest
      charges
                                                        
                                                        (96.9
                                                        )
                                                        
                                                        (67.2
                                                        )
                                                        
                                                        (60.9
                                                        )Income
      tax expense
                                                        
                                                        (70.9
                                                        )
                                                        
                                                        (59.3
                                                        )
                                                        
                                                        (71.6
                                                        )Net
      income
                                                        $
                                                        143.1
                                                        
                                                        $
                                                        156.8
                                                        
                                                        $
                                                        149.6
 Electric
utility’s residential customers’ usage is significantly affected by
weather.  Bulk power sales, the major component of wholesale sales,
vary with system requirements, generating unit and purchased power availability,
fuel costs and requirements of other electric systems.  Electric
utility’s revenues contain certain fuel recovery mechanisms as
follows:
  ·
                KCP&L’s
      Kansas retail rates effective January 1, 2008, contain an ECA
      tariff.  The ECA tariff reflects the projected annual amount of
      fuel, purchased power, emission allowances, transmission costs and
      asset-based off-system sales margin.  These projected amounts
      are subject to quarterly re-forecasts.  Any difference between
      the ECA revenue collected and the actual ECA amounts for a given year
      (which may be positive or negative) is recorded as an increase to or
      reduction of retail revenues and deferred as a regulatory asset or
      liability to be recovered from or refunded to Kansas retail customers over
      twelve months beginning April 1 of the succeeding
  year.
  ·
                GMO’s
      electric retail rates contain a FAC under which 95% of the difference
      between actual fuel and purchased power costs and the amount of fuel and
      purchased power costs provided in base rates is passed along to GMO’s
      customers.  The FAC cycle consists of an accumulation period of
      six months beginning in June and December.  FAC rate approval is
      requested every six months for a twelve month recovery
      period.  The FAC is recorded as an increase to or reduction of
      retail revenues and deferred as a regulatory asset or liability to be
      recovered from or refunded to GMO’s electric retail
    customers.
  ·
                GMO’s
      steam rates contain a Quarterly Cost Adjustment (QCA) under which 80% of
      the difference between actual fuel costs and base fuel costs is passed
      along to GMO’s steam customers.  The QCA is
 35
 recorded
      as an increase to or reduction of other revenues and deferred as a
      regulatory asset or liability to be recovered from or refunded to GMO’s
      steam customers.
  KCP&L’s
Missouri retail rates do not contain a similar adjustment mechanism, meaning
that changes in costs will not be reflected in rates until new rates are
authorized by the MPSC.  This regulatory lag between the time costs
change and when they are reflected in rates applies to all costs not included in
fuel recovery mechanisms as described above.  In the current rising
cost environment, regulatory lag can be expected to have an adverse impact on
Great Plains Energy’s results of operations.
  Generation
fuel mix can substantially change the fuel cost per MWh
generated.  Generation fuel mix can be significantly impacted by
planned and unplanned plant outages.  Nuclear fuel cost per MWh
generated is substantially less than the cost of coal per MWh generated, which
is significantly lower than the cost of natural gas and oil per MWh
generated.  The cost per MWh for purchased power is generally
significantly higher than the cost per MWh of coal and nuclear
generation.  Electric utility continually evaluates its system
requirements, the availability of generating units, its demand-side management
and efficiency programs, availability and cost of fuel supply and purchased
power, and the requirements of other electric systems to provide reliable power
economically.
  Electric
Utility Revenues and MWh Sales
 %
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  %2008
                                                                                                                                  Change
      (a)
                                                                                                                                  2007
                                                                                                                                  Change
                                                                                                                                  2006Retail
      revenues
                                                                                                                                  (millions)Residential
                                                                                                                                  $
                                                                                                                                  605.5
                                                                                                                                  
                                                                                                                                  NM
                                                                                                                                  
                                                                                                                                  $
                                                                                                                                  433.8
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  13
                                                                                                                                  
                                                                                                                                  $
                                                                                                                                  384.3Commercial
                                                                                                                                  
                                                                                                                                  620.7
                                                                                                                                  
                                                                                                                                  NM
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  492.1
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  11
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  442.6Industrial
                                                                                                                                  
                                                                                                                                  142.2
                                                                                                                                  
                                                                                                                                  NM
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  106.8
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  7
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  99.8Other
      retail revenues
                                                                                                                                  
                                                                                                                                  13.3
                                                                                                                                  
                                                                                                                                  NM
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  9.9
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  12
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  8.8Provision
      for rate refund (excess Missouriwholesale
      margin)
                                                                                                                                  
                                                                                                                                  (2.9
                                                                                                                                  )
                                                                                                                                  NM
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  (1.1
                                                                                                                                  )
                                                                                                                                  NA
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  -Fuel
      recovery mechanism under recovery
                                                                                                                                  
                                                                                                                                  30.7
                                                                                                                                  
                                                                                                                                  NM
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  -
                                                                                                                                  
                                                                                                                                  NA
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  -Total
      retail
                                                                                                                                  
                                                                                                                                  1,409.5
                                                                                                                                  
                                                                                                                                  NM
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  1,041.5
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  11
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  935.5Wholesale
      revenues
                                                                                                                                  
                                                                                                                                  230.1
                                                                                                                                  
                                                                                                                                  NM
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  234.0
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  23
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  190.4Other
      revenues
                                                                                                                                  
                                                                                                                                  30.5
                                                                                                                                  
                                                                                                                                  NM
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  17.2
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  19
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  14.5Total
      revenues
                                                                                                                                  $
                                                                                                                                  1,670.1
                                                                                                                                  
                                                                                                                                  NM
                                                                                                                                  
                                                                                                                                  $
                                                                                                                                  1,292.7
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  13
                                                                                                                                  
                                                                                                                                  $
                                                                                                                                  1,140.4
 %
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    %2008
                                                                                                                                    Change
      (a)
                                                                                                                                    2007
                                                                                                                                    Change
                                                                                                                                    2006Retail
      MWh sales
                                                                                                                                    (thousands)Residential
                                                                                                                                    
                                                                                                                                    7,047
                                                                                                                                    
                                                                                                                                    NM
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    5,597
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    3
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    5,413Commercial
                                                                                                                                    
                                                                                                                                    9,227
                                                                                                                                    
                                                                                                                                    NM
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    7,737
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    5
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    7,403Industrial
                                                                                                                                    
                                                                                                                                    2,721
                                                                                                                                    
                                                                                                                                    NM
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    2,161
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    1
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    2,148Other
      retail MWh sales
                                                                                                                                    
                                                                                                                                    94
                                                                                                                                    
                                                                                                                                    NM
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    92
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    8
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    86Total
      retail
                                                                                                                                    
                                                                                                                                    19,089
                                                                                                                                    
                                                                                                                                    NM
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    15,587
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    4
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    15,050Wholesale
      MWh sales
                                                                                                                                    
                                                                                                                                    5,237
                                                                                                                                    
                                                                                                                                    NM
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    5,635
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    21
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    4,676Total
      MWh sales
                                                                                                                                    
                                                                                                                                    24,326
                                                                                                                                    
                                                                                                                                    NM
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    21,222
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    8
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    19,726(a)
      Not meaningful due to the acquisition of GMO on July 14,
    2008.
  Retail
revenues increased $368.0 million in 2008 compared to 2007.  The
acquisition of GMO increased retail revenue $306.2 million.  New
retail rates, effective January 1, 2008, at KCP&L also increased retail
revenue.  These increases were partially offset by mild summer weather
in 2008, with a 27% decrease in cooling degree days.
 36
 Retail
revenues increased $106.0 million in 2007 compared to 2006 primarily due to new
retail rates effective January 1, 2007, growth in the number of customers and
higher usage per customer.  In addition, favorable weather in 2007,
with a 22% increase in heating degree days partially offset by a 5% decrease in
cooling degree days, contributed to the increase in retail revenue.
  The
following table provides cooling degree days (CDD) and heating degree days (HDD)
for the last three years at the Kansas City International
Airport.  CDD and HDD are used to reflect the demand for energy to
cool or heat homes and buildings.
 2008
                                                                                                              
                                                                                                              %
      Change
                                                                                                              
                                                                                                              2007
                                                                                                              
                                                                                                              %
      Change
                                                                                                              
                                                                                                              2006CDD
                                                                                                              
                                                                                                              1,196
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              (27
                                                                                                              )
                                                                                                              
                                                                                                              
                                                                                                              1,637
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              (5
                                                                                                              )
                                                                                                              
                                                                                                              
                                                                                                              1,724HDD
                                                                                                              
                                                                                                              5,590
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              14
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              4,925
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              22
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              4,052
 Wholesale
revenues decreased $3.9 million in 2008 compared to 2007 due to an 11% decrease
in wholesale MWh sales resulting from less generation at KCP&L due to plant
outages.  This decrease was partially offset by a 9% increase in the
average market price power per MWh to $46.34, primarily due to higher natural
gas prices.  The acquisition of GMO increased wholesale revenues $8.6
million.
  Wholesale
revenues increased $43.6 million in 2007 compared to 2006 due to a 21% increase
in wholesale MWh sales resulting from increased generation due to greater plant
availability in the second half of the year.
  Electric
Utility Fuel and Purchased Power
 %
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              %2008
                                                                                                              
                                                                                                              Change
                                                                                                              
                                                                                                              2007
                                                                                                              
                                                                                                              Change
                                                                                                              
                                                                                                              2006Net
      MWhs Generated by Fuel Type
                                                                                                              (thousands)Coal
                                                                                                              
                                                                                                              16,793
                                                                                                              
                                                                                                              NM(a)
                                                                                                              
                                                                                                              
                                                                                                              14,894
                                                                                                              
                                                                                                              
                                                                                                              (1
                                                                                                              )
                                                                                                              
                                                                                                              15,056Nuclear
                                                                                                              
                                                                                                              3,994
                                                                                                              
                                                                                                              
                                                                                                              (18
                                                                                                              )
                                                                                                              
                                                                                                              4,873
                                                                                                              
                                                                                                              
                                                                                                              11
                                                                                                              
                                                                                                              
                                                                                                              4,395Natural
      gas and oil
                                                                                                              
                                                                                                              486
                                                                                                              
                                                                                                              NM(a)
                                                                                                              
                                                                                                              
                                                                                                              544
                                                                                                              
                                                                                                              
                                                                                                              (4
                                                                                                              )
                                                                                                              
                                                                                                              564Wind
                                                                                                              
                                                                                                              419
                                                                                                              
                                                                                                              
                                                                                                              38
                                                                                                              
                                                                                                              
                                                                                                              305
                                                                                                              
                                                                                                              NM
                                                                                                              
                                                                                                              
                                                                                                              106Total
      Generation
                                                                                                              
                                                                                                              21,692
                                                                                                              
                                                                                                              NM(a)
                                                                                                              
                                                                                                              
                                                                                                              20,616
                                                                                                              
                                                                                                              
                                                                                                              2
                                                                                                              
                                                                                                              
                                                                                                              20,121(a)
      Not meaningful due to the acquisition of GMO on July 14,
    2008.
  KCP&L’s
coal base load equivalent availability factor for 2008, decreased to 78% from
80% in 2007 and from 83% in 2006.  GMO’s coal base load equivalent
availability factor since the July 14, 2008, acquisition was 66% which was
negatively impacted by scheduled plant outages in the last half of
2008.
  KCP&L’s
nuclear unit, Wolf Creek, accounts for approximately 15% of electric utility’s
base load capacity.  Wolf Creek’s latest refueling outage began on
March 20, 2008, and there were several increases in work scope during the outage
that extended the restart until May 14, 2008.  A primary driver of the
work scope increases was modifications to piping systems associated with the
emergency core cooling systems.  As a result of the outage, the
capacity and equivalent availability factor for Wolf Creek decreased to 83% in
2008 compared to 100% for 2007.
  Fuel
expense increased $65.9 million in 2008 compared to 2007.  The
acquisition of GMO increased fuel expense $58.1 million.  The
remaining increase was at KCP&L, primarily due to higher coal and coal
transportation costs and less nuclear in the fuel mix, which has a lower cost
compared to other fuel types.  These increases were partially offset
by decreased MWhs generated by KCP&L, primarily due to lower system
requirements.
 37
 Fuel
expense increased $16.0 million in 2007 compared to 2006 primarily due to higher
coal and coal transportation costs and a 2% increase in MWhs generated,
excluding wind generation, which has no fuel cost.  This increase was
partially offset by changes in the fuel mix with more nuclear and less coal and
natural gas in the fuel mix.
  Purchased
power expense increased $108.9 million in 2008 compared to 2007.  The
acquisition of GMO increased purchased power expense $90.9
million.  The remaining increase at KCP&L was primarily due to a
26% increase in the average price per MWh as a result of higher natural gas
prices.  Additionally, an 8% increase in MWh purchases primarily due
to the impact of the Wolf Creek refueling outage increased purchased power
expense.  These increases were partially offset by $6.9 million in
recoveries from a litigation settlement regarding a 2005 transformer
failure.
  Purchased
power expense increased $74.6 million in 2007 compared to 2006 primarily due to
a 240% increase in MWh purchases to support increased retail load, the impact of
planned and unplanned outages in the first half of 2007 and increased purchases
for resale to satisfy firm wholesale MWh sales commitments when it was more
economical to purchase power rather than delivering MWhs generated at
KCP&L’s plants.  This increase was slightly offset by a 10%
decrease in the average price per MWh.
  Electric
Utility Other Operating Expenses (including utility operating
expenses, maintenance, general taxes and other)
 Electric
utility’s other operating expenses increased $123.8 million in 2008 compared to
2007 primarily due to the following:
  ·
                the
      acquisition of GMO increased operating expenses $95.9
    million,
  ·
                increased
      plant operations and maintenance expenses of $12.2 million due to plant
      outages,
  ·
                increased
      employee-related costs of $5.5
million,
  ·
                increased
      property taxes of $3.0 million due to higher assessments and higher mill
      levies and
  ·
                increased
      gross receipts tax expense of $2.1 million due to the increase in
      revenues.
  Electric
utility’s other operating expenses increased $48.9 million in 2007 compared to
2006 primarily due to the following:
  ·
                increased
      pension expenses of $18.4 million due to the increased level of pension
      costs in KCP&L’s rates effective January 1,
  2007,
  ·
                increased
      plant operations and maintenance expenses of $9.7 million primarily due to
      planned and unplanned outages in the first half of 2007 and the addition
      of the Spearville Wind Energy Facility in the third quarter of
      2006,
  ·
                increased
      transmission expenses of $7.7 million primarily due to increased
      transmission usage charges as a result of the increased wholesale MWh
      sales and higher SPP fees,
  ·
                increased
      gross receipts tax expense of $3.6 million due to the increase in
      revenues,
  ·
                increased
      labor expense of $2.8 million primarily due to filling open
      positions,
  ·
                increased
      equity compensation expense of $1.9 million
and
  ·
                increased
      property taxes of $1.6 million primarily due to increases in mill
      levies.
  Partially
offsetting the increases in other operating expenses was decreased incentive
compensation expense of $5.7 million.
 38
 Electric
Utility Skill Set Realignment
 In
2005 and early 2006, management undertook a process to assess, improve and
reposition the skill sets of employees for implementation of KCP&L’s
Comprehensive Energy Plan.  KCP&L recorded $9.3 million in 2006
related to this workforce realignment process reflecting severance, benefits and
related payroll taxes provided by KCP&L to employees.  In 2007,
KCP&L received authorization from the MPSC and KCC to establish $8.9 million
in regulatory assets for these costs and amortize them over five years for the
Missouri jurisdictional portion and ten years for the Kansas jurisdictional
portion effective with new rates on January 1, 2008.
 
 Electric
Utility Depreciation and Amortization
 Electric
utility’s depreciation and amortization costs increased $59.4 million in 2008
compared to 2007.  The acquisition of GMO increased depreciation and
amortization $30.7 million.  The remaining increase at KCP&L was
primarily due to additional amortization pursuant to rate case orders of $21.7
million combined with normal depreciation activity for capital
additions.
  Electric
utility’s depreciation and amortization costs increased $22.9 million in 2007
compared to 2006 primarily due to additional amortization pursuant to 2006 rate
case orders of $11.9 million and a $4.5 million increase due to wind generation
assets placed in service in the third quarter of 2006.
  Electric
Utility Non-Operating Income and Expenses
 Electric
utility’s non-operating income and expenses increased $17.1 million in 2008
compared to 2007.  The acquisition of GMO increased non-operating
income and expenses $2.1 million.  The remaining increase at KCP&L
was primarily due to an increase in the equity component of AFUDC resulting from
a higher construction work in progress balance due to Comprehensive Energy Plan
projects.
 
 Electric
Utility Interest Charges
 Electric
utility’s interest charges increased $29.7 million in 2008 compared to
2007.  The acquisition of GMO increased interest charges $24.6
million.  The remaining increase at KCP&L was primarily due to
interest on $350.0 million of 6.375% unsecured Senior Notes issued in March
2008, partially offset by an increase in the debt component of AFUDC resulting
from a higher construction work in progress balance due to Comprehensive Energy
Plan projects.
  Electric
utility’s interest charges increased $6.3 million in 2007 compared to 2006 due
to an increase in short-term borrowings to support expenditures related to
KCP&L’s Comprehensive Energy Plan.
  Electric
Utility Income Tax Expense
 Electric
utility’s income tax expense increased $11.6 million in 2008 compared to
2007.  The acquisition of GMO increased income taxes $11.1
million.  The remaining increase was primarily due to an increase of
$20.3 million as a result of an increase in the composite tax rate reflecting
the sale of Strategic Energy, mostly offset by decreased pre-tax income and
increased wind credits.  See Note 22 to the consolidated financial
statements for a reconciliation of effective income tax rates for the
periods.
  Electric
utility’s income tax expense decreased $12.3 million in 2007 compared to 2006
primarily due to $4.1 million of wind credits and a $7.3 million increase in the
allocation of tax benefits from holding company losses pursuant to Great Plains
Energy’s intercompany tax allocation agreement.
 39
 GREAT PLAINS ENERGYSIGNIFICANT
BALANCE SHEET CHANGES (December 31, 2008 compared to December 31,
2007)
  The
following table summarizes significant balance sheet changes due to the
acquisition of GMO.
 Total
                                                                December
      31, 2008
                                                                RemainingChange
                                                                GMO
                                                                ChangeAssets
                                                                (millions)Cash
      and cash equivalents
                                                                $
                                                                37.1
                                                                
                                                                
                                                                $
                                                                31.5
                                                                
                                                                
                                                                $
                                                                5.6Funds
      on deposit
                                                                
                                                                10.8
                                                                
                                                                
                                                                
                                                                10.8
                                                                
                                                                
                                                                
                                                                -Receivables,
      net
                                                                
                                                                76.3
                                                                
                                                                
                                                                
                                                                109.2
                                                                
                                                                
                                                                
                                                                (32.9
                                                                )Fuel
      inventories, at average cost
                                                                
                                                                51.1
                                                                
                                                                
                                                                
                                                                35.3
                                                                
                                                                
                                                                
                                                                15.8Materials
      and supplies, at average cost
                                                                
                                                                35.3
                                                                
                                                                
                                                                
                                                                31.0
                                                                
                                                                
                                                                
                                                                4.3Refundable
      income taxes
                                                                
                                                                10.0
                                                                
                                                                
                                                                
                                                                3.4
                                                                
                                                                
                                                                
                                                                6.6Deferred
      income taxes
                                                                
                                                                25.0
                                                                
                                                                
                                                                
                                                                23.2
                                                                
                                                                
                                                                
                                                                1.8Assets
      held for sale
                                                                
                                                                16.3
                                                                
                                                                
                                                                
                                                                16.3
                                                                
                                                                
                                                                
                                                                -Derivative
      instruments - current
                                                                
                                                                4.1
                                                                
                                                                
                                                                
                                                                4.2
                                                                
                                                                
                                                                
                                                                (0.1
                                                                )Other
      nonutility property and investments
                                                                
                                                                33.6
                                                                
                                                                
                                                                
                                                                35.9
                                                                
                                                                
                                                                
                                                                (2.3
                                                                )Net
      utility plant in service
                                                                
                                                                1,504.6
                                                                
                                                                
                                                                
                                                                1,425.7
                                                                
                                                                
                                                                
                                                                78.9Construction
      work in progress
                                                                
                                                                1,128.9
                                                                
                                                                
                                                                
                                                                510.6
                                                                
                                                                
                                                                
                                                                618.3Regulatory
      assets
                                                                
                                                                424.7
                                                                
                                                                
                                                                
                                                                215.7
                                                                
                                                                
                                                                
                                                                209.0Goodwill
                                                                
                                                                156.0
                                                                
                                                                
                                                                
                                                                156.0
                                                                
                                                                
                                                                
                                                                -Derivative
      instruments - long-term
                                                                
                                                                13.0
                                                                
                                                                
                                                                
                                                                13.0
                                                                
                                                                
                                                                
                                                                -LiabilitiesNotes
      payable
                                                                
                                                                162.0
                                                                
                                                                
                                                                
                                                                174.0
                                                                
                                                                
                                                                
                                                                (12.0
                                                                )Current
      maturities of long-term debt
                                                                
                                                                70.4
                                                                
                                                                
                                                                
                                                                70.7
                                                                
                                                                
                                                                
                                                                (0.3
                                                                )Accounts
      payable
                                                                
                                                                176.6
                                                                
                                                                
                                                                
                                                                121.7
                                                                
                                                                
                                                                
                                                                54.9Accrued
      taxes
                                                                
                                                                8.2
                                                                
                                                                
                                                                
                                                                7.1
                                                                
                                                                
                                                                
                                                                1.1Accrued
      interest
                                                                
                                                                55.8
                                                                
                                                                
                                                                
                                                                52.2
                                                                
                                                                
                                                                
                                                                3.6Pension
      and post-retirement liability - current
                                                                
                                                                3.4
                                                                
                                                                
                                                                
                                                                3.1
                                                                
                                                                
                                                                
                                                                0.3Derivative
      instruments - current
                                                                
                                                                41.8
                                                                
                                                                
                                                                
                                                                5.9
                                                                
                                                                
                                                                
                                                                35.9Other
      current liabilities
                                                                
                                                                33.6
                                                                
                                                                
                                                                
                                                                32.1
                                                                
                                                                
                                                                
                                                                1.5Deferred
      income taxes
                                                                
                                                                (220.9
                                                                )
                                                                
                                                                
                                                                (194.8
                                                                )
                                                                
                                                                
                                                                (26.1
                                                                )Deferred
      tax credits
                                                                
                                                                78.5
                                                                
                                                                
                                                                
                                                                5.6
                                                                
                                                                
                                                                
                                                                72.9Asset
      retirement obligations
                                                                
                                                                29.8
                                                                
                                                                
                                                                
                                                                12.4
                                                                
                                                                
                                                                
                                                                17.4Pension
      and post-retirement liability - long-term
                                                                
                                                                288.4
                                                                
                                                                
                                                                
                                                                35.0
                                                                
                                                                
                                                                
                                                                253.4Regulatory
      liabilities
                                                                
                                                                65.3
                                                                
                                                                
                                                                
                                                                93.6
                                                                
                                                                
                                                                
                                                                (28.3
                                                                )Other
      deferred credits and other liabilities
                                                                
                                                                39.3
                                                                
                                                                
                                                                
                                                                54.1
                                                                
                                                                
                                                                
                                                                (14.8
                                                                )Long-term
      debt
                                                                
                                                                1,453.7
                                                                
                                                                
                                                                
                                                                1,080.1
                                                                
                                                                
                                                                
                                                                373.6
 The
following are significant balance sheet changes in addition to the impacts due
to the acquisition of GMO.
  ·
                Great
      Plains Energy’s receivables, net decreased $32.9 million due to a $29.2
      million decrease in receivables from joint owners primarily related to
      Comprehensive Energy Plan projects and a $22.7 million decrease in
      receivables from wholesale power sales.  Partially offsetting
      these decreases was a $10.0 million receivable related to KCP&L’s
      Series 2008 EIRR bonds issued in May 2008 and a $12.0 million increase in
      customer receivables due to new retail rates and higher usage due to
      colder weather in December 2008.
  ·
                Great
      Plains Energy’s fuel inventories increased $15.8 million at KCP&L
      primarily due to decreased generation resulting from planned and unplanned
      plant outages and increased coal and coal transportation
      prices.
 40
 ·
                Great
      Plains Energy’s construction work in progress increased $618.3 million at
      KCP&L primarily due to a $536.1 million increase related to
      KCP&L’s Comprehensive Energy Plan, including $369.8 million related to
      the construction of Iatan No. 2 and $166.3 million for environmental
      upgrades.
  ·
                Great
      Plains Energy’s regulatory assets increased $209.0 million at KCP&L
      due to a reduction of plan assets in the pension and post-retirement plans
      as a result of unprecedented levels of volatility and disruption in the
      stock and credit markets.  As a regulated utility, KCP&L
      expects to recover any pension and post-retirement liabilities from
      ratepayers and, as a result, recorded a regulatory asset to offset losses
      in plan assets.
  ·
                Great
      Plains Energy’s accounts payable increased $54.9 million due to increased
      payables related to Comprehensive Energy Plan projects, higher purchased
      power prices and the timing of cash
payments.
  ·
                Great
      Plains Energy’s derivative instruments – current liabilities increased
      $35.9 million primarily due to a $63.7 million decline in the fair value
      of FSS that were assigned from Great Plains Energy to KCP&L, partially
      offset by a decrease of $28.0 million at KCP&L related to the
      settlement of a Treasury Lock (T-Lock) simultaneously with the issuance of
      $350.0 million of 6.375% Senior Notes in March
  2008.
  ·
                Great
      Plains Energy’s deferred tax credits increased $72.9 million due to
      recognition of $74.2 million of advanced coal credits.  See Note
      22 to the consolidated financial statements for additional information on
      the advanced coal credits.
  ·
                Great
      Plains Energy’s asset retirement obligations increased $17.4 million
      primarily due to KCP&L recording $14.2 million of changes in cost
      estimates and timing used in computing the present value of certain
      asbestos Asset Retirement Obligations (AROs).  See Note 9 to the
      consolidated financial statements for additional
    information.
  ·
                Great
      Plains Energy’s pension and post-retirement liability – long-term
      increased $253.4 million due to unprecedented levels of volatility and
      disruption in the stock and credit markets which resulted in large
      reductions in the value of plan
assets.
  ·
                Great
      Plains Energy’s regulatory liabilities decreased $28.3 million at
      KCP&L primarily due to a reclassification to accumulated depreciation,
      consistent with ratemaking treatment, of the regulatory liability for
      additional Wolf Creek amortization (Missouri) of $14.6
      million.
  ·
                Great
      Plains Energy’s other – deferred credits and other liabilities decreased
      $14.8 million due to the payment against and release of a legal
      reserve.
  ·
                Great
      Plains Energy’s long-term debt increased $373.6 million due to KCP&L’s
      issuance of $350.0 million of 6.375% Senior Notes in March 2008 and $23.4
      million of Series 2008 EIRR bonds in May
2008.
  CAPITAL REQUIREMENTS AND
LIQUIDITY
  Great
Plains Energy operates through its subsidiaries and has no material assets other
than the stock of its subsidiaries.  Great Plains Energy’s ability to
make payments on its debt securities and its ability to pay dividends is
dependent on its receipt of dividends or other distributions from its
subsidiaries, proceeds from the issuance of its securities and borrowing under
its revolving credit facility.
  Great
Plains Energy’s capital requirements are principally comprised of debt
maturities and electric utility’s utility construction and other capital
expenditures.  These items as well as additional cash and capital
requirements are discussed below.
  41
 Great
Plains Energy's liquid resources at December 31, 2008, consisted of $61.1
million of cash and cash equivalents on hand and $832.2 million of unused bank
lines of credit.  The unused lines consisted of $207.9 million from
KCP&L's revolving credit facility, $289.2 million from GMO’s credit
facilities and $335.1 million from Great Plains Energy's revolving credit
facility.  At February 20, 2009, Great Plains Energy’s unused bank
lines of credit decreased $202.9 million from the amount at December 31, 2008,
primarily to support expenditures for
Comprehensive Energy Plan projects.  See Note 12 to the consolidated
financial statements for more information on these agreements.
  Great
Plains Energy intends to meet day-to-day cash flow requirements including
interest payments, retirement of maturing debt, construction requirements
(excluding KCP&L’s Comprehensive Energy Plan), dividends and pension benefit
plan funding requirements, discussed below, with a combination of internally
generated funds and proceeds from the issuance of short-term and long-term debt,
equity securities or equity-linked securities.  Great Plains Energy’s
intention to meet a portion of these requirements with internally generated
funds may; however, be impacted by the effect of inflation on operating
expenses, the level of MWh sales, regulatory actions, compliance with
environmental regulations and the availability of generating
units.  In addition, Great Plains Energy may issue debt, equity and/or
equity-linked securities to finance growth or take advantage of new
opportunities.
  KCP&L
currently expects to fund its Comprehensive Energy Plan from a combination of
internal and external sources including, but not limited to, contributions from
rate increases, capital contributions to KCP&L from Great Plains Energy's
security issuances and new short and long-term debt financing.
  KCP&L’s
primary means of short-term financing is the issuance of commercial
paper.  Commercial paper market conditions were extremely difficult in
the late third quarter and early fourth quarter of 2008.  Despite
this, KCP&L maintained uninterrupted access to the commercial paper market,
although at higher rates and shorter terms than historically.  As the
fourth quarter progressed, conditions in the commercial paper market improved
and KCP&L benefited in terms of both longer available terms and lower
rates.
  In
February 2009, Great Plains Energy reduced its annual common dividend from $1.66
per common share to $0.83 per common share, which will reduce annual cash
requirements for dividend payments by approximately $100 million from the level
required if the prior dividend had been maintained.
  Great
Plains Energy presently believes it has the necessary liquidity to effectively
conduct business operations for much of 2009 if capital markets were to become
inaccessible.  Instability in the capital and credit markets such as
which occurred in the fourth quarter of 2008, could adversely affect Great
Plains Energy’s access and cost of needed capital.
 
 Cash
Flows from Operating Activities
 Great
Plains Energy generated positive cash flows from operating activities for the
periods presented.  The increase in cash flows from operating
activities for Great Plains Energy in 2008 compared to 2007 reflects an increase
in KCP&L’s cash flows due to a decrease in accounts receivable from
wholesale sales and joint owners and tax refunds received in 2008 partially
offset by payment of $41.2 million for the settlement of three
T-Locks.  Other changes in working capital are detailed in Note 3 to
the consolidated financial statements.
  The
increase in cash flows from operating activities for Great Plains Energy in 2007
compared to 2006 reflects an increase in KCP&L’s cash flows due to higher
retail and wholesale revenues more than offsetting higher operating expenses
combined with $24.0 million in proceeds from sales of SO2 emission
allowances in 2007.  This increase was partially offset by a $15.5
million increase in deferred acquisition costs at Great Plains Energy and a
lower retail margin per MWh without the impact of unrealized fair value gains
and losses at Strategic Energy.  Other changes in working capital
detailed in Note 3 to the consolidated financial statements also impacted
operating cash flows.
  42
 Cash
Flows from Investing Activities
 Great
Plains Energy’s cash used for investing activities varies with the timing of
utility capital expenditures and purchases of investments and nonutility
property.  Investing activities are offset by the proceeds from the
sale of properties and insurance recoveries.
 Great
Plains Energy’s utility capital expenditures increased $512.2 million in 2008
compared to 2007.  The acquisition of GMO increased cash utility
capital expenditures $213.2 million and KCP&L’s cash utility capital
expenditures increased $299.0 million due to a $285.7 million increase related
to KCP&L’s Comprehensive Energy Plan.
  On
July 14, 2008, Great Plains Energy closed its acquisition of
GMO.  Great Plains Energy paid cash consideration of $0.7
billion.  At the time of the acquisition, GMO had approximately $1.0
billion of cash from the sale of its electric utility assets in Colorado,
Kansas, Nebraska and Iowa to Black Hills.
  Great
Plains Energy’s utility capital expenditures increased $35.6 million in 2007
compared to 2006 due to KCP&L’s cash utility expenditures, including $27.0
million related to KCP&L’s Comprehensive Energy Plan.
  Cash
Flows from Financing Activities
 Great
Plains Energy’s cash flows from financing activities in 2008 reflect KCP&L’s
issuance of $350.0 million of 6.375% unsecured Senior Notes that mature in
2018.  The proceeds were used to repay short-term
borrowings.  GMO repaid $169.0 million on a credit agreement that was
terminated in the third quarter of 2008 and subsequently borrowed $110.0 million
under its new revolving credit facility.  Additionally, GMO terminated
various other credit agreements and paid $12.5 million of termination
fees.
  Great
Plains Energy’s cash flows from financing activities in 2007 reflect KCP&L’s
repayment and issuance of Senior Notes; Great Plains Energy’s issuance, at a
discount, of $100.0 million of 6.875% Senior Notes that mature in 2017; an
increase in short-term borrowings and the $12.3 million settlement of an equity
forward contract at Great Plains Energy.  KCP&L’s cash flows from
financing activities in 2007 reflect KCP&L’s repayment of its $225.0 million
of 6.00% Senior Notes at maturity, issuance, at a discount, of $250.0 million of
5.85% Senior Notes that mature in 2017, and an increase in short-term
borrowings.  KCP&L’s short-term borrowings have increased
primarily to support expenditures related to its Comprehensive Energy
Plan.
  Great
Plains Energy’s cash flows from financing activities in 2006 reflect Great
Plains Energy’s proceeds of $144.3 million from the issuance of 5.2 million
shares of common stock at $27.50 per share in May 2006.  Fees related
to this issuance were $5.2 million.  Great Plains Energy used the
proceeds to make a $134.6 million equity contribution to KCP&L to support
expenditures related to KCP&L’s Comprehensive Energy Plan.
  Financing
Authorization
 Under
stipulations with the MPSC and KCC, Great Plains Energy and KCP&L maintain
common equity at not less than 30% and 35%, respectively, of total
capitalization.  KCP&L’s long-term financing activities are
subject to the authorization of the MPSC.  In 2008, the MPSC increased
KCP&L’s authorization to issue long-term debt and to enter into interest
rate hedging instruments in connection with such debt to $1.4 billion through
December 31, 2009.  KCP&L has utilized $850.0 million of this
amount with the issuance of its 6.05% unsecured senior notes maturing in 2035,
its 5.85% unsecured senior notes maturing in 2017 and it 6.375% unsecured Senior
Notes maturing in 2018, leaving $550.0 million of authorization
remaining.  In addition, in February 2009, KCP&L received
authorization to issue $196.5 million in mortgage bonds to insurers of
KCP&L’s $196.5 million aggregate principal amount of EIRR Bonds Series 2005
and Series 2007, if and as required under the terms of the insurance agreements
due to the issuance of other mortgage bonds by KCP&L.  See Note 13
to the consolidated financial statements for more information on these insurance
agreements.
  43
 In
December 2008, FERC authorized KCP&L to have outstanding at any time up to a
total of $1.1 billion in short-term debt instruments through December
2010.  The authorization is subject to four restrictions: (i) proceeds
of debt backed by utility assets must be used for utility purposes; (ii) if any
utility assets that secure authorized debt
are divested or spun off, the debt must follow the assets and also be divested
or spun off; (iii) if any proceeds of the authorized debt are used for
non-utility purposes, the debt must follow the non-utility assets (specifically,
if the non-utility assets are divested or spun off, then a proportionate share
of the debt must follow the divested or spun off non-utility assets); and (iv)
if utility assets financed by the authorized short-term debt are divested or
spun off to another entity, a proportionate share of the debt must also be
divested or spun off.  At December 31, 2008, there was $719.8 million
available under this authorization.  KCP&L is also authorized to
participate in the Great Plains Energy money pool.  The money pool is
an internal financing arrangement in which funds deposited into the money pool
could be lent on a short-term basis to KCP&L and GMO.  At December
31, 2008, there were no borrowings under the money pool.
  GMO
has $500.0 million of FERC short-term debt authorization.  At December
31, 2008, there was $326.0 million available under this
authorization.
  Significant
Financing Activities
 Great
Plains Energy
 Great
Plains Energy has an effective shelf registration statement for the sale of
unspecified amounts of securities that was filed and became effective in May
2006.
  On
August 14, 2008, Great Plains Energy entered into a Sales Agency Financing
Agreement with BNY Mellon Capital Markets, LLC (BNYMCM).  Under the
terms of the agreement, Great Plains Energy may offer and sell up to 8,000,000
shares of its common stock from time to time through BNYMCM, as agent, for a
period of no more than three years.  The Company will pay BNYMCM a
commission equal to 1% of the sales price of all shares sold under the
agreement.  As of December 31, 2008, 189,300 shares had been sold for
$3.5 million in net proceeds through BNYMCM.
  During
2007, Great Plains Energy issued $100.0 million of 6.875% unsecured Senior
Notes.  Great Plains Energy used the proceeds to make a $94.0 million
equity contribution to KCP&L.
  In
February 2007, Great Plains Energy exercised its rights to redeem its $163.6
million FELINE PRIDES senior notes in full satisfaction of each holder’s
obligation to purchase the Company’s common stock under the purchase contracts
and issued 5.2 million shares of common stock to the holders of the FELINE
PRIDES purchase contracts.
  In
April 2007, Great Plains Energy elected to terminate a forward sale agreement
with Merrill Lynch Financial Markets, Inc. for 1.8 million shares of Great
Plains Energy common stock and settle it in cash.  Based on the
difference between Great Plains Energy’s average stock price of $32.60 over the
period used to determine the settlement and the then-applicable forward price of
$25.58, Great Plains Energy paid $12.3 million to Merrill Lynch Financial
Markets, Inc.
  In
2007, Great Plains Energy entered into three FSS, with a total notional amount
of $250.0 million, to hedge against interest rate fluctuations on future
issuances of long-term debt.  The three FSS were designed to
effectively remove most of the interest rate uncertainty and, to the extent that
swap spreads correlate with credit spreads, some degree of credit spread
uncertainty with respect to the debt to be issued, thereby enabling Great Plains
Energy to predict with greater assurance its future interest costs on that
debt.  Following a change in financing plans, Great Plains Energy
assigned the three FSS to KCP&L.
  44
 KCP&L
 KCP&L
has an effective shelf registration statement providing for the sale of up to
$900.0 million of investment grade notes and general mortgage bonds that became
effective in January 2008.  There is currently $550.0 million of
capacity under this registration statement.
 In
March 2008, KCP&L issued $350.0 million of 6.375% unsecured Senior Notes,
maturing in 2018.  KCP&L settled three T-Locks simultaneously with
the issuance of its $350.0 million 10-year long-term debt and paid $41.2 million
in cash for the settlement.
  In
2008, KCP&L remarketed several series of EIRR bonds that were auction rate
securities, i.e. the interest rates were periodically reset through an auction
process, as follows:
  ·
                secured
      Series 1992 EIRR bonds maturing in 2017 totaling $31.0 million at a fixed
      rate of 5.25% through March 31,
2013,
  ·
                secured
      Series 1993A EIRR bonds maturing in 2023 totaling $40.0 million at a fixed
      rate of 5.25% through
 March
      31, 2013,
  ·
                unsecured
      Series 2007B EIRR bonds maturing in 2035 totaling $73.2 million at a fixed
      rate of 5.375% through March 31,
2013,
  ·
                secured
      Series 1993B EIRR bonds maturing in 2023 totaling $39.5 million at a fixed
      rate of 5.00% through
 March
      31, 2011, and
  ·
                unsecured
      Series 2007A EIRR bonds maturing in 2035 into two series: Series 2007A-1
      totaling $63.3 million at a fixed rate of 5.125% through March 31, 2011
      and Series 2007A-2 totaling $10.0 million at a fixed rate of 5.00% through
      March 31, 2010.
  After
these remarketing activities, none of KCP&L’s EIRR bonds are in auction rate
mode.
  In
May 2008, KCP&L’s Series 2008 EIRR bonds totaling $23.4 million maturing in
2038 were issued.  Proceeds of the bonds will be used to pay for a
portion of the costs at the Iatan Nos. 1 and 2 projects included in KCP&L’s
Comprehensive Energy Plan.  The proceeds were deposited with a
trustee, and will be used to reimburse KCP&L for qualifying
expenditures.  At December 31, 2008, KCP&L had received $13.4
million in cash proceeds and had a $10.0 million short-term receivable for the
proceeds that were deposited with the trustee.  The bonds have an
initial long-term interest rate of 4.90% until June 30, 2013.  At the
end of the initial long-term interest rate period, the bonds are subject to
mandatory tender; however, KCP&L is not obligated to pay the purchase price
of the bonds on the mandatory tender date.  If the bonds are not
successfully remarketed, the bonds will bear interest at a daily rate equal to
10% per annum until all of the bonds are successfully remarketed.
  In
2007, KCP&L’s Series 2007A and 2007B unsecured EIRR Bonds totaling $146.5
million maturing in 2035 were issued.  The EIRR Bonds Series 2007A and
2007B are covered by a municipal bond insurance policy issued by Financial
Guaranty Insurance Company (FGIC).  The insurance agreement between
KCP&L and FGIC provides for reimbursement by KCP&L for any amounts that
FGIC pays under the municipal bond insurance policy.  The insurance
policy is in effect for the term of the bonds.  The policy also
restricts the amount of secured debt KCP&L may issue.  In the
event KCP&L issues debt secured by liens not permitted by the agreement,
KCP&L is required to issue and deliver to FGIC first mortgage bonds or
similar securities equal in principal amount to the principal amount of the EIRR
Bonds Series 2007A and 2007B then outstanding.  The proceeds from the
issuance of $146.5 million EIRR Bonds Series 2007A and 2007B were used for the
repayment of $146.5 million of Series 1998 A, B and D EIRR bonds.
  In
2007, KCP&L issued $250.0 million of 5.85% unsecured Senior
Notes.  The proceeds from this issuance were used to repay a
short-term intercompany loan from Great Plains Energy.  KCP&L used
the proceeds from the intercompany loan to repay its $225.0 million unsecured
6.00% Senior Notes at maturity.
  45
 Debt
Agreements
 See
Note 12 to the consolidated financial statements for discussion of revolving
credit facilities.
  Projected
Utility Capital Expenditures
 Great
Plains Energy’s cash utility capital expenditures, excluding AFUDC to finance
construction, were $1,023.7 million, $511.5 million and $475.9 million in 2008,
2007 and 2006, respectively.  Utility capital expenditures projected
for the next three years, excluding AFUDC, are detailed in the following
table.
 2009
                                                                      2010
                                                                      2011Base
      utility construction expenditures
                                                                      (millions)Generating
      facilities
                                                                      $
                                                                      104.3
                                                                      
                                                                      $
                                                                      129.5
                                                                      
                                                                      $
                                                                      247.0Distribution
      and transmission facilities
                                                                      
                                                                      161.7
                                                                      
                                                                      
                                                                      219.3
                                                                      
                                                                      
                                                                      301.1General
      facilities
                                                                      
                                                                      52.6
                                                                      
                                                                      
                                                                      47.1
                                                                      
                                                                      
                                                                      68.8Total
      base utility construction expenditures
                                                                      
                                                                      318.6
                                                                      
                                                                      
                                                                      395.9
                                                                      
                                                                      
                                                                      616.9Comprehensive
      Energy Plan capital expendituresIatan
      No. 2 (KCP&L Share)
                                                                      
                                                                      276.8
                                                                      
                                                                      
                                                                      113.4
                                                                      
                                                                      
                                                                      -Environmental
                                                                      
                                                                      43.1
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      -Customer
      programs & asset management
                                                                      
                                                                      11.1
                                                                      
                                                                      
                                                                      5.1
                                                                      
                                                                      
                                                                      -Total
      Comprehensive Energy Plan capital expenditures
                                                                      
                                                                      331.0
                                                                      
                                                                      
                                                                      118.5
                                                                      
                                                                      
                                                                      -Nuclear
      fuel
                                                                      
                                                                      20.6
                                                                      
                                                                      
                                                                      28.7
                                                                      
                                                                      
                                                                      22.9Iatan
      No. 2 (GMO Share)
                                                                      
                                                                      90.7
                                                                      
                                                                      
                                                                      37.3
                                                                      
                                                                      
                                                                      -Other
      environmental
                                                                      
                                                                      31.4
                                                                      
                                                                      
                                                                      41.4
                                                                      
                                                                      
                                                                      216.3Customer
      programs & asset management
                                                                      
                                                                      6.3
                                                                      
                                                                      
                                                                      3.7
                                                                      
                                                                      
                                                                      4.3Total
      utility capital expenditures
                                                                      $
                                                                      798.6
                                                                      
                                                                      $
                                                                      625.5
                                                                      
                                                                      $
                                                                      860.4
 This
utility capital expenditure plan is subject to continual review and
change.
  Pensions
 The
Company maintains defined benefit plans for substantially all active and
inactive employees, including officers, of KCP&L, GMO and WCNOC and incurs
significant costs in providing the plans.  Funding of the plans equals
or exceeds the minimum requirements of the Employee Retirement Income Security
Act of 1974, as amended (ERISA).  In 2008, the Company contributed
$29.3 million to the plans to satisfy the ERISA funding requirements and the
2007 MPSC and KCC rate orders and in 2007 contributed $32.7 million to the
plans, all paid by KCP&L.
  The
Company expects to contribute $45.2 million to the plans in 2009 to satisfy the
funding requirements of ERISA and the MPSC and KCC rate orders, of which the
majority will be paid by KCP&L.  This doesn’t include additional
voluntary contributions that may be made to address funding levels affected by
recent market declines.  Due to the economic downturn, The Worker,
Retiree and Employer Recovery Act (WRERA) was signed into law on December 23,
2008, to provide some funding relief from the requirements of the PPA which was
generally effective for plan years beginning in 2008.  Among other
things, WRERA relaxes the PPA transition rules for phasing in liability
targets.
  With
the GMO acquisition on July 14, 2008, Black Hills assumed the pension obligation
and a portion of the plan assets related to the current and former employees of
GMO’s electric and gas utility operations acquired by Black Hills under the
terms of the purchase agreement.  The final transfer of plan assets is
expected to be completed in the first quarter of 2009 at which time the Company
expects to make a voluntary contribution of approximately $12 million to sustain
the funded status of the plans.
  Management
believes the Company has adequate access to capital resources through a
combination of cash flows from operations and existing lines of credit to
support the funding requirements.
 46
 Credit
Ratings
 At
December 31, 2008, the major credit rating agencies rated Great Plains Energy’s
and KCP&L’s securities as detailed in the following table.
 Moody's
                          
                          StandardInvestors
      Service
                          
                          &
      Poor'sGreat
      Plains EnergyOutlook
                          Negative
                          
                          StableCorporate
      Credit Rating
                          -
                          
                          BBBPreferred
      Stock
                          Ba1
                          
                          BB+Senior
      Unsecured Debt
                          Baa2
                          
                          BBB-KCP&LOutlook
                          Negative
                          
                          StableSenior
      Secured Debt (a)
                          A2
                          
                          BBBSenior
      Unsecured Debt
                          A3
                          
                          BBBCommercial
      Paper
                          P-2
                          
                          A-2GMOOutlook
                          Negative
                          
                          StableSenior
      Secured Debt (b)
                          Baa2
                          
                          BBB+Senior
      Unsecured Debt (b)
                          Baa2
                          
                          BBB(a)
      In February 2009, Standard and Poor's upgraded to BBB+(b)
      reflects Great Plains Energy
guarantee
  A
securities rating is not a recommendation to buy, sell or hold securities and
may be subject to revision or withdrawal at any time by the assigning rating
agency.  Great Plains Energy and KCP&L view maintenance of strong
credit ratings as extremely important and to that end an active and ongoing
dialogue is maintained with the agencies with respect to results of operations,
financial position, and future prospects.  While a decrease in these
credit ratings would not cause any acceleration of Great Plains Energy’s,
KCP&L’s or GMO’s debt, it could increase interest charges under Great Plains
Energy’s 6.875% Senior Notes due 2017, GMO’s 11.875% Senior Notes due 2012,
GMO’s 7.95% Senior Notes due 2011 and Great Plains Energy’s, KCP&L’s and
GMO’s revolving credit agreements.  A decrease in credit ratings could
also have an adverse impact on Great Plains Energy’s, KCP&L’s and GMO’s
access to capital, the cost of funds, the amounts of collateral required under
power supply agreements and Great Plains Energy’s ability to provide credit
support for its subsidiaries.
  Additionally,
in KCP&L’s bond insurance policies on its secured 1992 series EIRR bonds
totaling $31.0 million, its Series 1993A and 1993B EIRR bonds totaling $79.5
million, its secured and unsecured EIRR Bonds Series 2005 totaling $35.9 million
and $50.0 million, respectively, and its EIRR Bonds Series 2007A and 2007B
totaling $146.5 million, KCP&L has agreed to limits on its ability to issue
additional mortgage bonds based on the mortgage bond’s credit
ratings.  See Note 13 to the consolidated financial
statements.
  The
MPSC approval of the GMO acquisition is conditioned on the requirement that any
post-acquisition financial effects of a credit downgrade of Great Plains Energy,
KCP&L or GMO occurring as a result of the acquisition would be borne by
shareholders and not utility customers.  The Company also has agreed
not to seek rate recovery of GMO interest costs in excess of equivalent
investment-grade debt.
 47
 Supplemental
Capital Requirements and Liquidity Information
 The
information in the following table is provided to summarize Great Plains
Energy’s cash obligations and commercial commitments.
 Payment
      due by period
                                                                                                                                    2009
                                                                                                                                    2010
                                                                                                                                    2011
                                                                                                                                    2012
                                                                                                                                    2013
                                                                                                                                    After
      2013
                                                                                                                                    TotalLong-term
      debt
                                                                                                                                    (millions)Principal
                                                                                                                                    $
                                                                                                                                    70.7
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    1.1
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    485.4
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    513.5
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    12.7
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    1,428.6
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    2,512.0Interest
                                                                                                                                    
                                                                                                                                    187.5
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    182.7
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    163.1
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    116.5
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    86.3
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    878.9
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    1,615.0Lease
      commitmentsOperating
      lease
                                                                                                                                    
                                                                                                                                    18.3
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    16.7
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    15.9
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    15.6
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    14.2
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    167.3
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    248.0Capital
      lease
                                                                                                                                    
                                                                                                                                    0.2
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    0.3
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    0.3
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    0.3
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    0.3
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    5.4
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    6.8Pension
      plans (a)
                                                                                                                                    
                                                                                                                                    45.2
                                                                                                                                    
                                                                                                                                    (a)
                                                                                                                                    
                                                                                                                                    (a)
                                                                                                                                    
                                                                                                                                    (a)
                                                                                                                                    
                                                                                                                                    (a)
                                                                                                                                    
                                                                                                                                    (a)
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    45.2Purchase
      commitmentsFuel
                                                                                                                                    
                                                                                                                                    186.2
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    170.8
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    90.6
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    74.6
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    84.9
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    147.7
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    754.8Purchased
      capacity
                                                                                                                                    
                                                                                                                                    33.5
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    29.6
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    19.9
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    14.1
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    13.1
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    11.7
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    121.9Comprehensive
      Energy Plan
                                                                                                                                    
                                                                                                                                    376.2
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    74.3
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    -
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    -
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    -
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    -
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    450.5Non-regulated
      natural gastransportation
                                                                                                                                    
                                                                                                                                    5.5
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    5.5
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    5.0
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    2.6
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    2.6
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    8.2
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    29.4Other
                                                                                                                                    
                                                                                                                                    70.3
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    27.4
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    13.4
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    7.5
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    7.3
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    37.1
                                                                                                                                    
                                                                                                                                    
                                                                                                                                    163.0Total
      contractual commitments (a)
                                                                                                                                    $
                                                                                                                                    993.6
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    508.4
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    793.6
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    744.7
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    221.4
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    2,684.9
                                                                                                                                    
                                                                                                                                    $
                                                                                                                                    5,946.6(a)
                                                                                                                                    The
      Company expects to make contributions to the pension plans beyond 2009 but
      the amounts are not yet determined.Total
      contractual commitments for 2010, 2011, 2012, 2013, after 2013 and Total
      do not reflect expected pension plancontributions
      for periods beyond
2009.
 Long-term
debt includes current maturities.  Great Plains Energy’s long-term
debt principal excludes $2.2 million of discounts on senior
notes.  Variable rate interest obligations are based on rates as of
December 31, 2008.  See Note 13 to the consolidated financial
statements for additional information.
  Lease
commitments end in 2032 and include capital and operating lease
obligations.  Lease obligations also include railcars to serve
jointly-owned generating units where KCP&L is the managing
partner.  KCP&L will be reimbursed by the other owners for
approximately $2.0 million per year ($18.2 million total) of the amounts
included in the table above.
  The
Company expects to contribute $45.2 million to the pension plans in 2009, of
which the majority will be paid by KCP&L.  Additional
contributions to the plans are expected beyond 2009 in amounts at least
sufficient to meet ERISA funding requirements; however, these amounts have not
yet been determined.
  Fuel
commitments consist of commitments for nuclear fuel, coal, coal transportation
costs and natural gas.  KCP&L and GMO purchase capacity from other
utilities and nonutility suppliers.  Purchasing capacity provides the
option to purchase energy if needed or when market prices are
favorable.  KCP&L has capacity sales agreements not included above
that total $11.2 million per year for 2009 through 2011, $6.9 million in 2012
and $1.6 million in 2013.  Comprehensive Energy Plan represents
contractual commitments for projects included in KCP&L’s Comprehensive
Energy Plan including jointly owned units.  KCP&L expects to be
reimbursed by other owners, including GMO, for their respective share of Iatan
No. 2 and environmental retrofit costs included in the Comprehensive Energy Plan
contractual commitments.  Non-regulated natural gas transportation
consists of MPS Merchant’s commitments.  Other represents individual
commitments entered into in the ordinary course of business.
  Great
Plains Energy adopted the provisions of FIN No. 48, “Accounting for Uncertainty
in Income Taxes,” an interpretation of SFAS No. 109, “Accounting for Income
Taxes” on January 1, 2007.  At December 31, 2008, the total liability
for unrecognized tax benefits for Great Plains Energy was $97.3
million.  Great Plains Energy is
 48
 unable
to determine reasonably reliable estimates of the period of cash settlement with
the respective taxing authorities.  See Note 22 to the consolidated
financial statements for information regarding the recognition of tax benefits
in the next twelve months, which is not expected to have a cash
impact.
  Great
Plains Energy has long-term liabilities recorded on its consolidated balance
sheet at December 31, 2008, that do not have a definitive cash payout date and
are not included in the table above.
  Off-Balance
Sheet Arrangements
 In
the normal course of business, Great Plains Energy and certain of its
subsidiaries enter into various agreements providing financial or performance
assurance to third parties on behalf of certain subsidiaries.  Such
agreements include, for example, guarantees, stand-by letters of credit and
surety bonds.  These agreements are entered into primarily to support
or enhance the creditworthiness otherwise attributed to a subsidiary on a
stand-alone basis, thereby facilitating the extension of sufficient credit to
accomplish the subsidiaries’ intended business purposes.
  The
majority of these agreements guarantee the Company’s own future performance, so
a liability for the fair value of the obligation is not recorded.  At
December 31, 2008, Great Plains Energy has provided $1,144.6 million of credit
support for certain subsidiaries as follows:
  ·
                                                                                                                                  Great
      Plains Energy letters of credit totaling $4.0 million to KCP&L
      counterparties, which expire in
2009,
  ·
                                                                                                                                  Great
      Plains Energy direct guarantees to GMO counterparties totaling $88.9
      million, which expire in 2009,
  ·
                                                                                                                                  Great
      Plains Energy letters of credit totaling $30.9 million to GMO
      counterparties, which expire in 2009,
and
  ·
                                                                                                                                  Great
      Plains Energy guarantees of GMO long-term debt totaling $1,020.8 million,
      which includes debt with maturity dates ranging from
      2009-2023.
  The
following GMO credit facilities also are guaranteed by Great Plains
Energy.
  ·
                                                                                                                                  $65
      million revolving line of credit dated April 22, 2005, with Union Bank of
      California, expiring April 22, 2009.  This facility is also
      secured by the accounts receivable from GMO’s Missouri regulated utility
      operations.  At December 31, 2008, there was $64.0 million
      outstanding under this facility.
  ·
                                                                                                                                  $400
      million revolving line of credit dated September 23, 2008, with a group of
      banks, expiring September 23, 2011.  At December 31, 2008, there
      was $110.0 million outstanding under this
  facility.
  None
of the guaranteed obligations are subject to default or prepayment as a result
of downgrading of GMO securities, although such a downgrading has in the past,
and could in the future, increase interest charges under GMO’s revolving lines
of credit and GMO’s 11.875% Senior Notes due 2012 and 7.95% Senior Notes due
2011.
  At
December 31, 2008, GMO had issued letters of credit totaling $14.4 million as
credit support to certain counterparties.
  KCP&L
is contingently liable for guaranteed energy savings under an agreement with a
customer, guaranteeing an aggregate value of approximately $1.9 million over the
next two years.  A subcontractor would indemnify KCP&L for any
payments made by KCP&L under this guarantee.
  KCP&L
has guarantees related to bond insurance policies for its secured 1992 series
EIRR bonds totaling $31.0 million, its Series 1993A and 1993B EIRR bonds
totaling $79.5 million, its EIRR Bond Series 2005 totaling $85.9 million and its
EIRR Bonds Series 2007A and 2007B totaling $146.5 million.  The
insurance agreement between KCP&L and the issuer of the bond insurance
policies provides for reimbursement by KCP&L for any amounts the insurer
pays under the bond insurance policies.  As the insurers’ credit
ratings are below KCP&L’s credit ratings, the bonds are rated at KCP&L’s
credit ratings.
 49
 New
Accounting Standards
 See
Note 26 to the consolidated financial statements for information regarding new
accounting standards.
  KANSAS
CITY POWER & LIGHT COMPANY
  MANAGEMENT’S NARRATIVE
ANALYSIS OF RESULTS OF OPERATIONS
  The
following discussion of KCP&L
results of operations includes KCP&L, an integrated, regulated electric
utility and for 2007 and 2006 includes HSS, formerly an unregulated subsidiary
of KCP&L, which was transferred from KCP&L to KLT Inc. on January 2,
2008.
  The
following table summarizes KCP&L's consolidated comparative results of
operations.
 2008
                                                        2007
                                                        2006(millions)Operating
      revenues
                                                        $
                                                        1,343.0
                                                        
                                                        $
                                                        1,292.7
                                                        
                                                        $
                                                        1,140.4Fuel
                                                        
                                                        (253.3
                                                        )
                                                        
                                                        (245.5
                                                        )
                                                        
                                                        (229.5
                                                        )Purchased
      power
                                                        
                                                        (119.0
                                                        )
                                                        
                                                        (101.0
                                                        )
                                                        
                                                        (26.4
                                                        )Other
      operating expenses
                                                        
                                                        (528.3
                                                        )
                                                        
                                                        (500.6
                                                        )
                                                        
                                                        (451.5
                                                        )Skill
      set realignment deferral (costs)
                                                        
                                                        -
                                                        
                                                        
                                                        8.9
                                                        
                                                        
                                                        (9.3
                                                        )Depreciation
      and amortization
                                                        
                                                        (204.3
                                                        )
                                                        
                                                        (175.6
                                                        )
                                                        
                                                        (152.7
                                                        )Operating
      income
                                                        
                                                        238.1
                                                        
                                                        
                                                        278.9
                                                        
                                                        
                                                        271.0Non-operating
      income and expenses
                                                        
                                                        19.2
                                                        
                                                        
                                                        4.3
                                                        
                                                        
                                                        9.6Interest
      charges
                                                        
                                                        (72.3
                                                        )
                                                        
                                                        (67.2
                                                        )
                                                        
                                                        (61.0
                                                        )Income
      tax expense
                                                        
                                                        (59.8
                                                        )
                                                        
                                                        (59.3
                                                        )
                                                        
                                                        (70.3
                                                        )Net
      income
                                                        $
                                                        125.2
                                                        
                                                        $
                                                        156.7
                                                        
                                                        $
                                                        149.3
 KCP&L
Revenues and MWh Sales
 %
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            %2008
                                                                                                                                            Change
                                                                                                                                            2007
                                                                                                                                            Change
                                                                                                                                            2006Retail
      revenues
                                                                                                                                            (millions)Residential
                                                                                                                                            $
                                                                                                                                            463.0
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            7
                                                                                                                                            
                                                                                                                                            $
                                                                                                                                            433.8
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            13
                                                                                                                                            
                                                                                                                                            $
                                                                                                                                            384.3Commercial
                                                                                                                                            
                                                                                                                                            521.1
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            6
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            492.1
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            11
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            442.6Industrial
                                                                                                                                            
                                                                                                                                            109.9
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            3
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            106.8
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            7
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            99.8Other
      retail revenues
                                                                                                                                            
                                                                                                                                            10.6
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            8
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            9.9
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            12
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            8.8Provision
      for rate refund (excessMissouri
      wholesale margin)
                                                                                                                                            
                                                                                                                                            (2.9
                                                                                                                                            )
                                                                                                                                            NM
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            (1.1
                                                                                                                                            )
                                                                                                                                            NA
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            -Kansas
      ECA under recovery
                                                                                                                                            
                                                                                                                                            1.6
                                                                                                                                            
                                                                                                                                            NA
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            -
                                                                                                                                            
                                                                                                                                            NA
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            -Total
      retail
                                                                                                                                            
                                                                                                                                            1,103.3
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            6
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            1,041.5
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            11
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            935.5Wholesale
      revenues
                                                                                                                                            
                                                                                                                                            221.5
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            (5
                                                                                                                                            )
                                                                                                                                            
                                                                                                                                            234.0
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            23
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            190.4Other
      revenues
                                                                                                                                            
                                                                                                                                            18.2
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            7
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            17.2
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            19
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            14.5KCP&L
      revenues
                                                                                                                                            $
                                                                                                                                            1,343.0
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            4
                                                                                                                                            
                                                                                                                                            $
                                                                                                                                            1,292.7
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            13
                                                                                                                                            
                                                                                                                                            $
                                                                                                                                            1,140.4 50
 %
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      %2008
                                                                                                                                      Change
                                                                                                                                      2007
                                                                                                                                      Change
                                                                                                                                      2006Retail
      MWh sales
                                                                                                                                      (thousands)Residential
                                                                                                                                      
                                                                                                                                      5,413
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (3
                                                                                                                                      )
                                                                                                                                      
                                                                                                                                      5,597
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      3
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      5,413Commercial
                                                                                                                                      
                                                                                                                                      7,704
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      7,737
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      5
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      7,403Industrial
                                                                                                                                      
                                                                                                                                      2,061
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (5
                                                                                                                                      )
                                                                                                                                      
                                                                                                                                      2,161
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      1
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      2,148Other
      retail MWh sales
                                                                                                                                      
                                                                                                                                      80
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (14
                                                                                                                                      )
                                                                                                                                      
                                                                                                                                      92
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      8
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      86Total
      retail
                                                                                                                                      
                                                                                                                                      15,258
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (2
                                                                                                                                      )
                                                                                                                                      
                                                                                                                                      15,587
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      4
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      15,050Wholesale
      MWh sales
                                                                                                                                      
                                                                                                                                      5,030
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (11
                                                                                                                                      )
                                                                                                                                      
                                                                                                                                      5,635
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      21
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      4,676KCP&L
      MWh sales
                                                                                                                                      
                                                                                                                                      20,288
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (4
                                                                                                                                      )
                                                                                                                                      
                                                                                                                                      21,222
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      8
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      19,726
  Retail
revenues increased $61.8 million in 2008 compared to 2007 primarily due to new
retail rates effective January 1, 2008, partially offset by mild summer weather
in 2008, with a 27% decrease in cooling degree days.
  Retail
revenues increased $106.0 million in 2007 compared to 2006 primarily due to new
retail rates effective January 1, 2007, growth in the number of customers and
higher usage per customer.  In addition, favorable weather in 2007,
with a 22% increase in heating degree days partially offset by a 5% decrease in
cooling degree days, contributed to the increase in retail revenue.
  Wholesale
revenues decreased $12.5 million in 2008 compared to 2007 due to an 11% decrease
in wholesale MWh sales resulting from less generation due to plant outages,
partially offset by a 9% increase in the average market price power per MWh to
$46.34, primarily due to higher natural gas prices.
  Wholesale
revenues increased $43.6 million in 2007 compared to 2006 due to a 21% increase
in wholesale MWh sales resulting from increased generation due to greater plant
availability in the second half of the year.
  KCP&L
Fuel and Purchased Power
 %
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          %2008
                                                                                                                                                          Change
                                                                                                                                                          2007
                                                                                                                                                          Change
                                                                                                                                                          2006Net
      MWhs Generated by Fuel Type
                                                                                                                                                          (thousands)Coal
                                                                                                                                                          
                                                                                                                                                          14,646
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          (2
                                                                                                                                                          )
                                                                                                                                                          
                                                                                                                                                          14,894
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          (1
                                                                                                                                                          )
                                                                                                                                                          
                                                                                                                                                          15,056Nuclear
                                                                                                                                                          
                                                                                                                                                          3,994
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          (18
                                                                                                                                                          )
                                                                                                                                                          
                                                                                                                                                          4,873
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          11
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          4,395Natural
      gas and oil
                                                                                                                                                          
                                                                                                                                                          378
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          (31
                                                                                                                                                          )
                                                                                                                                                          
                                                                                                                                                          544
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          (4
                                                                                                                                                          )
                                                                                                                                                          
                                                                                                                                                          564Wind
                                                                                                                                                          
                                                                                                                                                          419
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          38
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          305
                                                                                                                                                          
                                                                                                                                                          NM
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          106Total
      Generation
                                                                                                                                                          
                                                                                                                                                          19,437
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          (6
                                                                                                                                                          )
                                                                                                                                                          
                                                                                                                                                          20,616
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          2
                                                                                                                                                          
                                                                                                                                                          
                                                                                                                                                          20,121
 KCP&L’s
coal base load equivalent availability factor for 2008 decreased to 78% from 80%
in 2007 and was 83% in 2006.
  KCP&L’s
nuclear unit, Wolf Creek, accounts for approximately 19% of its base load
capacity.  Wolf Creek’s latest refueling outage began on March 20,
2008, and there were several increases in work scope during the outage that
extended the restart until May 14, 2008.  A primary driver of the work
scope increases was modifications to piping systems associated with the
emergency core cooling systems.  As a result of the outage, the
capacity and equivalent availability factor for Wolf Creek decreased to 83% in
2008, compared to 100% for 2007.
  Fuel
expense increased $7.8 million in 2008 compared to 2007 primarily due to higher
coal and coal transportation costs and less nuclear in the fuel mix, which has a
lower cost compared to other fuel types.  These increases were
partially offset by decreased MWhs generated primarily due to lower system
requirements.
 51
 Fuel
expense increased $16.0 million in 2007 compared to 2006 primarily due to higher
coal and coal transportation costs and a 2% increase in MWhs generated,
excluding wind generation, which has no fuel cost.  This increase was
partially offset by changes in the fuel mix with more nuclear and less coal and
natural gas in the fuel mix.
  Purchased
power expense increased $18.0 million in 2008 compared to 2007 primarily due to
a 26% increase in the average price per MWh as a result of higher natural gas
prices.  Additionally, an 8% increase in MWh purchases due to the
impact of plant outages in the first half of the year increased purchased power
expense.  These increases were partially offset by $6.5 million in
recoveries from a litigation settlement regarding a 2005 transformer
failure.
  Purchased
power expense increased $74.6 million in 2007 compared to 2006 primarily due to
a 240% increase in MWh purchases to support increased retail load, the impact of
planned and unplanned outages in the first half of 2007 and increased purchases
for resale to satisfy firm wholesale MWh sales commitments when it was more
economical to purchase power rather than delivering MWhs generated at
KCP&L’s plants.  This increase was slightly offset by a 10%
decrease in the average price per MWh.
  KCP&L
Other Operating Expenses (including operating expenses,
maintenance, general taxes and other)
 KCP&L’s
other operating expenses increased $27.7 million in 2008 compared to 2007
primarily due to the following:
  ·
                increased
      plant operations and maintenance expenses of $12.2 million due to plant
      outages,
  ·
                increased
      employee-related costs of $5.5
million,
  ·
                increased
      property taxes of $3.0 million due to plant additions and increased mill
      levies and
  ·
                increased
      gross receipts tax expense of $2.1 million due to the increase in
      revenues.
  KCP&L’s
other operating expenses increased $49.1 million in 2007 compared to 2006
primarily due to the following:
  ·
                increased
      pension expenses of $18.4 million due to the increased level of pension
      costs in KCP&L’s rates effective January 1,
  2007,
  ·
                increased
      plant operations and maintenance expenses of $9.7 million primarily due to
      planned and unplanned outages in the first half of 2007 and the addition
      of the Spearville Wind Energy Facility in the third quarter of
      2006,
  ·
                increased
      transmission expenses of $7.7 million primarily due to increased
      transmission usage charges as a result of the increased wholesale MWh
      sales and higher SPP fees,
  ·
                increased
      gross receipts tax expense of $3.6 million due to the increase in
      revenues,
  ·
                increased
      labor expense of $2.8 million primarily due to filling open
      positions,
  ·
                increased
      equity compensation expense of $1.9 million
and
  ·
                increased
      property taxes of $1.6 million primarily due to increases in mill
      levies.
  Partially
offsetting the increase in other operating expenses was decreased incentive
compensation expense of $5.7 million.
  52
 KCP&L
Skill Set Realignment
 In
2005 and early 2006, management undertook a process to assess, improve and
reposition the skill sets of employees for implementation of KCP&L’s
Comprehensive Energy Plan.  KCP&L recorded $9.3 million in 2006
related to this workforce realignment process reflecting severance, benefits and
related payroll taxes provided by KCP&L to employees.  In 2007,
KCP&L received authorization from the MPSC and KCC to establish $8.9 million
in regulatory assets for these costs and amortize them over five years for the
Missouri jurisdictional portion and ten years for the Kansas jurisdictional
portion effective with new rates on January 1, 2008.
  KCP&L
Depreciation and Amortization
 KCP&L’s
depreciation and amortization costs increased $28.7 million in 2008 compared to
2007 primarily due to additional amortization pursuant to rate case orders of
$21.7 million combined with normal depreciation activity for capital
additions.  KCP&L’s depreciation and amortization costs increased
$22.9 million in 2007 compared to 2006 primarily due to additional amortization
pursuant to 2006 rate case orders of $11.9 million and a $4.5 million increase
due to wind generation assets placed in service in the third quarter of
2006.
  KCP&L
Non-operating Income and Expenses
 KCP&L’s
non-operating income and expenses increased $14.9 million in 2008 compared to
2007 primarily due to an increase in the equity component of AFUDC resulting
from a higher construction work in progress balance due to KCP&L’s
Comprehensive Energy Plan projects.
 
 KCP&L
Interest Charges
 KCP&L’s
interest charges increased $5.1 million in 2008 compared to 2007 primarily due
to interest on $350.0 million of 6.375% unsecured Senior Notes issued in March
2008, partially offset by an increase in the debt component of AFUDC resulting
from a higher construction work in progress balance due to KCP&L’s
Comprehensive Energy Plan projects.  KCP&L’s interest charges
increased $6.2 million in 2007 compared to 2006 due to an increase in short-term
borrowings to support expenditures related to KCP&L’s Comprehensive Energy
Plan.
  KCP&L
Income Tax Expense
 KCP&L’s
income tax expense increased $0.5 million in 2008 compared to 2007 primarily due
to an increase of $20.3 million as a result of an increase in the composite tax
rate reflecting the sale of Strategic Energy, mostly offset by decreased pre-tax
income and increased wind credits.  See Note 22 to the consolidated
financial statements for a reconciliation of effective income tax rates for the
periods.
  KCP&L’s
income tax expense decreased $11.0 million in 2007 compared to 2006 primarily
due to $4.1 million of wind credits and a $7.3 million increase in the
allocation of tax benefits from holding company losses pursuant to Great Plains
Energy’s intercompany tax allocation agreement.
 53
 ITEM
7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
  In
the ordinary course of business, Great Plains Energy and KCP&L face risks
that are either non-financial or non-quantifiable.  Such risks
principally include business, legal, operations and credit risks and are not
represented in the following analysis.  See Item 1A. Risk Factors and
Item. 7 MD&A for further discussion of risk factors.
  Great
Plains Energy and KCP&L are exposed to market risks associated with
commodity price and supply, interest rates and equity
prices.  Management has established risk management policies and
strategies to reduce the potentially adverse effects the volatility of the
markets may have on its operating results.  During the ordinary course
of business, under the direction and control of an internal risk management
committee, Great Plains Energy’s and KCP&L’s hedging strategies are reviewed
to determine the hedging approach deemed appropriate based upon the
circumstances of each situation.  Though management believes its risk
management practices to be effective, it is not possible to identify and
eliminate all risk.  Great Plains Energy and KCP&L could
experience losses, which could have a material adverse effect on its results of
operations or financial position, due to many factors, including unexpectedly
large or rapid movements or disruptions in the energy markets, from
regulatory-driven market rule changes and/or bankruptcy or non-performance of
customers or counterparties, and/or failure of underlying transactions that have
been hedged to materialize.
  Derivative
instruments are frequently utilized to execute risk management and hedging
strategies.  Derivative instruments, such as futures, forward
contracts, swaps or options, derive their value from underlying assets, indices,
reference rates or a combination of these factors.  These derivative
instruments include negotiated contracts, which are referred to as
over-the-counter derivatives, and instruments listed and traded on an
exchange.
  Interest
Rate Risk
 Great
Plains Energy and KCP&L manage interest expense and short and long-term
liquidity through a combination of fixed and variable rate
debt.  Generally, the amount of each type of debt is managed through
market issuance, but interest rate swap and cap agreements with highly rated
financial institutions may also be used to achieve the desired
combination.  Using outstanding balances and annualized interest rates
as of December 31, 2008, a hypothetical 10% increase in the interest rates
associated with long-term variable rate debt would result in an increase of $0.3
million in interest expense for 2009.  Additionally, interest rates
impact the fair value of long-term debt.  A change in interest rates
would impact Great Plains Energy and KCP&L to the extent they redeemed any
of their outstanding long-term debt.  Great Plains Energy’s and
KCP&L’s book values of long-term debt were above fair value by 15% and 18%,
respectively, at December 31, 2008.
  KCP&L
had $380.2 million of commercial paper outstanding at December 31,
2008.  The principal amount of the commercial paper, which will vary
during the year, will drive KCP&L’s commercial paper interest
expense.  Assuming that $380.2 million of commercial paper was
outstanding for all of 2009, a hypothetical 10% increase in commercial paper
rates would result in an increase of $2.0 million in interest expense for
2009.
  Commodity
Risk
 Great
Plains Energy and KCP&L engage in the wholesale and retail marketing of
electricity and are exposed to risk associated with the price of
electricity.
  KCP&L's
wholesale operations include the physical delivery and marketing of power
obtained through its generation capacity and long, intermediate and short-term
capacity or power purchase agreements.  The agreements contain
penalties for non-performance to limit KCP&L’s energy price risk on the
contracted energy.  KCP&L also enters into additional power
purchase agreements with the objective of obtaining the most economical energy
to meet its physical delivery obligations to customers.  KCP&L is
required to maintain a capacity margin of at least 12% of its peak summer
demand.  This net positive supply of capacity and energy is maintained
through its generation assets and capacity and power purchase agreements to
protect it from the potential operational failure of one of its power generating
units.  KCP&L continually evaluates the need for
 54
 additional
risk mitigation measures in order to minimize its financial exposure to, among
other things, spikes in wholesale power prices during periods of high
demand.
  KCP&L's
sales include the sales of electricity to its retail customers and bulk power
sales of electricity in the wholesale market.  KCP&L continually
evaluates its system requirements, the availability of generating units,
availability and cost of fuel supply, the availability and cost of purchased
power and the requirements of other electric systems; therefore, the impact of
the hypothetical amounts that follow could be significantly reduced depending on
the system requirements and market prices at the time of the
increases.  A hypothetical 10% increase in the market price of power
could result in a $3.1 million decrease in operating income for 2009 related to
purchased power.  In 2009, approximately 74% of KCP&L’s net MWhs
generated are expected to be coal-fired.  KCP&L currently has
almost all of its coal requirements for 2009 under contract.  A
hypothetical 10% increase in the market price of coal could result in less than
a $1.0 million increase in fuel expense for 2009.  KCP&L has also
implemented price risk mitigation measures to reduce its exposure to high
natural gas prices.  A hypothetical 10% increase in natural gas and
oil market prices could result in an increase of $0.8 million in fuel expense
for 2009.  At December 31, 2008, KCP&L had hedged approximately
31% and 3% of its 2009 and 2010, respectively, projected natural gas usage for
generation requirements to serve retail load and firm MWh sales.  At
December 31, 2007, KCP&L had hedged approximately 35% and 4% of its 2008 and
2009, respectively, projected natural gas usage for generation requirements to
serve retail load and firm MWh sales.  KCP&L’s Kansas ECA allows
for the recovery of increased fuel and purchased power costs from Kansas retail
customers.
  In
the GMO regulated electric operations in 2008, approximately 55% of the power
sold was generated and the remaining 45% was purchased through long-term
contracts or in the open market.  GMO has a FAC that allows it to
adjust retail electric rates based on 95% of the difference between actual fuel
and purchased power costs and the amount of fuel and purchased power costs
provided in base rates.
  Several
measures have been taken to mitigate commodity price risk exposure in GMO’s
electric utility operations. One of these measures is contracting for a diverse
supply of coal to meet 82% and 60% of its 2009 and 2010, respectively, native
load fuel requirements of coal-fired generation.  The price risk
associated with natural gas and on-peak spot market purchased power requirements
is also mitigated through a hedging plan using New York Mercantile Exchange
(NYMEX) futures contracts and options.  This is a multi-year hedging
plan.  As of December 31, 2008, GMO had financial contracts in
place to hedge approximately 65% and 4% of expected on-peak natural gas and
natural gas equivalent purchased power price exposure for 2009 and 2010,
respectively.  The mark-to-market value of these contracts at
December 31, 2008, was a liability of $6.9 million.
  Additional
factors that affect commodity price exposure are the quantity and availability
of fuel used for generation and the quantity of electricity customers
consume.  Quantities of fossil fuel used for generation vary from year
to year based on the availability, price and deliverability of a given fuel type
as well as planned and scheduled outages at facilities that use fossil
fuels.  Customers' electricity usage could also vary from year to year
based on the weather or other factors.
  Market
Risk – MPS Merchant
 MPS
Merchant is exposed to market risk, including changes in commodity
prices.  To manage the volatility relating to these exposures, MPS
Merchant enters into various derivative transactions in accordance with the risk
management policy.  The trading portfolios consist of natural gas
contracts that are settled by the delivery of the commodity or
cash.  These contracts take many forms, including futures, forwards,
swaps and options.  Although MPS Merchant maintains a number of
transactions which are fully hedged via back-to-back deals, the business also
retains two contractual obligations that are not fully hedged.  MPS
Merchant is exposed to intra-month natural gas price volatility, with contracts
that have a fixed price set at the beginning of each month at which customers
have an option to purchase gas from MPS Merchant within the
month.  Customers typically exercise this option when natural gas
prices rise, thereby creating an exposure for MPS Merchant.  A
hypothetical 10% increase in the daily price of natural gas, versus the First of
Month Index (FOM), could result in a $13.7 million
 55
 pre-tax
decrease in MPS Merchant non-operating income in 2009.  MPS Merchant
manages this risk daily with monthly and daily swaps.  These
index-based transactions continue through the year 2017.
  Transactions
carried out in connection with trading activities that are derivatives under
SFAS No. 133 are accounted for under the mark-to-market method of
accounting.  Under SFAS No. 133, MPS Merchant’s energy commodity
trading contracts, including physical transactions (mainly gas) and financial
instruments, are recorded at fair value.  As part of the valuation of
the portfolio, Great Plains Energy values the credit risks associated with the
financial condition of counterparties and the time value of
money.  Quoted market prices from published sources or comparable
transactions in liquid markets are used to value the contracts.  If
actively quoted market prices are not available, brokers are contracted or other
external sources or comparable transactions are used to obtain current values of
the contracts.  In addition, the market prices or fair values used in
determining the value of the portfolio are best estimates utilizing information
such as historical volatility, time value, counterparty credit and the potential
impact on market prices of liquidating the positions in an orderly manner over a
reasonable period of time under current market conditions.  When
market prices are not readily available or determinable, certain contracts are
recorded at fair value using an alternative approach such as model
pricing.
  MPS
Merchant is also exposed to credit risk.  Credit risk is measured by
the loss that would be recorded if counterparties failed to perform pursuant to
the terms of the contractual obligations less the value of any collateral
held.  The following table provides information on MPS Merchant’s
credit exposure to customers at December 31, 2008.
 ExposureBefore
      Credit
                                                            Credit
                                                            NetRating
                                                            Collateral
                                                            Collateral
                                                            ExposureExternal
      rating
                                                            (millions)Investment
      grade
                                                            $
                                                            2.4
                                                            
                                                            $
                                                            -
                                                            
                                                            $
                                                            2.4Non-investment
      grade
                                                            
                                                            -
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            -No
      external rating
                                                            
                                                            41.6
                                                            
                                                            
                                                            2.0
                                                            
                                                            
                                                            39.6Total
                                                            $
                                                            44.0
                                                            
                                                            $
                                                            2.0
                                                            
                                                            $
                                                            42.0
 External
ratings are determined by using publicly available credit ratings of the
counterparty.  If a counterparty has provided a guarantee by a higher
rated entity, the determination has been based on the rating of its
guarantor.  Investment grade counterparties are those with a minimum
senior unsecured debt rating of BBB- from Standard & Poor’s or Baa3 from
Moody’s Investors Service.
  Investment
Risk
 KCP&L
maintains trust funds, as required by the NRC, to fund its share of
decommissioning the Wolf Creek nuclear power plant.  As of December
31, 2008, these funds were invested primarily in domestic equity securities and
fixed income securities and are reflected at fair value on KCP&L’s balance
sheets.  The mix of securities is designed to provide returns to be
used to fund decommissioning and to compensate for inflationary increases in
decommissioning costs; however, the equity securities in the trusts are exposed
to price fluctuations in equity markets and the value of fixed rate fixed income
securities are exposed to changes in interest rates.  A hypothetical
increase in interest rates resulting in a hypothetical 10% decrease in the value
of the fixed income securities would have resulted in a $6.0 million reduction
in the value of the decommissioning trust funds at December 31,
2008.  A hypothetical 10% decrease in equity prices would have
resulted in a $3.5 million reduction in the fair value of the equity securities
at December 31, 2008.  KCP&L's exposure to investment risk
associated with the decommissioning trust funds is in large part mitigated due
to the fact that KCP&L is currently allowed to recover its decommissioning
costs in its rates.
 56
 ITEM 8.  CONSOLIDATED FINANCIAL
STATEMENTS
 
 GREAT
      PLAINS ENERGYConsolidated
      Statements of IncomeYear
      Ended December 31
                                                                                                                                                                                            
                                                                                                                                                                                            2008
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            2007
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            2006Operating
      Revenues
                                                                                                                                                                                            
                                                                                                                                                                                            (millions,
      except per share amounts)Electric
      revenues
                                                                                                                                                                                            
                                                                                                                                                                                            $
                                                                                                                                                                                            1,670.1
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            $
                                                                                                                                                                                            1,292.7
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            $
                                                                                                                                                                                            1,140.4Operating
      ExpensesFuel
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            311.4
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            245.5
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            229.5Purchased
      power
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            208.9
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            101.0
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            26.4Utility
      operating expenses
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            377.2
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            295.8
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            260.3Skill
      set realignment (deferral) costs (Note 10)
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            -
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            (8.9
                                                                                                                                                                                            )
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            9.4Maintenance
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            122.5
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            91.7
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            83.8Depreciation
      and amortization
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            235.0
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            175.6
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            152.7General
      taxes
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            128.1
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            114.4
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            108.9Other
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            12.0
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            21.1
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            9.7Total
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            1,395.1
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            1,036.2
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            880.7Operating
      income
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            275.0
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            256.5
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            259.7Non-operating
      income
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            31.9
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            8.8
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            15.9Non-operating
      expenses
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            (10.8
                                                                                                                                                                                            )
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            (5.6
                                                                                                                                                                                            )
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            (6.6
                                                                                                                                                                                            )Interest
      charges
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            (111.3
                                                                                                                                                                                            )
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            (91.9
                                                                                                                                                                                            )
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            (70.1
                                                                                                                                                                                            )Income
      from continuing operations before income tax expense,
    minorityinterest
      in subsidiaries and loss from equity investments
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            184.8
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            167.8
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            198.9Income
      tax expense
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            (63.8
                                                                                                                                                                                            )
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            (44.9
                                                                                                                                                                                            )
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            (60.3
                                                                                                                                                                                            )Minority
      interest in subsidiaries
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            (0.2
                                                                                                                                                                                            )
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            -
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            -Loss
      from equity investments, net of income taxes
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            (1.3
                                                                                                                                                                                            )
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            (2.0
                                                                                                                                                                                            )
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            (1.9
                                                                                                                                                                                            )Income
      from continuing operations
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            119.5
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            120.9
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            136.7Income
      (loss) from discontinued operations, net of income taxes (Note
      24)
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            35.0
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            38.3
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            (9.1
                                                                                                                                                                                            )Net
      income
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            154.5
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            159.2
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            127.6Preferred
      stock dividend requirements
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            1.6
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            1.6
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            1.6Earnings
      available for common shareholders
                                                                                                                                                                                            
                                                                                                                                                                                            $
                                                                                                                                                                                            152.9
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            $
                                                                                                                                                                                            157.6
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            $
                                                                                                                                                                                            126.0Average
      number of basic common shares outstanding
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            101.1
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            84.9
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            78.0Average
      number of diluted common shares outstanding
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            101.2
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            85.2
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            78.2Basic
      earnings (loss) per common shareContinuing
      operations
                                                                                                                                                                                            
                                                                                                                                                                                            $
                                                                                                                                                                                            1.16
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            $
                                                                                                                                                                                            1.41
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            $
                                                                                                                                                                                            1.74Discontinued
      operations
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            0.35
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            0.45
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            (0.12
                                                                                                                                                                                            )Basic
      earnings per common share
                                                                                                                                                                                            
                                                                                                                                                                                            $
                                                                                                                                                                                            1.51
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            $
                                                                                                                                                                                            1.86
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            $
                                                                                                                                                                                            1.62Diluted
      earnings (loss) per common shareContinuing
      operations
                                                                                                                                                                                            
                                                                                                                                                                                            $
                                                                                                                                                                                            1.16
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            $
                                                                                                                                                                                            1.40
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            $
                                                                                                                                                                                            1.73Discontinued
      operations
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            0.35
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            0.45
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            (0.12
                                                                                                                                                                                            )Diluted
      earnings per common share
                                                                                                                                                                                            
                                                                                                                                                                                            $
                                                                                                                                                                                            1.51
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            $
                                                                                                                                                                                            1.85
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            $
                                                                                                                                                                                            1.61Cash
      dividends per common share
                                                                                                                                                                                            
                                                                                                                                                                                            $
                                                                                                                                                                                            1.66
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            $
                                                                                                                                                                                            1.66
                                                                                                                                                                                            
                                                                                                                                                                                            
                                                                                                                                                                                            $
                                                                                                                                                                                            1.66The
      accompanying Notes to Consolidated Financial Statements are an integral
      part of these statements.
  57
 
 GREAT
      PLAINS ENERGYConsolidated
      Balance SheetsDecember
      312008
                                                                                                          
                                                                                                          
                                                                                                          2007ASSETS
                                                                                                          (millions,
      except share amounts)Current
      AssetsCash
      and cash equivalents
                                                                                                          
                                                                                                          $
                                                                                                          61.1
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          24.0Funds
      on deposit
                                                                                                          
                                                                                                          
                                                                                                          10.8
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -Receivables,
      net
                                                                                                          
                                                                                                          
                                                                                                          242.3
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          166.0Fuel
      inventories, at average cost
                                                                                                          
                                                                                                          
                                                                                                          87.0
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          35.9Materials
      and supplies, at average cost
                                                                                                          
                                                                                                          
                                                                                                          99.3
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          64.0Deferred
      refueling outage costs
                                                                                                          
                                                                                                          
                                                                                                          12.4
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          6.5Refundable
      income taxes
                                                                                                          
                                                                                                          
                                                                                                          26.0
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          16.0Deferred
      income taxes
                                                                                                          
                                                                                                          
                                                                                                          28.6
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          3.6Assets
      held for sale (Note 5)
                                                                                                          
                                                                                                          
                                                                                                          16.3
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -Assets
      of discontinued operations
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          487.1Derivative
      instruments
                                                                                                          
                                                                                                          
                                                                                                          4.8
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          0.7Prepaid
      expenses
                                                                                                          
                                                                                                          
                                                                                                          15.2
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          11.0Total
                                                                                                          
                                                                                                          
                                                                                                          603.8
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          814.8Nonutility
      Property and InvestmentsAffordable
      housing limited partnerships
                                                                                                          
                                                                                                          
                                                                                                          13.9
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          17.3Nuclear
      decommissioning trust fund
                                                                                                          
                                                                                                          
                                                                                                          96.9
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          110.5Other
                                                                                                          
                                                                                                          
                                                                                                          41.1
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          7.5Total
                                                                                                          
                                                                                                          
                                                                                                          151.9
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          135.3Utility
      Plant, at Original CostElectric
                                                                                                          
                                                                                                          
                                                                                                          7,940.8
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          5,450.6Less-accumulated
      depreciation
                                                                                                          
                                                                                                          
                                                                                                          3,582.5
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          2,596.9Net
      utility plant in service
                                                                                                          
                                                                                                          
                                                                                                          4,358.3
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          2,853.7Construction
      work in progress
                                                                                                          
                                                                                                          
                                                                                                          1,659.1
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          530.2Nuclear
      fuel, net of amortization of $110.8 and $120.2
                                                                                                          
                                                                                                          
                                                                                                          63.9
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          60.6Total
                                                                                                          
                                                                                                          
                                                                                                          6,081.3
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          3,444.5Deferred
      Charges and Other AssetsRegulatory
      assets
                                                                                                          
                                                                                                          
                                                                                                          824.8
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          400.1Goodwill
                                                                                                          
                                                                                                          
                                                                                                          156.0
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -Derivative
      instruments
                                                                                                          
                                                                                                          
                                                                                                          13.0
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -Other
                                                                                                          
                                                                                                          
                                                                                                          38.5
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          37.4Total
                                                                                                          
                                                                                                          
                                                                                                          1,032.3
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          437.5Total
                                                                                                          
                                                                                                          $
                                                                                                          7,869.3
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          4,832.1The
      accompanying Notes to Consolidated Financial Statements are an integral
      part of these statements.
  58
    GREAT
      PLAINS ENERGYConsolidated
      Balance SheetsDecember
      312008
                                                                                                        
                                                                                                        
                                                                                                        2007LIABILITIES
      AND CAPITALIZATION
                                                                                                        (millions,
      except share amounts)Current
      LiabilitiesNotes
      payable
                                                                                                        
                                                                                                        $
                                                                                                        204.0
                                                                                                        
                                                                                                        
                                                                                                        $
                                                                                                        42.0Commercial
      paper
                                                                                                        
                                                                                                        
                                                                                                        380.2
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        365.8Current
      maturities of long-term debt
                                                                                                        
                                                                                                        
                                                                                                        70.7
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        0.3Accounts
      payable
                                                                                                        
                                                                                                        
                                                                                                        418.0
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        241.4Accrued
      taxes
                                                                                                        
                                                                                                        
                                                                                                        27.7
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        19.5Accrued
      interest
                                                                                                        
                                                                                                        
                                                                                                        72.4
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        16.6Accrued
      compensation and benefits
                                                                                                        
                                                                                                        
                                                                                                        29.7
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        22.1Pension
      and post-retirement liability
                                                                                                        
                                                                                                        
                                                                                                        4.7
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        1.3Liabilities
      of discontinued operations
                                                                                                        
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        253.4Derivative
      instruments
                                                                                                        
                                                                                                        
                                                                                                        86.2
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        44.4Other
                                                                                                        
                                                                                                        
                                                                                                        43.8
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        10.2Total
                                                                                                        
                                                                                                        
                                                                                                        1,337.4
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        1,017.0Deferred
      Credits and Other LiabilitiesDeferred
      income taxes
                                                                                                        
                                                                                                        
                                                                                                        387.1
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        608.0Deferred
      tax credits
                                                                                                        
                                                                                                        
                                                                                                        105.5
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        27.0Asset
      retirement obligations
                                                                                                        
                                                                                                        
                                                                                                        124.3
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        94.5Pension
      and post-retirement liability
                                                                                                        
                                                                                                        
                                                                                                        445.6
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        157.2Regulatory
      liabilities
                                                                                                        
                                                                                                        
                                                                                                        209.4
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        144.1Other
                                                                                                        
                                                                                                        
                                                                                                        113.8
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        74.5Total
                                                                                                        
                                                                                                        
                                                                                                        1,385.7
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        1,105.3CapitalizationCommon
      shareholders' equityCommon
      stock-150,000,000 shares authorized without par value119,375,923
      and 86,325,136 shares issued, stated value
                                                                                                        
                                                                                                        
                                                                                                        2,118.4
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        1,065.9Retained
      earnings
                                                                                                        
                                                                                                        
                                                                                                        489.3
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        506.9Treasury
      stock-120,677 and 90,929 shares, at cost
                                                                                                        
                                                                                                        
                                                                                                        (3.6
                                                                                                        )
                                                                                                        
                                                                                                        
                                                                                                        (2.8
                                                                                                        )Accumulated
      other comprehensive loss
                                                                                                        
                                                                                                        
                                                                                                        (53.5
                                                                                                        )
                                                                                                        
                                                                                                        
                                                                                                        (2.1
                                                                                                        )Total
                                                                                                        
                                                                                                        
                                                                                                        2,550.6
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        1,567.9Cumulative
      preferred stock $100 par value3.80%
      - 100,000 shares issued
                                                                                                        
                                                                                                        
                                                                                                        10.0
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        10.04.50%
      - 100,000 shares issued
                                                                                                        
                                                                                                        
                                                                                                        10.0
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        10.04.20%
      - 70,000 shares issued
                                                                                                        
                                                                                                        
                                                                                                        7.0
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        7.04.35%
      - 120,000 shares issued
                                                                                                        
                                                                                                        
                                                                                                        12.0
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        12.0Total
                                                                                                        
                                                                                                        
                                                                                                        39.0
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        39.0Long-term
      debt (Note 13)
                                                                                                        
                                                                                                        
                                                                                                        2,556.6
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        1,102.9Total
                                                                                                        
                                                                                                        
                                                                                                        5,146.2
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        2,709.8Commitments
      and Contingencies (Note 16)Total
                                                                                                        
                                                                                                        $
                                                                                                        7,869.3
                                                                                                        
                                                                                                        
                                                                                                        $
                                                                                                        4,832.1The
      accompanying Notes to Consolidated Financial Statements are an integral
      part of these statements.
  59
    GREAT PLAINS ENERGYConsolidated
      Statements of Cash FlowsYear
      Ended December 31
                                                                                                                                              
                                                                                                                                              2008
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              2007
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              2006Cash
      Flows from Operating Activities
                                                                                                                                              (millions)Net
      income
                                                                                                                                              
                                                                                                                                              $
                                                                                                                                              154.5
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              $
                                                                                                                                              159.2
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              $
                                                                                                                                              127.6Adjustments
      to reconcile income to net cash from operating activities:Depreciation
      and amortization
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              238.3
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              183.8
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              160.5Amortization
      of:Nuclear
      fuel
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              14.5
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              16.8
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              14.4Other
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (1.9
                                                                                                                                              )
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              7.4
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              9.4Deferred
      income taxes, net
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              44.1
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              23.8
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (11.0
                                                                                                                                              )Investment
      tax credit amortization
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (1.8
                                                                                                                                              )
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (1.5
                                                                                                                                              )
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (1.2
                                                                                                                                              )Loss
      from equity investments, net of income taxes
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              1.3
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              2.0
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              1.9Fair
      value impacts from energy contracts - Strategic Energy
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (189.1
                                                                                                                                              )
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (52.8
                                                                                                                                              )
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              56.7Fair
      value impacts from interest rate hedging
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              9.2
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              17.9
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              -Loss
      on sale of Strategic Energy
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              116.2
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              -
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              -Other
      operating activities (Note 3)
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              52.6
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (24.4
                                                                                                                                              )
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (49.4
                                                                                                                                              )Net
      cash from operating activities
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              437.9
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              332.2
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              308.9Cash
      Flows from Investing ActivitiesUtility
      capital expenditures
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (1,023.7
                                                                                                                                              )
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (511.5
                                                                                                                                              )
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (475.9
                                                                                                                                              )Allowance
      for borrowed funds used during construction
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (31.7
                                                                                                                                              )
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (14.4
                                                                                                                                              )
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (5.7
                                                                                                                                              )Purchases
      of nonutility property
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (1.2
                                                                                                                                              )
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (4.5
                                                                                                                                              )
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (4.2
                                                                                                                                              )Proceeds
      from sale of Strategic Energy, net of cash sold
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              218.8
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              -
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              -GMO
      acquisition, net cash received
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              271.9
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              -
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              -Proceeds
      from sale of assets and investments
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              -
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              0.1
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              0.4Purchases
      of nuclear decommissioning trust investments
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (49.1
                                                                                                                                              )
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (58.0
                                                                                                                                              )
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (49.7
                                                                                                                                              )Proceeds
      from nuclear decommissioning trust investments
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              45.4
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              54.3
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              46.0Purchase
      of additional indirect interest in Strategic Energy
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              -
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              -
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (0.7
                                                                                                                                              )Hawthorn
      No. 5 partial litigation recoveries
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              -
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              -
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              15.8Other
      investing activities
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (9.5
                                                                                                                                              )
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (13.0
                                                                                                                                              )
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (1.7
                                                                                                                                              )Net
      cash from investing activities
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (579.1
                                                                                                                                              )
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (547.0
                                                                                                                                              )
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (475.7
                                                                                                                                              )Cash
      Flows from Financing ActivitiesIssuance
      of common stock
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              15.3
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              10.5
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              153.6Issuance
      of long-term debt
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              363.4
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              495.6
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              -Issuance
      fees
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (5.3
                                                                                                                                              )
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (5.7
                                                                                                                                              )
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (6.2
                                                                                                                                              )Repayment
      of long-term debt
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (169.9
                                                                                                                                              )
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (372.5
                                                                                                                                              )
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (1.7
                                                                                                                                              )Net
      change in short-term borrowings
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              118.4
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              251.4
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              118.5Dividends
      paid
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (172.0
                                                                                                                                              )
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (144.5
                                                                                                                                              )
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (132.6
                                                                                                                                              )Credit
      facility termination fees
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (12.5
                                                                                                                                              )
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              -
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              -Equity
      forward settlement
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              -
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (12.3
                                                                                                                                              )
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              -Other
      financing activities
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (2.2
                                                                                                                                              )
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (2.4
                                                                                                                                              )
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (6.1
                                                                                                                                              )Net
      cash from financing activities
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              135.2
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              220.1
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              125.5Net
      Change in Cash and Cash Equivalents
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (6.0
                                                                                                                                              )
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              5.3
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              (41.3
                                                                                                                                              )Cash and Cash Equivalents at
      Beginning of Year(includes $43.1 million,$45.8
      million and $76.4 million of cash included in assets of
      discontinuedoperations
      in 2008, 2007 and 2006, respectively)
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              67.1
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              61.8
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              103.1Cash and Cash Equivalents at
      End of Year(includes $43.1 million and$45.8
      million of cash included in assets of discontinued operations in
      2007and
      2006, respectively)
                                                                                                                                              
                                                                                                                                              $
                                                                                                                                              61.1
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              $
                                                                                                                                              67.1
                                                                                                                                              
                                                                                                                                              
                                                                                                                                              $
                                                                                                                                              61.8The
      accompanying Notes to Consolidated Financial Statements are an integral
      part of these statements.
  60
    GREAT
      PLAINS ENERGYConsolidated
      Statements of Common Shareholders' EquityYear
      Ended December 31
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              2008
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              2007
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              2006Shares
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              Amount
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              Shares
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              Amount
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              Shares
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              AmountCommon
      Stock
                                                                                                                                                                                                                                                                                              (millions,
      except share amounts)Beginning
      balance
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              86,325,136
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              $
                                                                                                                                                                                                                                                                                              1,065.9
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              80,405,035
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              $
                                                                                                                                                                                                                                                                                              896.8
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              74,783,824
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              $
                                                                                                                                                                                                                                                                                              744.5Issuance
      of common stock
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              32,962,723
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              1,042.0
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              5,571,574
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              174.1
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              5,574,385
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              153.6Issuance
      of restricted common stock
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              88,064
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              2.3
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              348,527
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              11.1
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              46,826
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              1.3Common
      stock issuance fees
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              (5.2
                                                                                                                                                                                                                                                                                              )Equity
      compensation expense
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              5.9
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              2.1
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              2.6Equity
      forward settlement
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              (12.3
                                                                                                                                                                                                                                                                                              )
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              -Unearned
      CompensationIssuance
      of restricted common stock
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              (2.3
                                                                                                                                                                                                                                                                                              )
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              (11.1
                                                                                                                                                                                                                                                                                              )
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              (1.4
                                                                                                                                                                                                                                                                                              )Forfeiture
      of restricted common stock
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              0.2
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              0.1Compensation
      expense recognized
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              5.6
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              4.8
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              1.3Other
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              (1.0
                                                                                                                                                                                                                                                                                              )
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              0.2
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              -Ending
      balance
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              119,375,923
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              2,118.4
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              86,325,136
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              1,065.9
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              80,405,035
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              896.8Retained
      EarningsBeginning
      balance
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              506.9
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              493.4
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              498.6Cumulative
      effect of a change in accounting principle (Notes 10 and
    22)
                                                                                                                                                                                                                                                                                              (0.1
                                                                                                                                                                                                                                                                                              )
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              (0.9
                                                                                                                                                                                                                                                                                              )
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              -Net
      income
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              154.5
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              159.2
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              127.6Dividends:Common
      stock
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              (170.4
                                                                                                                                                                                                                                                                                              )
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              (142.9
                                                                                                                                                                                                                                                                                              )
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              (131.0
                                                                                                                                                                                                                                                                                              )Preferred
      stock - at required rates
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              (1.6
                                                                                                                                                                                                                                                                                              )
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              (1.6
                                                                                                                                                                                                                                                                                              )
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              (1.6
                                                                                                                                                                                                                                                                                              )Performance
      shares
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              (0.3
                                                                                                                                                                                                                                                                                              )
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              (0.2
                                                                                                                                                                                                                                                                                              )Ending
      balance
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              489.3
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              506.9
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              493.4Treasury
      StockBeginning
      balance
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              (90,929
                                                                                                                                                                                                                                                                                              )
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              (2.8
                                                                                                                                                                                                                                                                                              )
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              (53,499
                                                                                                                                                                                                                                                                                              )
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              (1.6
                                                                                                                                                                                                                                                                                              )
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              (43,376
                                                                                                                                                                                                                                                                                              )
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              (1.3
                                                                                                                                                                                                                                                                                              )Treasury
      shares acquired
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              (39,856
                                                                                                                                                                                                                                                                                              )
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              (1.1
                                                                                                                                                                                                                                                                                              )
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              (37,430
                                                                                                                                                                                                                                                                                              )
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              (1.2
                                                                                                                                                                                                                                                                                              )
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              (11,338
                                                                                                                                                                                                                                                                                              )
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              (0.3
                                                                                                                                                                                                                                                                                              )Treasury
      shares reissued
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              10,108
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              0.3
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              1,215
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              -Ending
      balance
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              (120,677
                                                                                                                                                                                                                                                                                              )
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              (3.6
                                                                                                                                                                                                                                                                                              )
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              (90,929
                                                                                                                                                                                                                                                                                              )
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              (2.8
                                                                                                                                                                                                                                                                                              )
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              (53,499
                                                                                                                                                                                                                                                                                              )
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              (1.6
                                                                                                                                                                                                                                                                                              )Accumulated
      Other Comprehensive Income (Loss)Beginning
      balance
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              (2.1
                                                                                                                                                                                                                                                                                              )
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              (46.7
                                                                                                                                                                                                                                                                                              )
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              (7.7
                                                                                                                                                                                                                                                                                              )Derivative
      hedging activity, net of tax
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              (47.5
                                                                                                                                                                                                                                                                                              )
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              43.2
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              (74.7
                                                                                                                                                                                                                                                                                              )Change
      in unrecognized pension expense, net of tax
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              (3.9
                                                                                                                                                                                                                                                                                              )
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              1.4
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              -Minimum
      pension obligation, net of tax
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              15.9Adjustment
      to initially apply SFAS No. 158, net of tax
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              (170.2
                                                                                                                                                                                                                                                                                              )Regulatory
      adjustment
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              -
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              190.0Ending
      balance
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              (53.5
                                                                                                                                                                                                                                                                                              )
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              (2.1
                                                                                                                                                                                                                                                                                              )
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              (46.7
                                                                                                                                                                                                                                                                                              )Total
      Common Shareholders' Equity
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              $
                                                                                                                                                                                                                                                                                              2,550.6
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              $
                                                                                                                                                                                                                                                                                              1,567.9
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                              $
                                                                                                                                                                                                                                                                                              1,341.9The
      accompanying Notes to Consolidated Financial Statements are an integral
      part of these statements.
  61
    GREAT
      PLAINS ENERGYConsolidated
      Statements of Comprehensive IncomeYear
      Ended December 31
                                                                                                                                        
                                                                                                                                        2008
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        2007
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        2006(millions)Net
      income
                                                                                                                                        
                                                                                                                                        $
                                                                                                                                        154.5
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        $
                                                                                                                                        159.2
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        $
                                                                                                                                        127.6Other
      comprehensive income (loss)Gain
      (loss) on derivative hedging instruments
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        27.0
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        (8.4
                                                                                                                                        )
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        (181.5
                                                                                                                                        )Income
      taxes
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        (12.5
                                                                                                                                        )
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        2.4
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        75.0Net
      gain (loss) on derivative hedging instruments
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        14.5
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        (6.0
                                                                                                                                        )
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        (106.5
                                                                                                                                        )Reclassification
      to expenses, net of tax (Note 20)
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        (62.0
                                                                                                                                        )
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        49.2
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        31.8Derivative
      hedging activity, net of tax
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        (47.5
                                                                                                                                        )
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        43.2
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        (74.7
                                                                                                                                        )Defined
      benefit pension plansNet
      gain (loss) arising during period
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        (6.7
                                                                                                                                        )
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        2.0
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        -Less:  amortization
      of net gain included in netperiodic
      benefit costs
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        0.3
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        0.4
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        -Prior
      service costs arising during the period
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        -
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        (0.3
                                                                                                                                        )
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        -Less:  amortization
      of prior service costs included in netperiodic
      benefit costs
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        0.1
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        0.1
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        -Income
      taxes
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        2.4
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        (0.8
                                                                                                                                        )
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        -Net
      change in unrecognized pension expense
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        (3.9
                                                                                                                                        )
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        1.4
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        -Change
      in minimum pension obligation
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        -
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        -
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        25.5Income
      taxes
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        -
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        -
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        (9.6
                                                                                                                                        )Net
      change in unrecognized pension expense
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        -
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        -
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        15.9Comprehensive
      income
                                                                                                                                        
                                                                                                                                        $
                                                                                                                                        103.1
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        $
                                                                                                                                        203.8
                                                                                                                                        
                                                                                                                                        
                                                                                                                                        $
                                                                                                                                        68.8The
      accompanying Notes to Consolidated Financial Statements are an integral
      part of these
statements.
  62
    KANSAS CITY POWER & LIGHT
COMPANYConsolidated
      Statements of IncomeYear
      Ended December 31
                                                                                                          
                                                                                                          2008
                                                                                                          
                                                                                                          
                                                                                                          2007
                                                                                                          
                                                                                                          
                                                                                                          2006Operating
      Revenues
                                                                                                          
                                                                                                          (millions)Electric
      revenues
                                                                                                          
                                                                                                          $
                                                                                                          1,343.0
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          1,292.7
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          1,140.4Operating
      ExpensesFuel
                                                                                                          
                                                                                                          
                                                                                                          253.3
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          245.5
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          229.5Purchased
      power
                                                                                                          
                                                                                                          
                                                                                                          119.0
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          101.0
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          26.4Operating
      expenses
                                                                                                          
                                                                                                          
                                                                                                          310.0
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          295.8
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          260.3Skill
      set realignment (deferral) cost (Note 10)
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (8.9
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          9.3Maintenance
                                                                                                          
                                                                                                          
                                                                                                          99.2
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          90.9
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          83.8Depreciation
      and amortization
                                                                                                          
                                                                                                          
                                                                                                          204.3
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          175.6
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          152.7General
      taxes
                                                                                                          
                                                                                                          
                                                                                                          118.9
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          113.7
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          108.0Other
                                                                                                          
                                                                                                          
                                                                                                          0.2
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          0.2
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          (0.6
                                                                                                          )Total
                                                                                                          
                                                                                                          
                                                                                                          1,104.9
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          1,013.8
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          869.4Operating
      income
                                                                                                          
                                                                                                          
                                                                                                          238.1
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          278.9
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          271.0Non-operating
      income
                                                                                                          
                                                                                                          
                                                                                                          25.9
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          8.0
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          15.0Non-operating
      expenses
                                                                                                          
                                                                                                          
                                                                                                          (6.7
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          (3.7
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          (5.4
                                                                                                          )Interest
      charges
                                                                                                          
                                                                                                          
                                                                                                          (72.3
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          (67.2
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          (61.0
                                                                                                          )Income
      before income tax expense
                                                                                                          
                                                                                                          
                                                                                                          185.0
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          216.0
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          219.6Income
      tax expense
                                                                                                          
                                                                                                          
                                                                                                          (59.8
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          (59.3
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          (70.3
                                                                                                          )Net
      income
                                                                                                          
                                                                                                          $
                                                                                                          125.2
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          156.7
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          149.3The
      disclosures regarding KCP&L included in the accompanying Notes to
      Consolidated Financial Statements are anintegral
      part of these statements.
  63
    KANSAS
      CITY POWER & LIGHT COMPANYConsolidated
      Balance SheetsDecember
      312008
                                                                                                            
                                                                                                            
                                                                                                            2007ASSETS
                                                                                                            (millions,
      except share amounts)Current
      AssetsCash
      and cash equivalents
                                                                                                            
                                                                                                            $
                                                                                                            5.4
                                                                                                            
                                                                                                            
                                                                                                            $
                                                                                                            3.2Receivables,
      net
                                                                                                            
                                                                                                            
                                                                                                            161.6
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            176.4Fuel
      inventories, at average cost
                                                                                                            
                                                                                                            
                                                                                                            51.7
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            35.9Materials
      and supplies, at average cost
                                                                                                            
                                                                                                            
                                                                                                            68.3
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            64.0Deferred
      refueling outage costs
                                                                                                            
                                                                                                            
                                                                                                            12.4
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            6.5Refundable
      income taxes
                                                                                                            
                                                                                                            
                                                                                                            11.9
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            16.6Deferred
      income taxes
                                                                                                            
                                                                                                            
                                                                                                            4.9
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            3.4Derivative
      instruments
                                                                                                            
                                                                                                            
                                                                                                            0.6
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            0.7Prepaid
      expenses
                                                                                                            
                                                                                                            
                                                                                                            11.8
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            10.4Total
                                                                                                            
                                                                                                            
                                                                                                            328.6
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            317.1Nonutility
      Property and InvestmentsNuclear
      decommissioning trust fund
                                                                                                            
                                                                                                            
                                                                                                            96.9
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            110.5Other
                                                                                                            
                                                                                                            
                                                                                                            3.7
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            6.2Total
                                                                                                            
                                                                                                            
                                                                                                            100.6
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            116.7Utility
      Plant, at Original CostElectric
                                                                                                            
                                                                                                            
                                                                                                            5,671.4
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            5,450.6Less-accumulated
      depreciation
                                                                                                            
                                                                                                            
                                                                                                            2,738.8
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            2,596.9Net
      utility plant in service
                                                                                                            
                                                                                                            
                                                                                                            2,932.6
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            2,853.7Construction
      work in progress
                                                                                                            
                                                                                                            
                                                                                                            1,148.5
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            530.2Nuclear
      fuel, net of amortization of $110.8 and $120.2
                                                                                                            
                                                                                                            
                                                                                                            63.9
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            60.6Total
                                                                                                            
                                                                                                            
                                                                                                            4,145.0
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            3,444.5Deferred
      Charges and Other AssetsRegulatory
      assets
                                                                                                            
                                                                                                            
                                                                                                            609.1
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            400.1Other
                                                                                                            
                                                                                                            
                                                                                                            45.5
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            13.6Total
                                                                                                            
                                                                                                            
                                                                                                            654.6
                                                                                                            
                                                                                                            
                                                                                                            
                                                                                                            413.7Total
                                                                                                            
                                                                                                            $
                                                                                                            5,228.8
                                                                                                            
                                                                                                            
                                                                                                            $
                                                                                                            4,292.0The
      disclosures regarding KCP&L included in the accompanying Notes to
      Consolidated FinancialStatements
      are an integral part of these statements.
  64
    KANSAS
      CITY POWER & LIGHT COMPANYConsolidated
      Balance SheetsDecember
      312008
                                                                                                      
                                                                                                      
                                                                                                      2007LIABILITIES
      AND CAPITALIZATION
                                                                                                      (millions,
      except share amounts)Current
      LiabilitiesNotes
      payable to Great Plains Energy
                                                                                                      
                                                                                                      $
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      0.6Commercial
      paper
                                                                                                      
                                                                                                      
                                                                                                      380.2
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      365.8Accounts
      payable
                                                                                                      
                                                                                                      
                                                                                                      299.3
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      243.4Accrued
      taxes
                                                                                                      
                                                                                                      
                                                                                                      20.5
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      19.0Accrued
      interest
                                                                                                      
                                                                                                      
                                                                                                      18.1
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      9.6Accrued
      compensation and benefits
                                                                                                      
                                                                                                      
                                                                                                      29.7
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      21.6Pension
      and post-retirement liability
                                                                                                      
                                                                                                      
                                                                                                      1.6
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      1.1Derivative
      instruments
                                                                                                      
                                                                                                      
                                                                                                      80.3
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      28.0Other
                                                                                                      
                                                                                                      
                                                                                                      9.1
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      8.7Total
                                                                                                      
                                                                                                      
                                                                                                      838.8
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      697.8Deferred
      Credits and Other LiabilitiesDeferred
      income taxes
                                                                                                      
                                                                                                      
                                                                                                      596.2
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      642.2Deferred
      tax credits
                                                                                                      
                                                                                                      
                                                                                                      99.9
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      27.0Asset
      retirement obligations
                                                                                                      
                                                                                                      
                                                                                                      111.9
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      94.5Pension
      and post-retirement liability
                                                                                                      
                                                                                                      
                                                                                                      410.6
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      149.4Regulatory
      liabilities
                                                                                                      
                                                                                                      
                                                                                                      115.8
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      144.1Other
                                                                                                      
                                                                                                      
                                                                                                      56.8
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      54.2Total
                                                                                                      
                                                                                                      
                                                                                                      1,391.2
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      1,111.4CapitalizationCommon
      shareholder's equityCommon
      stock-1,000 shares authorized without par value1
      share issued, stated value
                                                                                                      
                                                                                                      
                                                                                                      1,315.6
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      1,115.6Retained
      earnings
                                                                                                      
                                                                                                      
                                                                                                      353.2
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      371.3Accumulated
      other comprehensive loss
                                                                                                      
                                                                                                      
                                                                                                      (46.9
                                                                                                      )
                                                                                                      
                                                                                                      
                                                                                                      (7.5
                                                                                                      )Total
                                                                                                      
                                                                                                      
                                                                                                      1,621.9
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      1,479.4Long-term
      debt (Note 13)
                                                                                                      
                                                                                                      
                                                                                                      1,376.9
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      1,003.4Total
                                                                                                      
                                                                                                      
                                                                                                      2,998.8
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      2,482.8Commitments
      and Contingencies (Note 16)Total
                                                                                                      
                                                                                                      $
                                                                                                      5,228.8
                                                                                                      
                                                                                                      
                                                                                                      $
                                                                                                      4,292.0The
      disclosures regarding KCP&L included in the accompanying Notes to
      Consolidated FinancialStatements
      are an integral part of these statements.
  65
    KANSAS CITY POWER & LIGHT
COMPANYConsolidated
      Statements of Cash FlowsYear
      Ended December 31
                                                                                                                          
                                                                                                                          2008
                                                                                                                          
                                                                                                                          
                                                                                                                          2007
                                                                                                                          
                                                                                                                          
                                                                                                                          2006Cash
      Flows from Operating Activities
                                                                                                                          
                                                                                                                          (millions)Net
      income
                                                                                                                          
                                                                                                                          $
                                                                                                                          125.2
                                                                                                                          
                                                                                                                          
                                                                                                                          $
                                                                                                                          156.7
                                                                                                                          
                                                                                                                          
                                                                                                                          $
                                                                                                                          149.3Adjustments
      to reconcile income to net cash from operating activities:Depreciation
      and amortization
                                                                                                                          
                                                                                                                          
                                                                                                                          204.3
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          175.6
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          152.7Amortization
      of:Nuclear
      fuel
                                                                                                                          
                                                                                                                          
                                                                                                                          14.5
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          16.8
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          14.4Other
                                                                                                                          
                                                                                                                          
                                                                                                                          11.1
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          4.6
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          6.6Deferred
      income taxes, net
                                                                                                                          
                                                                                                                          
                                                                                                                          (7.5
                                                                                                                          )
                                                                                                                          
                                                                                                                          
                                                                                                                          19.7
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          17.4Investment
      tax credit amortization
                                                                                                                          
                                                                                                                          
                                                                                                                          (1.4
                                                                                                                          )
                                                                                                                          
                                                                                                                          
                                                                                                                          (1.5
                                                                                                                          )
                                                                                                                          
                                                                                                                          
                                                                                                                          (1.2
                                                                                                                          )Fair
      value impacts from interest rate hedging
                                                                                                                          
                                                                                                                          
                                                                                                                          -
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          1.4
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          -Other
      operating activities (Note 3)
                                                                                                                          
                                                                                                                          
                                                                                                                          72.8
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          (18.5
                                                                                                                          )
                                                                                                                          
                                                                                                                          
                                                                                                                          (40.0
                                                                                                                          )Net
      cash from operating activities
                                                                                                                          
                                                                                                                          
                                                                                                                          419.0
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          354.8
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          299.2Cash
      Flows from Investing ActivitiesUtility
      capital expenditures
                                                                                                                          
                                                                                                                          
                                                                                                                          (810.5
                                                                                                                          )
                                                                                                                          
                                                                                                                          
                                                                                                                          (511.5
                                                                                                                          )
                                                                                                                          
                                                                                                                          
                                                                                                                          (475.9
                                                                                                                          )Allowance
      for borrowed funds used during construction
                                                                                                                          
                                                                                                                          
                                                                                                                          (23.6
                                                                                                                          )
                                                                                                                          
                                                                                                                          
                                                                                                                          (14.4
                                                                                                                          )
                                                                                                                          
                                                                                                                          
                                                                                                                          (5.7
                                                                                                                          )Purchases
      of nonutility property
                                                                                                                          
                                                                                                                          
                                                                                                                          -
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          (0.1
                                                                                                                          )
                                                                                                                          
                                                                                                                          
                                                                                                                          (0.1
                                                                                                                          )Proceeds
      from sale of assets
                                                                                                                          
                                                                                                                          
                                                                                                                          -
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          0.1
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          0.4Purchases
      of nuclear decommissioning trust investments
                                                                                                                          
                                                                                                                          
                                                                                                                          (49.1
                                                                                                                          )
                                                                                                                          
                                                                                                                          
                                                                                                                          (58.0
                                                                                                                          )
                                                                                                                          
                                                                                                                          
                                                                                                                          (49.7
                                                                                                                          )Proceeds
      from nuclear decommissioning trust investments
                                                                                                                          
                                                                                                                          
                                                                                                                          45.4
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          54.3
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          46.0Hawthorn
      No. 5 partial litigation recoveries
                                                                                                                          
                                                                                                                          
                                                                                                                          -
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          -
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          15.8Other
      investing activities
                                                                                                                          
                                                                                                                          
                                                                                                                          (8.5
                                                                                                                          )
                                                                                                                          
                                                                                                                          
                                                                                                                          (7.6
                                                                                                                          )
                                                                                                                          
                                                                                                                          
                                                                                                                          (0.9
                                                                                                                          )Net
      cash from investing activities
                                                                                                                          
                                                                                                                          
                                                                                                                          (846.3
                                                                                                                          )
                                                                                                                          
                                                                                                                          
                                                                                                                          (537.2
                                                                                                                          )
                                                                                                                          
                                                                                                                          
                                                                                                                          (470.1
                                                                                                                          )Cash
      Flows from Financing ActivitiesIssuance
      of long-term debt
                                                                                                                          
                                                                                                                          
                                                                                                                          363.4
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          396.1
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          -Repayment
      of long-term debt
                                                                                                                          
                                                                                                                          
                                                                                                                          -
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          (372.0
                                                                                                                          )
                                                                                                                          
                                                                                                                          
                                                                                                                          -Net
      change in short-term borrowings
                                                                                                                          
                                                                                                                          
                                                                                                                          14.4
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          209.4
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          124.6Dividends
      paid to Great Plains Energy
                                                                                                                          
                                                                                                                          
                                                                                                                          (144.0
                                                                                                                          )
                                                                                                                          
                                                                                                                          
                                                                                                                          (140.0
                                                                                                                          )
                                                                                                                          
                                                                                                                          
                                                                                                                          (89.0
                                                                                                                          )Equity
      contribution from Great Plains Energy
                                                                                                                          
                                                                                                                          
                                                                                                                          200.0
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          94.0
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          134.6Issuance
      fees
                                                                                                                          
                                                                                                                          
                                                                                                                          (4.3
                                                                                                                          )
                                                                                                                          
                                                                                                                          
                                                                                                                          (3.7
                                                                                                                          )
                                                                                                                          
                                                                                                                          
                                                                                                                          (0.5
                                                                                                                          )Net
      cash from financing activities
                                                                                                                          
                                                                                                                          
                                                                                                                          429.5
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          183.8
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          169.7Net
      Change in Cash and Cash Equivalents
                                                                                                                          
                                                                                                                          
                                                                                                                          2.2
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          1.4
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          (1.2
                                                                                                                          )Cash
      and Cash Equivalents at Beginning of Year
                                                                                                                          
                                                                                                                          
                                                                                                                          3.2
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          1.8
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          3.0Cash
      and Cash Equivalents at End of Year
                                                                                                                          
                                                                                                                          $
                                                                                                                          5.4
                                                                                                                          
                                                                                                                          
                                                                                                                          $
                                                                                                                          3.2
                                                                                                                          
                                                                                                                          
                                                                                                                          $
                                                                                                                          1.8The
      disclosures regarding KCP&L included in the accompanying Notes to
      Consolidated Financial Statements arean
      integral part of these statements.
  66
    KANSAS
      CITY POWER & LIGHT COMPANYConsolidated
      Statements of Common Shareholder's EquityYear
      Ended December 31
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  2008
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  2007
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  2006Shares
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  Amount
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  Shares
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  Amount
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  Shares
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  AmountCommon
      Stock
                                                                                                                                                                                                                                                  (millions,
      except share amounts)Beginning
      balance
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  1
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                  1,115.6
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  1
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                  1,021.6
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  1
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                  887.0Equity
      contribution from Great Plains Energy
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  200.0
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  94.0
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  134.6Ending
      balance
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  1
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  1,315.6
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  1
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  1,115.6
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  1
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  1,021.6Retained
      EarningsBeginning
      balance
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  371.3
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  354.8
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  294.5Cumulative
      effect of a change in accounting principle (Note 22)
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  (0.2
                                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  -Net
      income
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  125.2
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  156.7
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  149.3Transfer
      of HSS to KLT Inc.
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  0.7
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  -Dividends:Common
      stock held by Great Plains Energy
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  (144.0
                                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  (140.0
                                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  (89.0
                                                                                                                                                                                                                                                  )Ending
      balance
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  353.2
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  371.3
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  354.8Accumulated
      Other Comprehensive Income (Loss)Beginning
      balance
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  (7.5
                                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  6.7
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  (29.9
                                                                                                                                                                                                                                                  )Derivative
      hedging activity, net of tax
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  (39.4
                                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  (14.2
                                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  (0.7
                                                                                                                                                                                                                                                  )Minimum
      pension obligation, net of tax
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  15.9Adjustment
      to initially apply SFAS No. 158, net of tax
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  (168.6
                                                                                                                                                                                                                                                  )Regulatory
      adjustment
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  190.0Ending
      balance
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  (46.9
                                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  (7.5
                                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  6.7Total
      Common Shareholder's Equity
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                  1,621.9
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                  1,479.4
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                  1,383.1The
      disclosures regarding KCP&L included in the accompanying Notes to
      Consolidated Financial Statements are an integral part ofthese
      statements.
  67
    KANSAS
      CITY POWER & LIGHT COMPANYConsolidated
      Statements of Comprehensive IncomeYear
      Ended December 31
                                                                                                                                                
                                                                                                                                                2008
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                2007
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                2006(millions)Net
      income
                                                                                                                                                
                                                                                                                                                $
                                                                                                                                                125.2
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                $
                                                                                                                                                156.7
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                $
                                                                                                                                                149.3Other
      comprehensive income (loss)Gain
      (loss) on derivative hedging instruments
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                (65.0
                                                                                                                                                )
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                (22.1
                                                                                                                                                )
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                (0.8
                                                                                                                                                )Income
      taxes
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                25.4
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                8.3
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                0.3Net
      gain (loss) on derivative hedging instruments
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                (39.6
                                                                                                                                                )
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                (13.8
                                                                                                                                                )
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                (0.5
                                                                                                                                                )Reclassification
      to expenses, net of tax (Note 20)
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                0.2
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                (0.4
                                                                                                                                                )
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                (0.2
                                                                                                                                                )Derivative
      hedging activity, net of tax
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                (39.4
                                                                                                                                                )
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                (14.2
                                                                                                                                                )
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                (0.7
                                                                                                                                                )Change
      in minimum pension obligation
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                -
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                -
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                25.5Income
      taxes
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                -
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                -
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                (9.6
                                                                                                                                                )Net
      gain in minimum pension obligation
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                -
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                -
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                15.9Comprehensive
      income
                                                                                                                                                
                                                                                                                                                $
                                                                                                                                                85.8
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                $
                                                                                                                                                142.5
                                                                                                                                                
                                                                                                                                                
                                                                                                                                                $
                                                                                                                                                164.5The
      disclosures regarding KCP&L included in the accompanying Notes to
      Consolidated FinancialStatements
      are an integral part of these
statements.
 68


GREAT
PLAINS ENERGY INCORPORATED


KANSAS
CITY POWER & LIGHT COMPANY




Notes
to Consolidated Financial Statements




The notes
to 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,” and “KCP&L” 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.




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 wholly owned subsidiary, Kansas City
      Power & Light Receivables Company (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 wholly
      owns MPS Merchant Services, Inc. (MPS Merchant), which has certain
      long-term natural gas contracts remaining from its former non-regulated
      trading operations.  Great Plains Energy acquired GMO on July
      14, 2008.  See Note 2 to the consolidated financial statements
      for additional information.




·
            Great
      Plains Energy Services Incorporated (Services) provides services at cost
      to Great Plains Energy and its subsidiaries.  Effective December
      16, 2008, Services employees were transferred to
      KCP&L.  Services continues to obtain certain goods and
      third-party services for its affiliated
  companies.




·
            KLT
      Inc. is an intermediate holding company that primarily holds investments
      in affordable housing limited partnerships.  KLT Inc. also
      wholly owns KLT Gas Inc. and Home Service Solutions Inc. (HSS), which have
      no active operations.  KLT Telecom Inc., a wholly owned
      subsidiary of KLT Inc., was dissolved in December
  2008.




On June
2, 2008, Great Plains Energy completed the sale of Strategic Energy, L.L.C.
(Strategic Energy).  Strategic Energy is accounted for as discontinued
operations for all periods presented.  See Note 24 for additional
information.  Great Plains Energy indirectly owned 100% of Strategic
Energy through its wholly owned subsidiaries KLT Inc. and Innovative Energy
Consultants Inc. (IEC).  IEC did not own or operate any assets other
than its indirect interest in Strategic Energy.  IEC was merged into
KLT Inc. in July 2008.




Great
Plains Energy’s sole reportable business segment is electric
utility.  Prior to 2008, Great Plains Energy’s electric utility
segment is the same as the previously reported KCP&L segment.  See
Note 23 for additional information.




Cash
and Cash Equivalents


Cash
equivalents consist of highly liquid investments with original maturities of
three months or less at acquisition.




69


Funds
on Deposit


Funds on
deposit consist primarily of cash provided to counterparties in support of
margin requirements related to commodity purchases, commodity swaps and futures
contracts.  Pursuant to individual contract terms with counterparties,
deposit amounts required vary with changes in market prices, credit provisions
and various other factors.  Interest is earned on most funds on
deposit.  Great Plains Energy also holds funds on deposit from
counterparties in the same manner.  These funds are included in other
current liabilities on the consolidated balance sheets.





Fair
Value of Financial Instruments


The
following methods and assumptions were used to estimate the fair value of each
class of financial instruments for which it is practicable to estimate that
value.




Nonutility property and
investments – KCP&L's nonutility property and investments includes
nuclear decommissioning trust fund assets recorded at fair
value.  Fair value is based on quoted market prices of the investments
held by the fund and/or valuation models.  In addition to KCP&L’s
investments, Great Plains Energy’s nonutility property and investments includes
KLT Investments Inc.’s (KLT Investments) affordable housing limited partnerships
and GMO’s rabbi trust assets.  The fair value of KLT Investments'
affordable housing limited partnership total portfolio, based on the discounted
cash flows generated by tax credits, tax deductions and sale of properties,
approximates book value.  GMO’s rabbi trusts related to its
Supplemental Executive Retirement Plans (SERP) are recorded at fair value, which
are based on quoted market prices of the investments held by the trusts and/or
valuation models.  The fair values of other various investments are
not readily determinable and the investments are therefore stated at
cost.




Long-term debt– Fair value
is based on quoted market prices, with the incremental borrowing rate for
similar debt used to determine fair value if quoted market prices were not
available.  At December 31, 2008, the book value and fair value of
Great Plains Energy’s long-term debt was $2.6 billion and $2.2 billion,
respectively.  At December 31, 2008, the book value and fair value of
KCP&L’s long-term debt was $1.4 billion and $1.1 billion,
respectively.  Great Plains Energy’s and KCP&L’s book values of
long-term debt approximated fair values at December 31, 2007.




Derivative instruments – The
fair value of derivative instruments is estimated using market quotes,
over-the-counter forward price and volatility curves and correlation among fuel
prices, net of estimated credit risk.




Pension plans – For financial
reporting purposes, the market value of plan assets is the fair
value.  KCP&L uses a five-year smoothing of assets to determine
fair value for regulatory reporting purposes.




Derivative
Instruments


The
Company accounts for derivative instruments in accordance with Statement of
Financial Accounting Standards (SFAS) No. 133, “Accounting for Derivative
Instruments and Hedging Activities,” as amended.  This statement
generally requires derivative instruments to be recorded on the balance sheet at
fair value and establishes criteria for designation and effectiveness of hedging
relationships.  Great Plains Energy and KCP&L enter into
derivative contracts to manage exposure to commodity price fluctuations and
interest rate risk.  Derivative instruments designated as normal
purchases and normal sales (NPNS) and cash flow hedges are used solely for
hedging purposes and are not issued or held for speculative
reasons.




The
Company considers various qualitative factors, such as contract and market place
attributes, in designating derivative instruments at inception.  Great
Plains Energy and KCP&L may elect the NPNS exception, which requires the
effects of the derivative to be recorded when the underlying contract
settles.  Great Plains Energy and KCP&L account for derivative
instruments that are not designated as NPNS as cash flow hedges or non-hedging
derivatives, which are recorded as assets or liabilities on the consolidated
balance sheets at fair value.  In addition, if a derivative instrument
is designated as a cash flow hedge, Great Plains Energy and KCP&L document
the


70


method of
determining hedge effectiveness and measuring ineffectiveness.  See
Note 20 for additional information regarding derivative financial instruments
and hedging activities.




Great
Plains Energy and KCP&L offset fair value amounts recognized for derivative
instruments under master netting arrangements, which include rights to reclaim
cash collateral (a receivable), or the obligation to return cash collateral (a
payable), pursuant to Financial Accounting Standards Board (FASB) Interpretation
(FIN) No. 39, “Offsetting
of Amounts Related to Certain Contracts.”  Great Plains Energy and
KCP&L classify cash flows from derivative instruments in the same category
as the cash flows from the items being hedged.




Investments
in Affordable Housing Limited Partnerships


At
December 31, 2008, KLT Investments had $13.9 million of investments in
affordable housing limited partnerships.  Approximately 87% of these
investments were recorded at cost; the equity method was used for the
remainder.  The investments generate future cash flows from tax
credits and tax losses of the partnerships.  The investments also
generate cash flows from the sales of the properties.  For most
investments, tax credits are received over ten years.  Tax expense is
reduced in the year tax credits are generated.  A change in accounting
principle relating to investments made after May 19, 1995, requires
the use of the equity method when a company owns more than 5% in a limited
partnership investment.  Of the investments recorded at cost, $11.8
million exceed this 5% level but were made before
May 19, 1995.  Management does not anticipate making
additional investments in affordable housing limited partnerships at this
time.




On a
quarterly basis, KLT Investments compares the cost of those properties accounted
for by the cost method to the total of projected residual value of the
properties and remaining tax credits to be received.  Based on the
latest comparison, KLT Investments reduced its investments in affordable housing
limited partnerships by $0.4 million, $2.0 million and $1.2 million in 2008,
2007 and 2006, respectively.  These amounts are included in
non-operating expenses on Great Plains Energy’s consolidated statements of
income.  The properties underlying the partnership investments are
subject to certain risks inherent in real estate ownership and
management.




Other
Nonutility Property


Great
Plains Energy’s and KCP&L’s other nonutility property includes land and
buildings and improvements (43-45 year life) and is recorded at historical cost,
net of accumulated depreciation.  Great Plains Energy’s other
non-utility property also includes office furniture (24-year life).




Utility
Plant


Great
Plains Energy’s and KCP&L's utility plant is stated at historical
cost.  These costs include taxes, an allowance for the cost of
borrowed and equity funds used to finance construction and payroll-related
costs, including pensions and other fringe benefits.  Replacements,
improvements and additions to units of property are
capitalized.  Repairs of property and replacements of items not
considered to be units of property are expensed as incurred (except as discussed
under Deferred Refueling Outage Costs and Accounting for Planned Major
Maintenance).  When property units are retired or otherwise disposed,
the original cost, net of salvage, is charged to accumulated
depreciation.  Substantially all of KCP&L’s utility plant is
pledged as collateral for KCP&L’s mortgage bonds under the General Mortgage
Indenture and Deed of Trust dated December 1, 1986, as
supplemented.  Substantially all of GMO’s St. Joseph Light & Power
division is pledged as collateral for GMO’s mortgage bonds under the General
Mortgage Indenture and Deed of Trust dated April 1, 1946, as
supplemented.




As
prescribed by the Federal Energy Regulatory Commission (FERC), Allowance for
Funds Used During Construction (AFUDC) is charged to the cost of the
plant.  AFUDC is included in the rates charged to customers by
KCP&L and GMO over the service life of the property.  AFUDC equity
funds are included as a non-cash item in non-operating income and AFUDC borrowed
funds are a reduction of interest charges.  The rates used to compute
gross AFUDC are compounded semi-annually and averaged 7.1% in 2008, 6.3% in
2007, and 7.8% in 2006 for KCP&L and 4.9% in 2008 for GMO since its
acquisition on July 14, 2008.




71


Great
Plains Energy’s and KCP&L’s balances of utility plant, at original cost,
with a range of estimated useful lives are listed in the following
tables.





Great
      Plains EnergyDecember
      31
                                                                                                  
                                                                                                  2008
                                                                                                  
                                                                                                  
                                                                                                  2007Utility
      Plant, at original cost
                                                                                                  
                                                                                                  (millions)Production
      (23 - 60 years)
                                                                                                  
                                                                                                  $
                                                                                                  4,171.2
                                                                                                  
                                                                                                  
                                                                                                  $
                                                                                                  3,197.2Transmission
      (27 - 76 years)
                                                                                                  
                                                                                                  
                                                                                                  655.8
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  382.8Distribution
      (8 - 75 years)
                                                                                                  
                                                                                                  
                                                                                                  2,588.1
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  1,542.5General
      (5 - 50 years)
                                                                                                  
                                                                                                  
                                                                                                  525.7
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  328.1Total
      (a)
                                                                                                  
                                                                                                  $
                                                                                                  7,940.8
                                                                                                  
                                                                                                  
                                                                                                  $
                                                                                                  5,450.6(a)
      Includes $78.4
      million and $40.4 million at December 31, 2008and 2007, respectively, of land and other assets that are
    notdepreciated.


KCP&LDecember
      31
                                                                                                
                                                                                                2008
                                                                                                
                                                                                                
                                                                                                2007Utility
      Plant, at original cost
                                                                                                
                                                                                                (millions)Production
      (23 - 60 years)
                                                                                                
                                                                                                $
                                                                                                3,249.8
                                                                                                
                                                                                                
                                                                                                $
                                                                                                3,197.2Transmission
      (27 - 76 years)
                                                                                                
                                                                                                
                                                                                                404.7
                                                                                                
                                                                                                
                                                                                                
                                                                                                382.8Distribution
      (8 - 75 years)
                                                                                                
                                                                                                
                                                                                                1,638.6
                                                                                                
                                                                                                
                                                                                                
                                                                                                1,542.5General
      (5 - 50 years)
                                                                                                
                                                                                                
                                                                                                378.3
                                                                                                
                                                                                                
                                                                                                
                                                                                                328.1Total
      (a)
                                                                                                
                                                                                                $
                                                                                                5,671.4
                                                                                                
                                                                                                
                                                                                                $
                                                                                                5,450.6(a)
      Includes $56.0 million and $40.4 million at December 31,
    2008and
      2007, respectively, of land and other assets that are
  notdepreciated.


Depreciation
and Amortization


Depreciation
and amortization of KCP&L’s and GMO’s utility plant other than nuclear fuel
is computed using the straight-line method over the estimated lives of
depreciable property based on rates approved by state regulatory
authorities.  Annual depreciation rates average approximately 3.0% for
each of KCP&L and GMO.  Nuclear fuel is amortized to fuel expense
based on the quantity of heat produced during the generation of
electricity.




Depreciation
of nonutility property is computed using the straight-line
method.  Great Plains Energy nonutility property annual depreciation
rates for 2008, 2007 and 2006 were 7.9%, 12.0% and 11.7%,
respectively.  KCP&L’s nonutility property annual depreciation
rates for 2008, 2007 and 2006 were 6.7%, 11.6% and 11.5%,
respectively.




Great
Plains Energy’s depreciation expense was $175.1 million, $140.9 million and
$130.7 million for 2008, 2007 and 2006, respectively.  KCP&L’s
depreciation expense was $145.4 million, $140.9 million and $130.7 million for
2008, 2007 and 2006, respectively.  Great Plains Energy’s and
KCP&L’s depreciation and amortization expense includes $47.4 million, $25.7
million and $13.8 million for 2008, 2007 and 2006, respectively, of additional
amortizations to help maintain cash flow levels pursuant to the Public Service
Commission of the State of Missouri (MPSC) and The State Corporation Commission
of the State of Kansas (KCC) orders.




Nuclear
Plant Decommissioning Costs


Nuclear
plant decommissioning cost estimates are based on the immediate dismantlement
method and include the costs of decontamination, dismantlement and site
restoration.  Based on these cost estimates, KCP&L contributes to
a tax-qualified trust fund to be used to decommission Wolf Creek Generating
Station (Wolf Creek).  Related liabilities for decommissioning are
included on KCP&L’s balance sheet in Asset Retirement Obligations
(AROs).


72


As a
result of the authorized regulatory treatment and related regulatory accounting,
differences between the decommissioning trust fund asset and the related ARO are
recorded as a regulatory asset or liability.  See Note 9 for
discussion of AROs including those associated with nuclear plant decommissioning
costs.




Deferred
Refueling Outage Costs


KCP&L
uses the deferral method to account for operations and maintenance expenses
incurred in support of Wolf Creek’s scheduled refueling outages and amortizes
them evenly (monthly) over the unit’s operating cycle of 18 months until the
next scheduled outage.  Replacement power costs during an outage are
expensed as incurred.




Accounting
for Planned Major Maintenance


The FASB
issued FASB Staff Position (FSP) AUG AIR-1, “Accounting for Planned Major
Maintenance Activities” in September 2006.  FSP AUG AIR-1 precludes
the use of the previously acceptable accrue-in-advance method, which GMO
currently follows as allowed by the MPSC.  GMO believes that it is
probable that the cost of planned major maintenance will be recovered through
customer rates charged by the rate-regulated utility operations in advance of
such maintenance being performed.  Therefore, a regulatory liability
was recorded.





Regulatory
Matters


Great
Plains Energy and KCP&L are subject to the provisions of SFAS No. 71,
“Accounting for the Effects of Certain Types of Regulation.”  Pursuant
to SFAS No. 71, KCP&L and GMO defer items on the balance sheet resulting
from the effects of the ratemaking process, which would not be recorded if
KCP&L and GMO were not regulated.  See Note 7 for additional
information concerning regulatory matters.




Revenue
Recognition


Great
Plains Energy and KCP&L recognize revenues on sales of electricity when the
service is provided.  Revenues recorded include electric services
provided but not yet billed by KCP&L and GMO.  Unbilled revenues
are recorded for kWh usage in the period following the customers’ billing cycle
to the end of the month.  KCP&L’s and GMO’s estimate is based on
net system kWh usage less actual billed kWhs.  KCP&L’s and GMO’s
estimated unbilled kWhs are allocated and priced by regulatory jurisdiction
across the rate classes based on actual billing rates.




KCP&L
and GMO collect from customers gross receipts taxes levied by state and local
governments.  These taxes from KCP&L’s Missouri customers are
recorded gross in operating revenues and general taxes on Great Plains Energy’s
and KCP&L’s statements of income.  KCP&L’s gross receipts
taxes collected from Missouri customers were $45.9 million, $44.7 million and
$34.1 million in 2008, 2007 and 2006, respectively.  These taxes from
KCP&L’s Kansas customers and GMO’s customers are recorded net in operating
revenues on Great Plains Energy’s statement of income.




Great
Plains Energy and KCP&L record sale and purchase activity on a net basis in
wholesale revenue or purchased power when transacting with Regional Transmission
Organization (RTO)/Independent System Operator (ISO) markets.




Great
Plains Energy and KCP&L collect sales taxes from customers and remit to
state and local governments.  These taxes are presented on a net basis
on Great Plains Energy’s and KCP&L’s statements of income.




Allowance
for Doubtful Accounts


This
reserve represents estimated uncollectible accounts receivable and is based on
management’s judgment considering historical loss experience and the
characteristics of existing accounts.  Provisions for losses on
receivables are charged to income to maintain the allowance at a level
considered adequate to cover losses.  Receivables are charged off
against the reserve when they are deemed uncollectible.


73


Property
Gains and Losses


Net gains
and losses from the sales of assets, businesses and asset impairments are
recorded in operating expenses.




Asset
Impairments


Long-lived
assets and finite lived intangible assets subject to amortization are
periodically reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable as
prescribed under SFAS No. 144, “Accounting for the Impairment or Disposal of
Long-lived Assets.”  SFAS No. 144 requires that if the sum of the
undiscounted expected future cash flows from an asset to be held and used is
less than the carrying value of the asset, an asset impairment must be
recognized in the financial statements.  The amount of impairment
recognized is the excess of the carrying value of the asset over its fair
value.




Goodwill
and indefinite lived intangible assets are tested for impairment at least
annually and more frequently when indicators of impairment exist as prescribed
under SFAS No. 142, “Goodwill and Other Intangible Assets.”  The
annual test must be performed at the same time each year.  SFAS No.
142 requires that if the fair value of a reporting unit is less than its
carrying value including goodwill, an impairment charge for goodwill must be
recognized in the financial statements.  To measure the amount of the
impairment loss to recognize, the implied fair value of the reporting unit
goodwill is compared with its carrying value.




Income
Taxes


In
accordance with SFAS No. 109, “Accounting for Income Taxes,” Great Plains Energy
has recognized deferred taxes for temporary book to tax differences using the
liability method.  The liability method requires that deferred tax
balances be adjusted to reflect enacted tax rates that are anticipated to be in
effect when the temporary differences reverse.  Deferred tax assets
are reduced by a valuation allowance when, in the opinion of management, it is
more likely than not that some portion of the deferred tax assets will not be
realized.




In
accordance with FIN No. 48, “Accounting for Uncertainty in Income Taxes,” an
interpretation of SFAS No. 109, “Accounting for Income Taxes,” Great Plains
Energy and KCP&L recognize tax benefits based on a “more-likely-than-not”
recognition threshold.  In addition, Great Plains Energy and KCP&L
recognize interest accrued related to unrecognized tax benefits in interest
expense and penalties in non-operating expenses.




Great
Plains Energy and its subsidiaries file consolidated federal and combined and
separate state income tax returns.  Income taxes for consolidated or
combined subsidiaries are allocated to the subsidiaries based on separate
company computations of income or loss.  KCP&L’s income tax
provision includes taxes allocated based on its separate company income or
loss.




Great
Plains Energy and KCP&L have established a net regulatory asset for the
additional future revenues to be collected from customers for deferred income
taxes.  Tax credits are recognized in the year generated except for
certain KCP&L and GMO investment tax credits that have been deferred and
amortized over the remaining service lives of the related
properties.




Environmental
Matters


Environmental
costs are accrued when it is probable a liability has been incurred and the
amount of the liability can be reasonably estimated.




Basic
and Diluted Earnings per Common Share Calculation


To
determine basic EPS, preferred stock dividend requirements are deducted from
income from continuing operations and net income before dividing by the average
number of common shares outstanding.  The earnings (loss) per share
impact of discontinued operations is determined by dividing income (loss) from
discontinued operations, net of income taxes, 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 stock options,
performance shares, restricted stock, a forward sale agreement and FELINE
PRIDESSM.




74


The
following table reconciles Great Plains Energy’s basic and diluted EPS from
continuing operations.




2008
                                                                                                                        
                                                                                                                        
                                                                                                                        2007
                                                                                                                        
                                                                                                                        
                                                                                                                        2006Income
                                                                                                                        (millions,
      except per share amounts)Income
      from continuing operations
                                                                                                                        
                                                                                                                        $
                                                                                                                        119.5
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        120.9
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        136.7Less:
      preferred stock dividend requirements
                                                                                                                        
                                                                                                                        
                                                                                                                        1.6
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        1.6
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        1.6Income
      available for common stockholders
                                                                                                                        
                                                                                                                        $
                                                                                                                        117.9
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        119.3
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        135.1Common
      Shares OutstandingAverage
      number of common shares outstanding
                                                                                                                        
                                                                                                                        
                                                                                                                        101.1
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        84.9
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        78.0Add:
      effect of dilutive securities
                                                                                                                        
                                                                                                                        
                                                                                                                        0.1
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        0.3
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        0.2Diluted
      average number of common shares outstanding
                                                                                                                        
                                                                                                                        
                                                                                                                        101.2
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        85.2
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        78.2Basic
      EPS from continuing operations
                                                                                                                        
                                                                                                                        $
                                                                                                                        1.16
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        1.41
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        1.74Diluted
      EPS from continuing operations
                                                                                                                        
                                                                                                                        $
                                                                                                                        1.16
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        1.40
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        1.73


The
computation of diluted EPS excludes anti-dilutive shares for 2008 of 364,217
performance shares, 530,398 restricted stock shares and 455,469 stock
options.





The
computation of diluted EPS excludes anti-dilutive shares for 2007 of 128,716
performance shares and 381,451 restricted stock shares.  In 2007,
there were no anti-dilutive shares applicable to FELINE PRIDES, stock options or
a forward sale agreement.  FELINE PRIDES settled in the first quarter
of 2007 and the forward sale agreement settled in the second quarter of
2007.





The
computation of diluted EPS excludes anti-dilutive shares for 2006 of 96,601
performance shares and 116,469 restricted stock shares.  Additionally,
for 2006, 6.5 million of anti-dilutive FELINE PRIDES were excluded from the
computation of diluted EPS and there were no anti-dilutive shares applicable to
stock options or a forward sale agreement.




Dividends
Declared


In
February 2009, the Board of Directors declared a quarterly dividend of $0.2075
per share on Great Plains Energy’s common stock.  The common dividend
is payable March 20, 2009, to shareholders of record as of February 27,
2009.  The Board of Directors also declared regular dividends on Great
Plains Energy’s preferred stock, payable June 1, 2009, to shareholders of record
as of May 8, 2009.




2.
            GMO
      ACQUISITION




On July
14, 2008, Great Plains Energy closed its acquisition of GMO.  On
October 17, 2008, GMO changed its name from Aquila, Inc. to KCP&L Greater
Missouri Operations Company (GMO).  Prior GMO shareholders received
$1.80 in cash plus 0.0856 of a share of Great Plains Energy common stock for
each share of GMO common stock.  The total purchase price of the
acquisition was approximately $1.7 billion.  Based on the market price
of Great Plains Energy common stock during the period including the two trading
days before through the two trading days after February 7, 2007, the date that
Great Plains Energy and Aquila announced the acquisition, the fair value of the
32.2 million shares of Great Plains Energy common stock issued was approximately
$1.0 billion.  Great Plains Energy paid approximately $0.7 billion of
cash consideration.  Immediately prior to Great Plains Energy’s
acquisition of GMO, Black Hills Corporation (Black Hills) acquired Aquila’s
electric utility assets in Colorado and its gas utility assets in Colorado,
Kansas, Nebraska and Iowa.  Following the closing of the acquisition,
Great Plains Energy wholly owns GMO, including its Missouri-based utility
operations consisting of the Missouri Public Service and St. Joseph Light &
Power divisions.  GMO is included in Great Plains Energy’s
consolidated financial statements beginning as of July 14, 2008.


The
transaction received the final required regulatory approval order from the MPSC
on July 1, 2008.  Certain parties have filed appeals and a motion to
stay the order with the Cole County, Missouri, circuit court.  The
order remains in effect unless reversed by the courts.




75


The MPSC
order provided for the deferral of transition costs to be amortized over a
five-year period beginning with the first post-transaction rate cases to the
extent that synergy savings exceed amortization.  The KCC order
approved the deferral of up to $10.0 million of transition cost to be amortized
over a five-year period beginning with rates expected to be effective in
2010.  At December 31, 2008, Great Plains Energy had $43.1 million of
regulatory assets related to transition costs, which included $25.5 million at
KCP&L and $17.6 million at GMO.




The
acquisition was accounted for under the purchase method of
accounting.  As a result, the assets and liabilities of GMO were
recorded at their estimated fair values as of July 14, 2008.  The fair
values are preliminary and are subject to adjustment as additional information
is obtained, but will be finalized within one year from the acquisition
date.  The following table shows the preliminary allocation of the
purchase price to the assets acquired and liabilities assumed at the date of the
acquisition.


July
      142008Purchase
      Price Allocation
                                                                                                                                                                                    
                                                                                                                                                                                    (millions)Cash
                                                                                                                                                                                    
                                                                                                                                                                                    $
                                                                                                                                                                                    677.7Common
      stock (32.2 million shares)
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    1,026.1
                                                                                                                                                                                    (a)Stock
      options (0.5 million options)
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    2.7
                                                                                                                                                                                    (b)Transaction
      costs
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    35.5Total
      purchase price
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    1,742.0Cash
      and cash equivalents
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    949.6Receivables
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    154.1Deferred
      income taxes
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    501.9Other
      current assets
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    131.4Utility
      plant, net
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    1,627.9Nonutility
      property and investments
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    131.4Regulatory
      assets
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    176.8Other
      long-term assets
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    77.4Total
      assets acquired
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    3,750.5Current
      liabilities
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    321.5Regulatory
      liabilities
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    115.9Deferred
      income taxes
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    246.4Long-term
      debt
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    1,334.2Other
      long-term liabilities
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    146.5Net
      assets acquired
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    1,586.0Preliminary
      goodwill
                                                                                                                                                                                    
                                                                                                                                                                                    $
                                                                                                                                                                                    156.0(a)
      The
      fair value is based on the average closing price of Great Plains Energy
      common stockof
      $31.88, the average during the period beginning two trading days before
      and ending twotrading
      days after February 7, 2007, the announcement of the acquisition, net of
      issuing costs.(b)
      The
      fair value is calculated by multiplying the stock options outstanding at
      July 14,2008,
      by the option exchange ratio of 0.1569, calculated as defined in the
      merger
agreement.


Great
Plains Energy recorded $156.0 million of preliminary goodwill, all of which is
included in the electric utility segment.  None of the goodwill is tax
deductible.  The factors that contributed to a purchase price that
resulted in goodwill were strategic considerations and significant cost savings
and synergies including: expanded regulated electric utility business; adjacent
regulated electric utility territories; increased GMO financial strength and
flexibility; improved reliability and customer service and disposition of
non-strategic gas operations.  Changes to the initial allocation of
the purchase price consisted of additional fair value adjustments to certain
real estate properties, primarily offset by net operating loss valuation
allowance adjustments.




76


In
connection with the acquisition of GMO, Great Plains Energy recognized an
intangible liability of approximately $25.9 million associated with the
remaining natural gas contracts of MPS Merchant, GMO’s non-regulated former
wholesale energy trading operations, that do not qualify as derivatives under
SFAS No. 133.  Great Plains Energy recognized $0.6 million of
amortization in 2008.  The net carrying amount of this intangible
liability was approximately $25.3 million at December 31, 2008, and is reported
as a component of other liabilities on Great Plains Energy’s consolidated
balance sheet.  The balance will be amortized into expense through
March 31, 2017, based on volumes of the underlying
contracts.  Amortization is estimated at $4.4 million, $4.4 million,
$5.4 million, $2.8 million and $2.0 million for 2009, 2010, 2011, 2012 and 2013,
respectively.




The
following table provides unaudited pro forma results of operations for Great
Plains Energy for December 31, 2008, as if the acquisition had occurred January
1, 2008.  The table also provides unaudited pro forma results of
operations for Great Plains Energy for December 31, 2007, as if the acquisition
had occurred January 1, 2007.  Pro forma results are not necessarily
indicative of the actual results that would have resulted had the acquisition
actually occurred on January 1, 2008 or January 1, 2007.


December
      312008
                                                                
                                                                
                                                                2007(millions,
      except per share amounts)Operating
      revenues
                                                                
                                                                $
                                                                2,013.6
                                                                
                                                                
                                                                $
                                                                1,944.3Income
      from continuing operations
                                                                
                                                                $
                                                                121.1
                                                                
                                                                
                                                                $
                                                                119.2Net
      income
                                                                
                                                                $
                                                                156.1
                                                                
                                                                
                                                                $
                                                                157.5Earnings
      available for common shareholders
                                                                
                                                                $
                                                                154.5
                                                                
                                                                
                                                                $
                                                                155.9Basic
      and diluted earnings per common share fromcontinuing
      operations
                                                                
                                                                $
                                                                1.18
                                                                
                                                                
                                                                $
                                                                1.00Basic
      and diluted earnings per common share
                                                                
                                                                $
                                                                1.53
                                                                
                                                                
                                                                $
                                                                1.33








77


3.
            SUPPLEMENTAL
      CASH FLOW INFORMATION




Great
      Plains Energy Other Operating Activities2008
                                                                                                  
                                                                                                  
                                                                                                  2007
                                                                                                  
                                                                                                  
                                                                                                  2006Cash
      flows affected by changes in:
                                                                                                  
                                                                                                  (millions)Receivables
                                                                                                  
                                                                                                  $
                                                                                                  61.9
                                                                                                  
                                                                                                  
                                                                                                  $
                                                                                                  (80.0
                                                                                                  )
                                                                                                  
                                                                                                  $
                                                                                                  (80.8
                                                                                                  )Fuel
      inventories
                                                                                                  
                                                                                                  
                                                                                                  (16.7
                                                                                                  )
                                                                                                  
                                                                                                  
                                                                                                  (9.3
                                                                                                  )
                                                                                                  
                                                                                                  
                                                                                                  (10.7
                                                                                                  )Materials
      and supplies
                                                                                                  
                                                                                                  
                                                                                                  (3.7
                                                                                                  )
                                                                                                  
                                                                                                  
                                                                                                  (4.2
                                                                                                  )
                                                                                                  
                                                                                                  
                                                                                                  (2.8
                                                                                                  )Accounts
      payable
                                                                                                  
                                                                                                  
                                                                                                  56.2
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  43.3
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  68.1Accrued
      taxes
                                                                                                  
                                                                                                  
                                                                                                  73.2
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  17.3
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  (22.5
                                                                                                  )Accrued
      interest
                                                                                                  
                                                                                                  
                                                                                                  17.8
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  (0.7
                                                                                                  )
                                                                                                  
                                                                                                  
                                                                                                  0.7Deferred
      refueling outage costs
                                                                                                  
                                                                                                  
                                                                                                  (5.9
                                                                                                  )
                                                                                                  
                                                                                                  
                                                                                                  7.4
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  (5.9
                                                                                                  )Accrued
      plant maintenance costs
                                                                                                  
                                                                                                  
                                                                                                  2.1
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  -
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  -Pension
      and post-retirement benefit obligations
                                                                                                  
                                                                                                  
                                                                                                  3.1
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  17.6
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  3.6Allowance
      for equity funds used during construction
                                                                                                  
                                                                                                  
                                                                                                  (24.2
                                                                                                  )
                                                                                                  
                                                                                                  
                                                                                                  (2.5
                                                                                                  )
                                                                                                  
                                                                                                  
                                                                                                  (5.0
                                                                                                  )Deferred
      acquisition costs
                                                                                                  
                                                                                                  
                                                                                                  (15.8
                                                                                                  )
                                                                                                  
                                                                                                  
                                                                                                  (18.3
                                                                                                  )
                                                                                                  
                                                                                                  
                                                                                                  (2.8
                                                                                                  )Proceeds
      from the sale of SO2
      emission allowances
                                                                                                  
                                                                                                  
                                                                                                  0.4
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  24.0
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  0.8T-Lock
      settlement
                                                                                                  
                                                                                                  
                                                                                                  (41.2
                                                                                                  )
                                                                                                  
                                                                                                  
                                                                                                  (4.5
                                                                                                  )
                                                                                                  
                                                                                                  
                                                                                                  -Fuel
      adjustment clauses
                                                                                                  
                                                                                                  
                                                                                                  (18.0
                                                                                                  )
                                                                                                  
                                                                                                  
                                                                                                  -
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  -Proceeds
      from forward starting swaps
                                                                                                  
                                                                                                  
                                                                                                  -
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  3.3
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  -Other
                                                                                                  
                                                                                                  
                                                                                                  (36.6
                                                                                                  )
                                                                                                  
                                                                                                  
                                                                                                  (17.8
                                                                                                  )
                                                                                                  
                                                                                                  
                                                                                                  7.9Total
      other operating activities
                                                                                                  
                                                                                                  $
                                                                                                  52.6
                                                                                                  
                                                                                                  
                                                                                                  $
                                                                                                  (24.4
                                                                                                  )
                                                                                                  
                                                                                                  $
                                                                                                  (49.4
                                                                                                  )Cash
      paid during the period:Interest
                                                                                                  
                                                                                                  $
                                                                                                  95.0
                                                                                                  
                                                                                                  
                                                                                                  $
                                                                                                  91.8
                                                                                                  
                                                                                                  
                                                                                                  $
                                                                                                  67.7Income
      taxes
                                                                                                  
                                                                                                  $
                                                                                                  27.1
                                                                                                  
                                                                                                  
                                                                                                  $
                                                                                                  33.6
                                                                                                  
                                                                                                  
                                                                                                  $
                                                                                                  77.7Non-cash
      investing activities:Liabilities
      assumed for capital expenditures
                                                                                                  
                                                                                                  $
                                                                                                  104.7
                                                                                                  
                                                                                                  
                                                                                                  $
                                                                                                  72.5
                                                                                                  
                                                                                                  
                                                                                                  $
                                                                                                  38.7




KCP&L
      Other Operating Activities2008
                                                                                          
                                                                                          
                                                                                          2007
                                                                                          
                                                                                          
                                                                                          2006Cash
      flows affected by changes in:
                                                                                          
                                                                                          (millions)Receivables
                                                                                          
                                                                                          $
                                                                                          50.9
                                                                                          
                                                                                          
                                                                                          $
                                                                                          (60.0
                                                                                          )
                                                                                          
                                                                                          $
                                                                                          (44.7
                                                                                          )Fuel
      inventories
                                                                                          
                                                                                          
                                                                                          (16.0
                                                                                          )
                                                                                          
                                                                                          
                                                                                          (9.3
                                                                                          )
                                                                                          
                                                                                          
                                                                                          (10.7
                                                                                          )Materials
      and supplies
                                                                                          
                                                                                          
                                                                                          (4.3
                                                                                          )
                                                                                          
                                                                                          
                                                                                          (4.2
                                                                                          )
                                                                                          
                                                                                          
                                                                                          (2.8
                                                                                          )Accounts
      payable
                                                                                          
                                                                                          
                                                                                          57.3
                                                                                          
                                                                                          
                                                                                          
                                                                                          20.6
                                                                                          
                                                                                          
                                                                                          
                                                                                          52.4Accrued
      taxes
                                                                                          
                                                                                          
                                                                                          81.3
                                                                                          
                                                                                          
                                                                                          
                                                                                          5.9
                                                                                          
                                                                                          
                                                                                          
                                                                                          (16.5
                                                                                          )Accrued
      interest
                                                                                          
                                                                                          
                                                                                          8.5
                                                                                          
                                                                                          
                                                                                          
                                                                                          (2.9
                                                                                          )
                                                                                          
                                                                                          
                                                                                          0.9Deferred
      refueling outage costs
                                                                                          
                                                                                          
                                                                                          (5.9
                                                                                          )
                                                                                          
                                                                                          
                                                                                          7.4
                                                                                          
                                                                                          
                                                                                          
                                                                                          (5.9
                                                                                          )Pension
      and post-retirement benefit obligations
                                                                                          
                                                                                          
                                                                                          (5.1
                                                                                          )
                                                                                          
                                                                                          
                                                                                          15.4
                                                                                          
                                                                                          
                                                                                          
                                                                                          0.7Allowance
      for equity funds used during construction
                                                                                          
                                                                                          
                                                                                          (22.5
                                                                                          )
                                                                                          
                                                                                          
                                                                                          (2.5
                                                                                          )
                                                                                          
                                                                                          
                                                                                          (5.0
                                                                                          )Proceeds
      from the sale of SO2
      emission allowances
                                                                                          
                                                                                          
                                                                                          0.4
                                                                                          
                                                                                          
                                                                                          
                                                                                          24.0
                                                                                          
                                                                                          
                                                                                          
                                                                                          0.8T-Lock
      settlement
                                                                                          
                                                                                          
                                                                                          (41.2
                                                                                          )
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -Kansas
      Energy Cost Adjustment
                                                                                          
                                                                                          
                                                                                          (1.6
                                                                                          )
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -Proceeds
      from forward starting swaps
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          3.3
                                                                                          
                                                                                          
                                                                                          
                                                                                          -Other
                                                                                          
                                                                                          
                                                                                          (29.0
                                                                                          )
                                                                                          
                                                                                          
                                                                                          (16.2
                                                                                          )
                                                                                          
                                                                                          
                                                                                          (9.2
                                                                                          )Total
      other operating activities
                                                                                          
                                                                                          $
                                                                                          72.8
                                                                                          
                                                                                          
                                                                                          $
                                                                                          (18.5
                                                                                          )
                                                                                          
                                                                                          $
                                                                                          (40.0
                                                                                          )Cash
      paid during the period:Interest
                                                                                          
                                                                                          $
                                                                                          63.0
                                                                                          
                                                                                          
                                                                                          $
                                                                                          68.3
                                                                                          
                                                                                          
                                                                                          $
                                                                                          57.9Income
      taxes
                                                                                          
                                                                                          $
                                                                                          23.5
                                                                                          
                                                                                          
                                                                                          $
                                                                                          39.8
                                                                                          
                                                                                          
                                                                                          $
                                                                                          70.9Non-cash
      investing activities:Liabilities
      assumed for capital expenditures
                                                                                          
                                                                                          $
                                                                                          90.8
                                                                                          
                                                                                          
                                                                                          $
                                                                                          72.4
                                                                                          
                                                                                          
                                                                                          $
                                                                                          38.2




78


Significant
Non-Cash Items


On July
14, 2008, Great Plains Energy closed its acquisition of GMO.  The
total purchase price of the acquisition was approximately $1.7
billion.  The fair value of the 32.2 million shares of Great Plains
Energy common stock issued was approximately $1.0 billion.  Great
Plains Energy paid approximately $0.7 billion of cash
consideration.  See Note 2 for additional information.




In May
2008, KCP&L’s Series 2008 EIRR bonds totaling $23.4 million maturing in 2038
were issued.  The proceeds were deposited with a
trustee.  At December 31, 2008, KCP&L had received $13.4 million
in cash proceeds and had a $10.0 million short-term receivable for the proceeds
that were deposited with the trustee.




In 2008,
KCP&L recorded a $12.6 million net increase in AROs, consisting of a $14.2
million increase as a result of changes in cost estimates and timing used to
compute the present value of asbestos AROs for KCP&L’s generating stations,
with a corresponding increase in net utility plant and a decrease of $1.6
million resulting from an update to the cost estimates to decommission Wolf
Creek, with a corresponding increase in regulatory liabilities.  This
activity had no impact on Great Plains Energy’s or KCP&L’s 2008 cash
flows.  See Note 9 for additional information.




In
February 2007, Great Plains Energy issued 5.2 million shares of common stock in
satisfaction of the FELINE PRIDES stock purchase contracts and the redemption of
the $163.6 million FELINE PRIDES Senior Notes.




4.
            RECEIVABLES




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


December
      312008
                                          
                                          2007KCP&L
                                          
                                          (millions)Customer
      accounts receivable - billed
                                          
                                          $
                                          15.5
                                          
                                          
                                          
                                          $
                                          7.6Customer
      accounts receivable - unbilled
                                          
                                          
                                          41.7
                                          
                                          
                                          
                                          
                                          37.7Allowance
      for doubtful accounts
                                          
                                          
                                          (1.2
                                          )
                                          
                                          
                                          
                                          (1.2
                                          )Intercompany
      receivables
                                          
                                          
                                          28.5
                                          
                                          
                                          
                                          
                                          10.5Other
      receivables
                                          
                                          
                                          77.1
                                          
                                          
                                          
                                          
                                          121.8Total
                                          
                                          $
                                          161.6
                                          
                                          
                                          
                                          $
                                          176.4Great
      Plains EnergyCustomer
      accounts receivable - billed
                                          
                                          $
                                          61.3
                                          
                                          
                                          
                                          $
                                          7.6Customer
      accounts receivable - unbilled
                                          
                                          
                                          69.9
                                          
                                          
                                          
                                          
                                          37.7Allowance
      for doubtful accounts
                                          
                                          
                                          (3.5
                                          )
                                          
                                          
                                          
                                          (1.2
                                          )Other
      receivables
                                          
                                          
                                          143.1
                                          
                                          
                                          
                                          
                                          132.4Elimination
      of KCP&L intercompany receivables
                                          
                                          
                                          (28.5
                                          )
                                          
                                          
                                          
                                          (10.5
                                          )Total
                                          
                                          $
                                          242.3
                                          
                                          
                                          
                                          $
                                          166.0


Great
Plains Energy’s and KCP&L’s other receivables at December 31, 2008 and 2007,
consisted primarily of receivables from partners in jointly owned electric
utility plants and wholesale sales receivables.





79


Sale
of Accounts Receivable – KCP&L


KCP&L
sells all of its retail electric accounts receivable to its wholly owned
subsidiary, Receivables Company, which in turn sells an undivided percentage
ownership interest in the accounts receivable to Victory Receivables
Corporation, an independent outside investor.  In accordance with SFAS
No. 140, “Accounting for Transfers and Servicing of Financial Assets and
Extinguishment of Liabilities,” the sales under these agreements qualify as a
sale under which the creditors of Receivables Company are entitled to be
satisfied out of the assets of Receivables Company prior to any value being
returned to KCP&L or its creditors.  Accounts receivable sold by
Receivables Company to the outside investor under this revolving agreement
totaled $70.0 million at December 31, 2008 and 2007.  KCP&L sells
its receivables at a fixed price based upon the expected cost of funds and
charge-offs.  These costs comprise KCP&L’s loss on the sale of
accounts receivable.  KCP&L services the receivables and receives
an annual servicing fee of 1.3% to 2.5% of the outstanding principal amount of
the receivables sold to Receivables Company.  KCP&L does not
recognize a servicing asset or liability because management determined the
collection agent fee earned by KCP&L approximates market
value.  The agreement expires July 2009, and KCP&L intends to
renew the agreement.




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


Receivables
                                                                
                                                                
                                                                Consolidated2008
                                                                
                                                                KCP&L
                                                                
                                                                
                                                                Company
                                                                
                                                                
                                                                KCP&L(millions)Receivables
      (sold) purchased
                                                                
                                                                $
                                                                (1,147.3
                                                                )
                                                                
                                                                $
                                                                1,147.3
                                                                
                                                                
                                                                $
                                                                -Gain
      (loss) on sale of accounts receivable (a)
                                                                
                                                                
                                                                (14.5
                                                                )
                                                                
                                                                
                                                                14.4
                                                                
                                                                
                                                                
                                                                (0.1
                                                                )Servicing
      fees
                                                                
                                                                
                                                                1.7
                                                                
                                                                
                                                                
                                                                (1.7
                                                                )
                                                                
                                                                
                                                                -Fees
      to outside investor
                                                                
                                                                
                                                                -
                                                                
                                                                
                                                                
                                                                (2.6
                                                                )
                                                                
                                                                
                                                                (2.6
                                                                )Cash
      flows during the periodCash
      from customers transferred to Receivables Company
                                                                
                                                                
                                                                (1,142.1
                                                                )
                                                                
                                                                
                                                                1,142.1
                                                                
                                                                
                                                                
                                                                -Cash
      paid to KCP&L for receivables purchased
                                                                
                                                                
                                                                1,127.8
                                                                
                                                                
                                                                
                                                                (1,127.8
                                                                )
                                                                
                                                                
                                                                -Servicing
      fees
                                                                
                                                                
                                                                1.7
                                                                
                                                                
                                                                
                                                                (1.7
                                                                )
                                                                
                                                                
                                                                -Interest
      on intercompany note
                                                                
                                                                
                                                                1.9
                                                                
                                                                
                                                                
                                                                (1.9
                                                                )
                                                                
                                                                
                                                                -


Receivables
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  Consolidated2007
                                                                                                                                  
                                                                                                                                  KCP&L
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  Company
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  KCP&L(millions)Receivables
      (sold) purchased
                                                                                                                                  
                                                                                                                                  $
                                                                                                                                  (1,082.6
                                                                                                                                  )
                                                                                                                                  
                                                                                                                                  $
                                                                                                                                  1,082.6
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  $
                                                                                                                                  -Gain
      (loss) on sale of accounts receivable (a)
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  (13.3
                                                                                                                                  )
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  13.0
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  (0.3
                                                                                                                                  )Servicing
      fees
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  3.1
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  (3.1
                                                                                                                                  )
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  -Fees
      to outside investor
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  -
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  (4.1
                                                                                                                                  )
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  (4.1
                                                                                                                                  )Cash
      flows during the periodCash
      from customers transferred to Receivables Company
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  (1,078.8
                                                                                                                                  )
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  1,078.8
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  -Cash
      paid to KCP&L for receivables purchased
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  1,065.9
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  (1,065.9
                                                                                                                                  )
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  -Servicing
      fees
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  3.1
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  (3.1
                                                                                                                                  )
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  -Interest
      on intercompany note
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  3.1
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  (3.1
                                                                                                                                  )
                                                                                                                                  
                                                                                                                                  
                                                                                                                                  -(a)
      Any
      net gain (loss) is the result of the timing difference inherent in
      collecting receivables andover
      the life of the agreement will net to
zero.




80


5.
            ASSETS
      HELD FOR SALE




On July
14, 2008, Great Plains Energy closed its acquisition of GMO.  GMO has
several real estate properties that will not be used.  As a result,
these real estate properties are available for immediate sale in their present
condition and management is actively marketing these properties.  The
carrying amounts for these assets are presented at fair value less estimated
selling cost and are included in assets held for sale on Great Plains Energy’s
balance sheet.  Of the $16.3 million of assets held for sale at
December 31, 2008, $11.9 million is included in the electric utility segment and
the remaining $4.4 million is included in the other category.





6.
            NUCLEAR
      PLANT




KCP&L
owns 47% of Wolf Creek, its only nuclear generating unit.  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.  On
June 3, 2008, the DOE filed with the NRC an application for authority to
construct a national repository for the disposal of spent nuclear fuel and
high-level radioactive waste at Yucca Mountain, Nevada.  On September 8,
2008, the NRC found the application sufficiently complete to undergo a technical
licensing review and therefore docketed the application.  The DOE has
indicated that, assuming the NRC approves the application in the next three to
four years, the DOE could be ready to begin accepting spent nuclear fuel by
2020, but only if Congress provides adequate funding for the project. 
Management cannot predict when this site may be available for Wolf
Creek.  Under current DOE policy, once a permanent site is available,
the DOE will accept spent nuclear fuel first from the owners with the older
spent fuel.  Wolf Creek has completed 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.  If the DOE meets its revised timetable for accepting spent fuel
for disposal by 2020, management expects that the DOE could begin accepting some
of Wolf Creek’s spent fuel by 2028.  Management can make no assurance
that the DOE will meet its revised timetable and will continue to monitor this
activity.  See Note 17 for a related legal proceeding.




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.  Wolf Creek previously
disposed of the remainder of its low-level radioactive waste (Class B and Class
C waste, which is higher in radioactivity but much lower in volume) at a
disposal site in Barnwell, South Carolina.  However, effective July 1,
2008, the state of South Carolina no longer accepts low-level radioactive waste
at Barnwell, except for waste from generators located in South Carolina,
Connecticut, and New Jersey.  Wolf Creek has storage capacity on site
for about four years generation of Class B and Class C waste.  Management
expects that the site located in Utah will remain available to Wolf Creek for
disposal of its low-level radioactive waste.  Should disposal
capability become unavailable, management believes Wolf Creek will be able to
store its low-level radioactive waste in an on-site facility and that a
temporary loss of low-level radioactive waste disposal capability would not
affect Wolf Creek’s continued operation.




81


Nuclear
Plant Decommissioning Costs


The MPSC
and KCC require KCP&L and the other owners of Wolf Creek to submit an
updated decommissioning cost study every three years and to propose funding
levels.  The most recent study was submitted to the MPSC and KCC in
August 2008 and is the basis for the current cost of decommissioning estimates
in the following table.  KCP&L did not request an increase in
funding levels and estimated that the current annual contribution will be
adequate to cover the decommissioning costs of Wolf Creek.


Total
                                                                    
                                                                    KCP&L'sStation
                                                                    
                                                                    47%
      Share(millions)Current
      cost of decommissioning (in 2008 dollars)
                                                                    $       594
                                                                    
                                                                    $       279Future
      cost of decommissioning (in 2045-2053 dollars) (a)
                                                                    3,335
                                                                    
                                                                    1,568Annual
      escalation factor
                                                                    
                                                                    4.40%Annual
      return on trust assets(b)
                                                                    
                                                                    6.48%(a)
                                                                    Total
      future cost over an eight year decommissioning period.(b)
                                                                    The
      6.48% rate of return is through 2025.  The rate then
      systematically decreasesthrough
      2053 to 2.82% based on the assumption that the fund's investment
      mixwill
      become increasingly more conservative as the decommissioning
      periodapproaches.




KCP&L
currently contributes approximately $3.7 million annually to a tax-qualified
trust fund to be used to decommission Wolf Creek.  Amounts funded are
charged to other operating expense and recovered in customers’
rates.  The funding level assumes a projected level of return on trust
assets.  If the actual return on trust assets is below the anticipated
level, KCP&L could be responsible for the balance of funds required;
however, while there can be no assurances, management believes a rate increase
would be allowed, ensuring full recovery of decommissioning costs over the
remaining life of the unit.




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


December
      31
                                                                      
                                                                      2008
                                                                      
                                                                      
                                                                      2007Decommissioning
      Trust
                                                                      
                                                                      (millions)Beginning
      balance
                                                                      
                                                                      $
                                                                      110.5
                                                                      
                                                                      
                                                                      $
                                                                      104.1Contributions
                                                                      
                                                                      
                                                                      3.7
                                                                      
                                                                      
                                                                      
                                                                      3.7Earned
      income, net of fees
                                                                      
                                                                      
                                                                      3.3
                                                                      
                                                                      
                                                                      
                                                                      1.6Net
      realized gains/(losses)
                                                                      
                                                                      
                                                                      (8.2
                                                                      )
                                                                      
                                                                      
                                                                      3.3Net
      unrealized losses
                                                                      
                                                                      
                                                                      (12.4
                                                                      )
                                                                      
                                                                      
                                                                      (2.2
                                                                      )Ending
      balance
                                                                      
                                                                      $
                                                                      96.9
                                                                      
                                                                      
                                                                      $
                                                                      110.5




82


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


December
      312008
                                                                                                                        
                                                                                                                        2007Fair
                                                                                                                        
                                                                                                                        Unrealized
                                                                                                                        
                                                                                                                        Fair
                                                                                                                        
                                                                                                                        UnrealizedValue
                                                                                                                        
                                                                                                                        Gains/(Losses)
                                                                                                                        
                                                                                                                        Value
                                                                                                                        
                                                                                                                        Gains(millions)Equity
      securities
                                                                                                                        
                                                                                                                        $
                                                                                                                        34.6
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        (5.3)
                                                                                                                        
                                                                                                                        $
                                                                                                                        51.6
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        7.6Debt
      securities
                                                                                                                        
                                                                                                                        
                                                                                                                        59.9
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        1.0
                                                                                                                        
                                                                                                                        
                                                                                                                        55.9
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        0.5Other
                                                                                                                        
                                                                                                                        
                                                                                                                        2.4
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        3.0
                                                                                                                        
                                                                                                                        
                                                                                                                        
                                                                                                                        -Total
                                                                                                                        
                                                                                                                        $
                                                                                                                        96.9
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        (4.3)
                                                                                                                        
                                                                                                                        $
                                                                                                                        110.5
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        8.1


The
weighted average maturity of debt securities held by the trust at December 31,
2008 and 2007, was approximately 7.0 years.  The costs of securities
sold are determined on the basis of specific identification.  The
following table summarizes the gains and losses from the sale of securities by
the nuclear decommissioning trust fund.


2008
                                                                        
                                                                        
                                                                        2007
                                                                        
                                                                        
                                                                        2006(millions)Realized
      Gains
                                                                        
                                                                        $
                                                                        2.7
                                                                        
                                                                        
                                                                        $
                                                                        6.1
                                                                        
                                                                        
                                                                        $
                                                                        5.0Realized
      Losses
                                                                        
                                                                        
                                                                        (10.9
                                                                        )
                                                                        
                                                                        
                                                                        (2.8
                                                                        )
                                                                        
                                                                        
                                                                        (0.9
                                                                        )


Nuclear
Insurance


The
owners of Wolf Creek (Owners) maintain nuclear insurance for Wolf Creek in three
areas: nuclear liability, nuclear property and accidental
outage.  These policies contain certain industry standard exclusions,
including, but not limited to, ordinary wear and tear, and war.  The
nuclear property insurance programs subscribed to by members of the nuclear
power generating industry include industry aggregate limits for acts of
terrorism and related losses, including replacement power
costs.  There is no industry aggregate limit for liability claims,
regardless of the number of acts affecting Wolf Creek or any other nuclear
energy liability policy or the number of policies in place.  An
industry aggregate limit of $3.2 billion plus any reinsurance recoverable by
Nuclear Electric Insurance Limited (NEIL), the Owners’ insurance provider,
exists for property claims, including accidental
outage power costs for acts of terrorism affecting Wolf Creek or any other
nuclear energy facility property policy within twelve months from the date of
the first act.  These limits plus any recoverable reinsurance are the
maximum amount to be paid to members who sustain losses or damages from these
types of terrorist acts.  In addition, industry-wide retrospective
assessment programs (discussed below) can apply once these insurance programs
have been exhausted.




In the
event of a catastrophic loss at Wolf Creek, the insurance coverage may not be
adequate to cover property damage and extra expenses
incurred.  Uninsured losses, to the extent not recovered through
rates, would be assumed by KCP&L and the other owners and could have a
material adverse effect on KCP&L’s results of operations, financial position
and cash flows.




Nuclear
Liability Insurance


Pursuant
to the Price-Anderson Act, which was reauthorized through December 31, 2025, by
the Energy Policy Act of 2005, the Owners are required to insure against public
liability claims resulting from nuclear incidents to the full limit of public
liability, which is currently $12.5 billion.  This limit of liability
consists of the maximum available commercial insurance of $0.3 billion and the
remaining $12.2 billion is provided through an industry-wide retrospective
assessment program mandated by law, known as the Secondary Financial Protection
(SFP) program.  Under the SFP program, the Owners can be assessed up
to $117.5 million ($55.2 million, KCP&L’s 47% share) per incident at any
commercial reactor in the country, payable at no more than $17.5 million ($8.2


83


million,
KCP&L’s 47% share) per incident per year.  This assessment is
subject to an inflation adjustment based on the Consumer Price Index and
applicable premium taxes.  In addition, the U.S. Congress could impose
additional revenue-raising measures to pay claims.




Nuclear
Property Insurance


The
Owners carry decontamination liability, premature decommissioning liability and
property damage insurance for Wolf Creek totaling approximately $2.8 billion
($1.3 billion, KCP&L's 47% share).  NEIL provides this
insurance.




In the
event of an accident, insurance proceeds must first be used for reactor
stabilization and site decontamination in accordance with a plan mandated by the
NRC.  KCP&L’s share of any remaining proceeds can be used for
further decontamination, property damage restoration and premature
decommissioning costs.  Premature decommissioning coverage applies
only if an accident at Wolf Creek exceeds $500 million in property damage and
decontamination expenses, and only after trust funds have been
exhausted.




Accidental
Nuclear Outage Insurance


The
Owners also carry additional insurance from NEIL to cover costs of replacement
power and other extra expenses incurred in the event of a prolonged outage
resulting from accidental property damage at Wolf Creek.




Under all
NEIL policies, the Owners are subject to retrospective assessments if NEIL
losses, for each policy year, exceed the accumulated funds available to the
insurer under that policy.  The estimated maximum amount of
retrospective assessments under the current policies could total approximately
$23.3 million ($11.0 million, KCP&L’s 47% share) per policy
year.




84


7.
            REGULATORY
      MATTERS




Regulatory
Proceedings


On
September 5, 2008, KCP&L filed requests for annual rate increases with the
MPSC and KCC and GMO filed requests for annual rate increases with the MPSC,
with new rates expected to be effective in the third quarter of
2009.  The following table summarizes the requests.


Annual
      Revenue IncreaseAdditional
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      Return
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      Rate-makingRate
      Jurisdiction (a)
                                                                                                                                                                                                                                                                                                      File
      Date
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      Traditional
      (b)
                                                                                                                                                                                                                                                                                                      Amortization
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      Total
      (c)
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      on
      Equity
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      Equity
      Ratio(millions)GMO
      (MPS)
                                                                                                                                                                                                                                                                                                      9/5/2008
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                                      66.0
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                                      66.0
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      10.75%
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      53.82%GMO
      (L&P)
                                                                                                                                                                                                                                                                                                      9/5/2008
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      17.1
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      17.1
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      10.75%
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      53.82%GMO
      (Steam)
                                                                                                                                                                                                                                                                                                      9/5/2008
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      1.3
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      1.3
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      10.75%
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      53.82%KCP&L
      (MO)
                                                                                                                                                                                                                                                                                                      9/5/2008
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      86.4
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      15.1
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      101.5
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      10.75%
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      53.82%KCP&L
      (KS)
                                                                                                                                                                                                                                                                                                      9/5/2008
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      60.4
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      11.2
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      71.6
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      10.75%
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      55.39%Total
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                                      231.2
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                                      26.3
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                                      257.5(a)
      Rate
      Jurisdiction Areas:GMO
      (MPS): Represents the area served by GMO's Missouri Public Service
      divisionGMO
      (L&P): Represents the area served by GMO's St. Joseph Light &
      Power divisionGMO
      (Steam): GMO steam customers in the St. Joseph, Missouri,
    areaKCP&L
      (MO): KCP&L Missouri customers (not in former Aquila service
      territory)KCP&L
      (KS): KCP&L Kansas customers(b)The
      amounts in this column reflect the revenue requirements calculated using
      the traditional rate casemethodologies,
      which exclude additional amortization amounts to help maintain cash flow
      levels(c)
      Excludes
      amounts recovered through KCP&L’s Kansas ECA and most of GMO’s FAC and
      QCA


In
February 2009, the MPSC and KCC staffs filed their respective testimony
regarding the requests for annual rate increases filed by KCP&L and
GMO.  The following table details the rate increases recommended by
the MPSC and KCC staffs by KCP&L and GMO jurisdiction.


Annual
      Revenue IncreaseAdditional
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                Return
                                                                                                                                                                                                                
                                                                                                                                                                                                                Rate-makingRate
      Jurisdiction
                                                                                                                                                                                                                
                                                                                                                                                                                                                Traditional
                                                                                                                                                                                                                
                                                                                                                                                                                                                Amortization
                                                                                                                                                                                                                
                                                                                                                                                                                                                Total
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                on
      Equity
                                                                                                                                                                                                                
                                                                                                                                                                                                                Equity
      Ratio(millions)GMO
      (MPS) (a)
                                                                                                                                                                                                                
                                                                                                                                                                                                                $
                                                                                                                                                                                                                46.0
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                $
                                                                                                                                                                                                                -
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                $
                                                                                                                                                                                                                46.0
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                9.75%
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                51.03%GMO
      (L&P) (a)
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                22.8
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                -
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                22.8
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                9.75%
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                51.03%GMO
      (Steam) (a)
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                1.0
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                -
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                1.0
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                9.75%
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                51.03%KCP&L
      (MO) (a)
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                45.2
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                (b)
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                45.2
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                9.75%
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                50.65%KCP&L
      (KS)
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                42.6
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                11.2
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                53.8
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                11.40%
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                50.76%Total
                                                                                                                                                                                                                
                                                                                                                                                                                                                $
                                                                                                                                                                                                                157.6
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                $
                                                                                                                                                                                                                11.2
                                                                                                                                                                                                                
                                                                                                                                                                                                                
                                                                                                                                                                                                                $
                                                                                                                                                                                                                168.8(a)
      Annual
      revenue increase and return on equity based on the mid-point of MPSC
      staff's return onequity
      range.(b)
      Amount
      not included in the MPSC staff's February 2009 testimony, but will be
      included in thesecond
      quarter 2009 true
up.




85


KCP&L’s
Comprehensive Energy Plan and Collaboration Agreement


Current
estimates for KCP&L’s Comprehensive Energy Plan Iatan No. 1 and Iatan No. 2
projects are as follows:




·
            In
      the first quarter of 2009, KCP&L completed construction of the Iatan
      No. 1 environmental project and Iatan common
      facilities.  KCP&L’s share of the total projected cost
      excluding AFUDC is in the table below and includes KCP&L’s 70% share
      of costs directly associated with Iatan No. 1 and KCP&L’s 61% share of
      estimated costs of Iatan common facilities that will be used by both Iatan
      No. 1 and Iatan No. 2.  The vast majority of the common
      facilities costs were previously included in the Iatan No. 2 cost
      estimates disclosed in the Company’s quarterly reports on Form 10-Q during
      2008.  Great Plains Energy’s total share of Iatan No. 1 is 88%,
      which consists of KCP&L’s 70% share and GMO’s 18%
      share.  Great Plains Energy’s total share of Iatan common
      facilities is 79%, which consists of KCP&L’s 61% share and GMO’s 18%
      share.  Great Plains Energy’s share of the total projected cost
      excluding AFUDC of the Iatan No. 1 environmental project and Iatan common
      facilities is in the table below.




·
            Iatan
      No. 1 has been off-line for a scheduled outage since mid-October 2008 for
      a unit overhaul and to tie in the environmental
      equipment.  Iatan No. 1 was originally scheduled to be back
      on-line in February 2009, but, during start-up, a high level of vibration
      was experienced.  Repairs to the turbine could delay the
      in-service date of Iatan No. 1, by up to two months.  Management
      believes that a delay of that duration could still be accommodated in the
      current KCP&L and GMO rate cases; however, there could be a
      corresponding delay in the effective date of the MPSC rate orders from the
      current August 5, 2009, date.  Management is unable to predict
      the length of such a delay, if any.




·
            KCP&L’s
      approximate 55% share of the total projected cost of Iatan No. 2 excluding
      AFUDC is in the table below.  The reduction in the range from
      the previously disclosed Iatan No. 2 cost estimates reflects removal of
      costs for common facilities discussed above.  These costs were
      previously included in the Iatan No. 2 cost estimates disclosed in the
      Company’s quarterly reports on Form 10-Q during 2008.  Great
      Plains Energy’s total share of Iatan No. 2 is 73%, which consists of
      KCP&L’s 55% share and GMO’s 18% share.  Great Plains Energy’s 73%
      share of the total projected cost excluding AFUDC of Iatan No. 2 is in the
      table below.  The anticipated in-service date for Iatan No. 2 is
      the summer of 2010.




KCP&LCurrent
      Estimate
                                                    
                                                    Previous
      EstimateRange
                                                    
                                                    Range
                                                    
                                                    Change(millions)Iatan
      No. 1 (70% share)
                                                    
                                                    $    242
                                                    -
                                                    $    262
                                                    
                                                    $    330
                                                    -
                                                    $    350
                                                    
                                                    $    (88)
                                                    -
                                                    $    (88)Iatan
      No. 2 (55% share)
                                                    
                                                    847
                                                    -
                                                    904
                                                    
                                                    994
                                                    -
                                                    1,051
                                                    
                                                    (147)
                                                    -
                                                    (147)Iatan
      Common (61% share)
                                                    
                                                    235
                                                    -
                                                    235
                                                    
                                                    -
                                                    -
                                                    -
                                                    
                                                    235
                                                    -
                                                    235Total
                                                    
                                                    $
      1,324
                                                    -
                                                    $
      1,401
                                                    
                                                    $
      1,324
                                                    -
                                                    $
      1,401
                                                    
                                                    $        -
                                                    -
                                                    $        -


Great
      Plains EnergyCurrent
      Estimate
                                                  
                                                  Previous
      EstimateRange
                                                  
                                                  Range
                                                  
                                                  Change(millions)Iatan
      No. 1 (88% share)
                                                  
                                                  $    307
                                                  -
                                                  $    332
                                                  
                                                  $    415
                                                  -
                                                  $    440
                                                  
                                                  $  (108)
                                                  -
                                                  $  (108)Iatan
      No. 2 (73% share)
                                                  
                                                  1,125
                                                  -
                                                  1,201
                                                  
                                                  1,321
                                                  -
                                                  1,397
                                                  
                                                  (196)
                                                  -
                                                  (196)Iatan
      Common (79% share)
                                                  
                                                  304
                                                  -
                                                  304
                                                  
                                                  -
                                                  -
                                                  -
                                                  
                                                  304
                                                  -
                                                  304Total
                                                  
                                                  $
      1,736
                                                  -
                                                  $
      1,837
                                                  
                                                  $
      1,736
                                                  -
                                                  $
      1,837
                                                  
                                                  $        -
                                                  -
                                                  $        -





86


In March
2007, KCP&L, the Sierra Club and the Concerned Citizens of Platte County
entered into a Collaboration Agreement that resolved disputes among the
parties.  KCP&L agreed to pursue a set of initiatives including
energy efficiency, additional wind generation, lower emission permit levels at
its Iatan and LaCygne generating stations and other initiatives designed to
offset CO2
emissions.  KCP&L will address these matters in its future
integrated energy resource plan in collaboration with
stakeholders.  Full implementation of the terms of the agreement will
necessitate approval from the appropriate authorities, as some of the
initiatives in the agreement require either enabling legislation or regulatory
approval.




In the
Collaboration Agreement, KCP&L agreed to use its best efforts to install
emission control technologies to reduce certain emissions from the LaCygne
Station prior to the required compliance date under the Environmental Protection
Agency (EPA) best available retrofit technology rule (BART), but in no event
later than June 1, 2015.  KCP&L further agreed to issue requests
for proposal for the equipment required to comply with BART by December 31,
2008, requesting that construction commence by December 31, 2010, and has done
so.  KCP&L’s Comprehensive Energy Plan includes a project to
install the required emission control technologies at LaCygne No. 1 for
completion in 2009.  Demand for environmental equipment has increased
substantially leading to extremely long lead times for equipment.  As
a result, the LaCygne No. 1 project will not be completed in
2009.  Since KCP&L must also install such emission control
technologies at LaCygne No. 2, management continues to evaluate the timing of
the required environmental upgrades for both LaCygne Nos. 1 and
2.  Management has selected an owner’s engineer for the LaCygne
Station environmental project and will focus on the project design in
2009.




KCP&L
also agreed in the Collaboration Agreement to pursue increasing its wind
generation capacity by 100MW by the end of 2010.  KCP&L had
entered into agreements to acquire 100MW of wind generation for approximately
$215 million.  In October 2008, KCP&L provided notice to terminate
this contract and began discussions with the developer to explore
alternatives.  Subsequently, KCP&L entered into new agreements
with the developer in February 2009.  The developer has assigned to
KCP&L its contract with the wind turbine manufacturer to purchase thirty-two
turbines for a purchase price of approximately $68 million, plus approximately
$17 million to be paid by KCP&L to the developer for various third party
development and assignment costs.  KCP&L’s deposit of
approximately $42 million under the original, terminated agreement will be
applied to the purchase price.  KCP&L and the developer also
entered into an agreement for the construction of a thirty-five turbine project,
with a May 31, 2010, estimated project completion date, for an approximate price
of $118 million.  This construction agreement contains an absolute and
unconditional option for KCP&L to terminate the agreement on or before
September 30, 2009, for an upfront payment of $7.5 million, which will be
applied to the price if the option is not exercised by
KCP&L.  Also in the Collaboration Agreement, KCP&L agreed to
pursue an additional 300MW of wind generation capacity by the end of 2012,
subject to regulatory approval.




KCP&L
Missouri 2006 Rate Case Appeal


On
December 21, 2006, the MPSC issued an order approving an approximate $51 million
increase in annual revenues effective January 1, 2007.  Appeals of the
MPSC order were filed in February 2007 with the Circuit Court of Cole County,
Missouri, by the Office of Public Counsel, Praxair, Inc., and Trigen-Kansas City
Energy Corporation, seeking to set aside or remand the order to the
MPSC.  The court affirmed the MPSC’s decision in December 2007 and
that decision was appealed by Trigen-Kansas City Energy
Corporation.  Trigen-Kansas City Energy Corporation withdrew its
appeal on June 3, 2008.




87


GMO
Missouri 2007 Rate Case Appeal


Appeals
of the MPSC order were filed in July and August of 2007 with the Circuit Court
of Cole County, Missouri, by the Office of Public Counsel, AG Processing,
Sedalia Industrial Energy Users’ Association and AARP seeking to set aside or
remand the order of the MPSC.  In February 2009, the Circuit Court
affirmed the MPSC order.  This decision may be
appealed.  The order remains in effect unless reversed by the
courts.




GMO
RTO Application


GMO’s
application to transfer functional control of its transmission system to the
Midwest Independent Transmission System Operator, Inc. (MISO) RTO was denied by
the MPSC in October 2008.  In December 2008, GMO submitted a request
to FERC to withdraw from MISO based on this MPSC denial.  GMO and MISO
are negotiating an agreement regarding this exit under which GMO would pay an
insignificant amount of exit fees to MISO.  This agreement is awaiting
FERC approval.




In
November 2008, GMO requested MPSC authorization to transfer functional control
of its transmission system to the Southwest Power Pool, Inc.
(SPP).  On February 4, 2009, the MPSC approved a Stipulation and
Agreement between GMO and several parties, thereby granting GMO the authorized
request.




Great
Plains Energy’s Acquisition of GMO


See Note
2 for a discussion of the pending appeals of the MPSC order authorizing the
acquisition.




Regulatory
Assets and Liabilities


Great
Plains Energy and KCP&L are subject to the provisions of SFAS No. 71 and
have recorded assets and liabilities on its balance sheet resulting from the
effects of the ratemaking process, which would not otherwise be recorded under
Generally Accepted Accounting Principles (GAAP).  Regulatory assets
represent incurred costs that are probable of recovery from future
revenues.  Regulatory liabilities represent: amounts imposed by rate
actions of KCP&L’s or GMO’s regulators that may require refunds to
customers; amounts provided in current rates that are intended to recover costs
that are expected to be incurred in the future for which KCP&L and GMO
remain accountable; or a gain or other reduction of allowable costs to be given
to customers over future periods.  Future recovery of regulatory
assets is not assured, but is generally subject to review by regulators in rate
proceedings for matters such as prudence and reasonableness.  Future
reductions in revenue or refunds for regulatory liabilities generally are not
mandated, pending future rate proceedings or actions by the
regulators.  Management regularly assesses whether regulatory assets
and liabilities are probable of future recovery or refund by considering factors
such as decisions by the MPSC, KCC or FERC on KCP&L’s and GMO’s rate case
filings; decisions in other regulatory proceedings, including decisions related
to other companies that establish precedent on matters applicable to KCP&L
or GMO; and changes in laws and regulations.  If recovery or refund of
regulatory assets or liabilities is not approved by regulators or is no longer
deemed probable, these regulatory assets or liabilities are recognized in the
current period results of operations.  KCP&L’s and GMO’s continued
ability to meet the criteria for application of SFAS No. 71 may be affected in
the future by restructuring and deregulation in the electric
industry.  In the event that SFAS No. 71 no longer applied to a
deregulated portion of KCP&L’s and GMO’s operations, the related regulatory
assets and liabilities would be written off unless an appropriate regulatory
recovery mechanism is provided.  Additionally, these factors could
result in an impairment of utility plant assets if the cost of the assets could
not be expected to be recovered in customer rates.  Whether an asset
has been impaired is determined pursuant to the requirements of SFAS No.
144.




88


Great
Plains Energy’s and KCP&L’s regulatory assets and liabilities are detailed
in the following tables.


GreatDecember
      31, 2008
                                                                                                                                                                                    
                                                                                                                                                                                    KCP&L
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    GMO
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    Plains
      EnergyRegulatory
      Assets
                                                                                                                                                                                    
                                                                                                                                                                                    (millions)Taxes
      recoverable through future rates
                                                                                                                                                                                    
                                                                                                                                                                                    $
                                                                                                                                                                                    71.6
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    $
                                                                                                                                                                                    46.8
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    $
                                                                                                                                                                                    118.4Loss
      on reacquired debt
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    5.7
                                                                                                                                                                                    
                                                                                                                                                                                    (a)
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    0.3
                                                                                                                                                                                    
                                                                                                                                                                                    (a)
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    6.0Cost
      of removal
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    9.6
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    -
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    9.6Asset
      retirement obligations
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    21.1
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    12.0
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    33.1SFAS
      No. 158 pension and post-retirement costs
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    355.8
                                                                                                                                                                                    
                                                                                                                                                                                    (b)
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    -
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    355.8Other
      pension and post-retirement costs
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    79.8
                                                                                                                                                                                    
                                                                                                                                                                                    (c)
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    63.0
                                                                                                                                                                                    
                                                                                                                                                                                    (c)
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    142.8Environmental
      remediation
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    -
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    2.0
                                                                                                                                                                                    
                                                                                                                                                                                    (g)
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    2.0Deferred
      customer programs
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    22.6
                                                                                                                                                                                    
                                                                                                                                                                                    (d)
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    0.4
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    23.0Rate
      case expenses
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    2.9
                                                                                                                                                                                    
                                                                                                                                                                                    (e)
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    0.6
                                                                                                                                                                                    
                                                                                                                                                                                    (e)
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    3.5Skill
      set realignment costs
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    7.5
                                                                                                                                                                                    
                                                                                                                                                                                    (f)
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    -
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    7.5Under-recovery
      of energy costs
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    1.6
                                                                                                                                                                                    
                                                                                                                                                                                    (g)
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    52.0
                                                                                                                                                                                    
                                                                                                                                                                                    (g)
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    53.6Acquisition
      transition costs
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    25.5
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    17.6
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    43.1St.
      Joseph Light & Power acquisition
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    -
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    3.6
                                                                                                                                                                                    
                                                                                                                                                                                    (g)
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    3.6Storm
      damage
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    -
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    6.4
                                                                                                                                                                                    
                                                                                                                                                                                    (g)
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    6.4Other
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    5.4
                                                                                                                                                                                    
                                                                                                                                                                                    (h)
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    11.0
                                                                                                                                                                                    
                                                                                                                                                                                    (h)
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    16.4Total
                                                                                                                                                                                    
                                                                                                                                                                                    $
                                                                                                                                                                                    609.1
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    $
                                                                                                                                                                                    215.7
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    $
                                                                                                                                                                                    824.8Regulatory
      LiabilitiesEmission
      allowances
                                                                                                                                                                                    
                                                                                                                                                                                    $
                                                                                                                                                                                    86.5
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    $
                                                                                                                                                                                    1.0
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    $
                                                                                                                                                                                    87.5Asset
      retirement obligations
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    22.7
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    -
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    22.7Pension
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    -
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    25.0
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    25.0Cost
      of removal
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    -
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    58.1
                                                                                                                                                                                    
                                                                                                                                                                                    (i)
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    58.1Other
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    6.6
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    9.5
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    16.1Total
                                                                                                                                                                                    
                                                                                                                                                                                    $
                                                                                                                                                                                    115.8
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    $
                                                                                                                                                                                    93.6
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    $
                                                                                                                                                                                    209.4




89


KCP&L
      andDecember
      31, 2007
                                                            Great
      Plains EnergyRegulatory
      Assets
                                                            
                                                            (millions)Taxes
      recoverable through future rates
                                                            
                                                            $
                                                            66.5Loss
      on reacquired debt
                                                            
                                                            
                                                            5.9Change
      in depreciable life of Wolf Creek
                                                            
                                                            
                                                            45.4
                                                            
                                                            (j)Cost
      of removal
                                                            
                                                            
                                                            8.4Asset
      retirement obligations
                                                            
                                                            
                                                            18.5SFAS
      No. 158 pension and post-retirement costs
                                                            
                                                            
                                                            146.8Other
      pension and post-retirement costs
                                                            
                                                            
                                                            76.1Deferred
      customer programs
                                                            
                                                            
                                                            11.6Rate
      case expenses
                                                            
                                                            
                                                            3.2Skill
      set realignment costs
                                                            
                                                            
                                                            8.9Other
                                                            
                                                            
                                                            8.8Total
                                                            
                                                            $
                                                            400.1Regulatory
      LiabilitiesEmission
      allowances
                                                            
                                                            $
                                                            87.5Asset
      retirement obligations
                                                            
                                                            
                                                            39.4Additional
      Wolf Creek amortization (Missouri)
                                                            
                                                            
                                                            14.6
                                                            
                                                            (j)Other
                                                            
                                                            
                                                            2.6Total
                                                            
                                                            $
                                                            144.1


(a)
            Amortized
      over the life of the related new debt issuances or the remaining lives of
      the old debt issuances if no new debt was
  issued.


(b)
            KCP&L’s
      regulatory asset for SFAS No. 158, “Employers’ Accounting for Defined
      Benefit Pension and Other Postretirement Plans,” pension and
      post-retirement costs at December 31, 2008, is more than offset by related
      liabilities, not included in rate
  base.


(c)
            KCP&L’s
      regulatory asset for other pension and post-retirement costs at December
      31, 2008, includes $56.3 million representing pension settlements and
      financial and regulatory accounting method differences not included in
      rate base.  The pension settlements, totaling $9.9 million, are
      being amortized over a five-year period, which began January 1,
      2008.  The accounting method difference will be eliminated over
      the life of the pension plans.  GMO’s regulatory asset for other
      pension and post-retirement costs at December 31, 2008, includes $45.3
      million representing financial and regulatory accounting method
      differences not included in rate base that will be eliminated over the
      life of the pension
plans.


(d)
            $8.7
      million not included in rate base.


(e)
            $2.2
      million and $0.6 million at KCP&L and GMO, respectively, not included
      in rate base and amortized over various
periods.


(f)
            $3.6
      million not included in rate base and amortized through
    2017.


(g)
            Not
      included in rate base.


(h)
            Certain
      insignificant items are not included in rate base and amortized over
      various periods.


(i)
            Estimated
      cumulative net provision for future removal
  costs.


(j)
            Consistent
      with current ratemaking treatment in Missouri and Kansas, KCP&L
      reclassified the regulatory assets for change in depreciable life of Wolf
      Creek of $45.4 million (Missouri and Kansas) and the regulatory liability
      for additional Wolf Creek amortization (Missouri) of $14.6 million at
      December 31, 2007, to accumulated depreciation in the second quarter of
      2008.


90


8.
            INTANGIBLE
      ASSETS




Great
Plains Energy’s and KCP&L’s intangible assets are detailed in the following
table.


December
      31, 2008
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            December
      31, 2007Gross
      Carrying
                                                                                                                                                                            
                                                                                                                                                                            Accumulated
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            Gross
      Carrying
                                                                                                                                                                            
                                                                                                                                                                            AccumulatedAmount
                                                                                                                                                                            
                                                                                                                                                                            Amortization
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            Amount
                                                                                                                                                                            
                                                                                                                                                                            AmortizationKCP&L
                                                                                                                                                                            
                                                                                                                                                                            (millions)Computer
      software (a)
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            136.7
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            (95.4)
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            111.9
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            (84.7)Great
      Plains EnergyComputer
      software (a)
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            160.5
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            (106.0)
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            112.4
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            (84.9)Transmission
      line upgrades(a)
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            22.1
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            (3.3)
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -Organization
      start-up costs(a)
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            0.1
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -(a)
      Included
      in electric utility plant on the consolidated balance
  sheets.




9.
            ASSET
      RETIREMENT OBLIGATIONS




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




In 2008,
KCP&L recorded a $1.6 million reduction to its ARO to decommission Wolf
Creek, which reflects a 2008 update to the decommissioning study cost
estimates.




Asbestos
abatement activity has occurred on certain generating units at KCP&L’s
Hawthorn Station resulting in a revision in timing used in computing the
original present value of the asbestos ARO.  Management was able to
perform an analysis to update prior cost estimates determining an increase in
comparison to previous estimates used in computing the original asbestos
ARO.  As a result of the increased costs experienced in the project at
KCP&L’s Hawthorn station, management performed an analysis to update prior
cost estimates for KCP&L’s Montrose and LaCygne Stations, determining an
increase in comparison to previous estimates.  As a result of these
changes, KCP&L recorded a $14.2 million increase in the ARO for asbestos
abatement with a corresponding increase in asset retirement costs in utility
plant since December 31, 2007.




In
addition, management identified an additional asbestos ARO.  The
wiring used in generating stations includes asbestos insulation, which would
require special handling if disturbed.  Due to the inability to
reasonably estimate the quantities or the amount of disturbance that will be
necessary during dismantlement at the end of the life of a plant, a fair value
of the obligation cannot be reasonably estimated at this
time.  Management will continue to monitor the obligation and will
recognize a liability in the period in which sufficient information becomes
available to reasonably estimate its fair value.




KCP&L
also has AROs related to decommissioning and site remediation of its Spearville
Wind Energy Facility and for an ash pond and landfill.  GMO has AROs
related to asbestos in certain plants and buildings, an ash pond and landfill,
removal of storage tanks and transformers containing PCBs, as well as
communication towers.




91


The
following tables summarize the change in Great Plains Energy’s and KCP&L’s
AROs.




Great
      Plains EnergyDecember
      31
                                                                    
                                                                    2008
                                                                    
                                                                    
                                                                    2007(millions)Beginning
      balance
                                                                    
                                                                    $
                                                                    94.5
                                                                    
                                                                    
                                                                    $
                                                                    91.8Additions
                                                                    
                                                                    
                                                                    1.4
                                                                    
                                                                    
                                                                    
                                                                    -Revision
      in timing and/or estimates
                                                                    
                                                                    
                                                                    12.6
                                                                    
                                                                    
                                                                    
                                                                    -GMO
      acquisition
                                                                    
                                                                    
                                                                    11.7
                                                                    
                                                                    
                                                                    
                                                                    -Settlements
                                                                    
                                                                    
                                                                    (3.2
                                                                    )
                                                                    
                                                                    
                                                                    (1.1
                                                                    )Accretion
                                                                    
                                                                    
                                                                    7.3
                                                                    
                                                                    
                                                                    
                                                                    3.8Ending
      balance
                                                                    
                                                                    $
                                                                    124.3
                                                                    
                                                                    
                                                                    $
                                                                    94.5


KCP&LDecember
      31
                                                            
                                                            2008
                                                            
                                                            
                                                            2007(millions)Beginning
      balance
                                                            
                                                            $
                                                            94.5
                                                            
                                                            
                                                            $
                                                            91.8Additions
                                                            
                                                            
                                                            1.4
                                                            
                                                            
                                                            
                                                            -Revision
      in timing and/or estimates
                                                            
                                                            
                                                            12.6
                                                            
                                                            
                                                            
                                                            -Settlements
                                                            
                                                            
                                                            (3.2
                                                            )
                                                            
                                                            
                                                            (1.1
                                                            )Accretion
                                                            
                                                            
                                                            6.6
                                                            
                                                            
                                                            
                                                            3.8Ending
      balance
                                                            
                                                            $
                                                            111.9
                                                            
                                                            
                                                            $
                                                            94.5




10.
            PENSION
      PLANS, OTHER EMPLOYEE BENEFITS AND SKILL SET REALIGNMENT
    COSTS




Pension
Plans and Other Employee Benefits


The
Company maintains defined benefit pension plans for substantially all active and
inactive employees, including officers, of KCP&L, GMO, and 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.




Effective
January 1, 2008, the Company amended the defined benefit pension plan for
KCP&L management employees to allow current employees the option to remain
in the existing program or to choose a new retirement program which will
provide, among other things, an enhanced benefit under the employee savings plan
and a lower benefit accrual rate under the defined pension benefit
plan.  KCP&L employees hired after September 1, 2007, have been
placed in the new retirement program.




KCP&L
and GMO record pension expense in accordance with rate orders from the MPSC and
KCC that allow the difference between pension costs under SFAS No. 87,
“Employers’ Accounting for Pensions,” and SFAS No. 88, “Employers’ Accounting
for Settlements and Curtailments of Defined Benefit Pension Plans and for
Termination Benefits,” and pension costs for ratemaking to be recognized as a
regulatory asset or liability.  This difference between financial and
regulatory accounting methods will be eliminated over the life of the pension
plans.




In
addition to providing pension benefits, the Company provides certain
post-retirement health care and life insurance benefits for substantially all
retired employees of KCP&L, GMO, and WCNOC.  The post-retirement
plan reflects the Company’s amended cost-sharing policy for the bargaining
plan.  The change increased the accumulated post-retirement benefit
obligation $18.7 million.  The cost of post-retirement benefits
charged to KCP&L and GMO are accrued during an employee's years of service
and recovered through rates.




92


As a
result of the GMO acquisition on July 14, 2008, the Company’s 2008 pension and
post-retirement expenses under SFAS No. 87 and SFAS No. 106, “Employers’
Accounting for Post-retirement Benefits Other Than Pensions,” increased $2.4
million and $1.1 million, respectively.  The under funded status of
the pension and other benefit plans transferred at the date of acquisition was
$48.9 million.




Current
and former employees of GMO’s electric and gas utility operations that were
acquired by Black Hills participated in GMO’s qualified pension plan,
non-qualified Supplemental Executive Retirement Plan (SERP) and other
post-retirement benefit plan.  Under the asset purchase agreements,
Black Hills assumed the accrued pension obligations owed to the former current
and former employees of the operations it acquired.  After the July
2008 closing, approximately $107.5 million of qualified benefit plan assets were
transferred by GMO to a comparable plan established by Black Hills in accordance
with terms of the asset purchase agreements, estimated to be 95% of the amount
required to be transferred under applicable Employee Retirement Income Security
Act of 1974, as amended (ERISA) regulations.  The determination of the
final amount of plan assets to be transferred is expected to be completed by
plan actuaries in the first quarter of 2009.  The tables below are
after reflecting the Company’s best estimate of the total transfer.




The
Company adopted the recognition requirements of SFAS No. 158 on December 31,
2006.  The Company adopted the measurement date provision of SFAS No.
158, effective December 31, 2008.  The measurement date provision
requires plan assets and liabilities to be measured as of the date of the
employer’s fiscal year-end.  In prior years, the plan measurement date
for the majority of the Company’s plans was September 30.  In lieu of
remeasuring plan assets and obligations as of January 1, 2008, the Company
elected to calculate the net periodic benefit cost for the fifteen-month period
from September 30, 2007, to December 31, 2008, using the September 30, 2007,
measurement date.  The adoption of the measurement date provision
resulted in KCP&L recording an adjustment of $14.1 million to a regulatory
asset in accordance with regulatory treatment.  In addition, $0.1
million related to non-regulated entities was recorded as an adjustment to
retained earnings.




The
following pension benefits tables provide information relating to the funded
status of all defined benefit pension plans on an aggregate basis as well as the
components of net periodic benefit costs.  In 2007, contributions of
$6.8 million and $7.2 million were made to the pension plan and post-retirement
benefit plans, respectively, after the measurement date.  For
financial reporting purposes, the market value of plan assets is the fair
value.  KCP&L uses a five-year smoothing of assets to determine
fair value for regulatory reporting purposes.  Net periodic benefit costs
reflect total plan benefit costs prior to the effects of capitalization and
sharing with joint-owners of power plants.




93


Pension
      Benefits
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          Other
      Benefits2008
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          2007
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          2008
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          2007Change
      in projected benefit obligation (PBO)
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (millions)PBO
      at beginning of year
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          512.9
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          508.8
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          73.7
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          51.5Service
      cost
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          20.8
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          18.4
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          1.7
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          1.2Interest
      cost
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          37.6
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          29.8
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          5.7
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          3.9Contribution
      by participants
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          -
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          -
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          3.0
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          2.0Amendments
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          -
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (0.8
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          18.7
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          19.5Actuarial
      loss (gain)
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          42.9
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (9.6
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          1.2
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (1.7
                                                                                                                                                                                                                                          )Benefits
      paid
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (37.1
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (35.9
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (7.0
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (3.6
                                                                                                                                                                                                                                          )Early
      measurement adjustment
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          1.0
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          -
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          0.3
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          -GMO
      acquisition
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          194.4
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          -
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          38.1
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          -Special
      termination benefits
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          -
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          2.2
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          -
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          0.9PBO
      at end of plan year
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          772.5
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          512.9
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          135.4
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          73.7Change
      in plan assetsFair
      value of plan assets at beginning of year
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          400.1
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          364.5
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          14.0
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          13.4Actual
      return on plan assets
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (145.6
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          44.1
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (3.8
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (3.2
                                                                                                                                                                                                                                          )Contributions
      by employer and participants
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          28.7
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          27.0
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          11.0
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          6.7Benefits
      paid
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (36.6
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (35.5
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (5.7
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (2.9
                                                                                                                                                                                                                                          )Early
      measurement adjustment
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          4.0
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          -
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          7.9
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          -GMO
      acquisition
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          168.1
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          -
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          15.5
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          -Fair
      value of plan assets at end of plan year
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          418.7
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          400.1
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          38.9
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          14.0Funded
      status at end of year
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          (353.8
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          (112.8
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          (96.5
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          (59.7
                                                                                                                                                                                                                                          )Amounts
      recognized in the consolidated balance sheetsCurrent
      pension and other post-retirement liability
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          (3.9
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          (0.5
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          (0.8
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          (0.8
                                                                                                                                                                                                                                          )Noncurrent
      pension liability and other post-retirement liability
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (349.9
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (112.3
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (95.7
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (58.9
                                                                                                                                                                                                                                          )Contributions
      and changes after measurement date
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          -
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          6.8
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          -
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          7.2Net amount recognized before regulatory treatment
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (353.8
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (106.0
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (96.5
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (52.5
                                                                                                                                                                                                                                          )Accumulated
      OCI or regulatory asset
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          420.2
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          185.4
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          59.1
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          37.8Net
      amount recognized at December 31
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          66.4
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          79.4
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          (37.4
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          (14.7
                                                                                                                                                                                                                                          )Amounts
      in accumulated OCI or regulatory asset notyet
      recognized as a component of net periodic cost:Actuarial
      loss
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          273.3
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          86.1
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          19.1
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          13.8Prior
      service cost
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          17.9
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          23.1
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          33.4
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          18.1Transition
      obligation
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          0.2
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          0.2
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          4.4
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          5.8Other
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          128.8
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          76.0
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          2.2
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          0.1Net
      amount recognized at December 31
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          420.2
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          185.4
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          59.1
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          37.8


94


Great
      Plains EnergyPension
      Benefits
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      Other
      BenefitsYear
      to Date December 31
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      2008
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      2007
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      2006
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      2008
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      2007
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      2006Components
      of net periodic benefit costs
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      (millions)Service
      cost
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                      20.8
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                      18.4
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                      18.8
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                      1.7
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                      1.2
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                      0.9Interest
      cost
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      37.6
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      29.8
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      30.9
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      5.7
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      3.9
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      3.0Expected
      return on plan assets
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      (38.6
                                                                                                                                                                                                                                                                                      )
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      (29.5
                                                                                                                                                                                                                                                                                      )
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      (32.7
                                                                                                                                                                                                                                                                                      )
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      (1.0
                                                                                                                                                                                                                                                                                      )
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      (0.7
                                                                                                                                                                                                                                                                                      )
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      (0.6
                                                                                                                                                                                                                                                                                      )Prior
      service cost
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      4.2
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      4.3
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      4.3
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      2.7
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      2.1
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      0.2Recognized
      net actuarial loss
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      32.3
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      35.3
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      31.8
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      0.6
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      0.5
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      0.9Transition
      obligation
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      0.1
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      0.1
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      0.1
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      1.2
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      1.2
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      1.2Special
      termination benefits
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      1.5
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      0.2
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -Settlement
      charges
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      23.1
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -Net
      periodic benefit costs beforeregulatory
      adjustment
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      56.4
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      59.9
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      76.3
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      10.9
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      8.4
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      5.6Regulatory
      adjustment
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      (3.5
                                                                                                                                                                                                                                                                                      )
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      (9.1
                                                                                                                                                                                                                                                                                      )
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      (52.3
                                                                                                                                                                                                                                                                                      )
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      (0.1
                                                                                                                                                                                                                                                                                      )
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -Net
      periodic benefit costs
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      52.9
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      50.8
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      24.0
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      10.9
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      8.3
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      5.6Other
      changes in plan assets and benefitobligations
      recognized in OCI orregulatory
      assets (a)Current
      year net loss (gain)
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      227.1
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      (23.4
                                                                                                                                                                                                                                                                                      )
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      6.0
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      2.7
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -Amortization
      of loss
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      (39.9
                                                                                                                                                                                                                                                                                      )
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      (35.3
                                                                                                                                                                                                                                                                                      )
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      (0.7
                                                                                                                                                                                                                                                                                      )
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      (0.5
                                                                                                                                                                                                                                                                                      )
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -Prior
      service cost (credit)
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      (0.9
                                                                                                                                                                                                                                                                                      )
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      18.7
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      19.6
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -Amortization
      of prior service cost
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      (5.2
                                                                                                                                                                                                                                                                                      )
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      (4.3
                                                                                                                                                                                                                                                                                      )
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      (3.4
                                                                                                                                                                                                                                                                                      )
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      (2.1
                                                                                                                                                                                                                                                                                      )
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -Amortization
      of transition obligation
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      (0.1
                                                                                                                                                                                                                                                                                      )
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      (1.4
                                                                                                                                                                                                                                                                                      )
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      (1.2
                                                                                                                                                                                                                                                                                      )
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -Other
      regulatory activity
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      52.8
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      9.1
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      2.1
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      0.1
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -Total
      recognized in OCI or regulatory asset
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      234.8
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      (54.9
                                                                                                                                                                                                                                                                                      )
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      21.3
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      18.6
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      -Total
      recognized in net periodic benefit costsand
      OCI or regulatory asset
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                      287.7
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                      (4.1
                                                                                                                                                                                                                                                                                      )
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                      24.0
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                      32.2
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                      26.9
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                      5.6(a)
      Includes the effect of SFAS No. 158 remeasurement
    adjustment








95


KCP&LPension
      Benefits
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          Other
      BenefitsYear
      to Date December 31
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          2008
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          2007
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          2006
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          2008
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          2007
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          2006Components
      of net periodic benefit costs
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (millions)Service
      cost
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          19.7
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          18.0
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          18.6
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          1.7
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          1.1
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          0.9Interest
      cost
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          35.6
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          29.2
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          30.5
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          5.6
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          3.8
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          2.9Expected
      return on plan assets
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (36.5
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (28.9
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (32.2
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (1.0
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (0.6
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (0.6
                                                                                                                                                                                                                                          )Prior
      service cost
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          4.0
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          4.2
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          4.3
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          2.7
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          2.0
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          0.2Recognized
      net actuarial loss
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          30.6
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          34.5
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          31.4
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          0.6
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          0.5
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          0.9Transition
      obligation
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          0.1
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          0.1
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          0.1
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          1.2
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          1.2
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          1.1Special
      termination benefits
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          -
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          1.5
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          -
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          -
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          0.1
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          -Settlement
      charges
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          -
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          -
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          22.7
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          -
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          -
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          -Net
      periodic benefit costs beforeregulatory
      adjustment
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          53.5
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          58.6
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          75.4
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          10.8
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          8.1
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          5.4Regulatory
      adjustment
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (4.5
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (9.1
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (52.3
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          -
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (0.1
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          -Net
      periodic benefit costs
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          49.0
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          49.5
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          23.1
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          10.8
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          8.0
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          5.4Other
      changes in plan assets and benefitobligations
      recognized in OCI orregulatory
      assets (a)Current
      year net loss (gain)
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          215.0
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (23.0
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          -
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          5.8
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          2.7
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          -Amortization
      of loss
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (39.8
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (34.5
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          -
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (0.7
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (0.5
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          -Prior
      service cost (credit)
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          -
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (0.8
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          -
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          18.7
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          19.2
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          -Amortization
      of prior service cost
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (5.2
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (4.2
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          -
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (3.4
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (2.0
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          -Amortization
      of transition obligation
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (0.1
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (0.1
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          -
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (1.4
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (1.2
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          -Other
      regulatory activity
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          8.6
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          9.1
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          -
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          2.1
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          0.1
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          -Total
      recognized in OCI or regulatory asset
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          178.5
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          (53.5
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          -
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          21.1
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          18.3
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          -Total
      recognized in net periodic benefit costsand
      OCI or regulatory asset
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          227.5
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          (4.0
                                                                                                                                                                                                                                          )
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          23.1
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          31.9
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          26.3
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          
                                                                                                                                                                                                                                          $
                                                                                                                                                                                                                                          5.4(a)
      Includes the effect of SFAS No. 158 remeasurement
    adjustment




The
estimated prior service cost, net loss and transition costs for the defined
benefit plans that will be amortized from accumulated OCI or a regulatory asset
into net periodic benefit cost in 2009 are $4.2 million, $36.5 million and $0.1
million, respectively.  The estimated prior service cost, net loss and
transition costs for the other post-retirement benefit plans that will be
amortized from accumulated OCI or a regulatory asset into net periodic benefit
cost in 2009 are $4.2 million, $0.2 million and $1.2 million,
respectively.  For financial reporting purposes, net actuarial gains
and losses are recognized on a rolling five-year average basis.  For
regulatory reporting purposes, net actuarial gains and losses are amortized over
ten years.




96


The
accumulated benefit obligation (ABO) for all defined benefit pension plans was
$675.7 million and $423.8 million at December 31, 2008 and 2007,
respectively.  The PBO, ABO and the fair value of plan assets at plan
year-end are aggregated by funded and under funded plans in the following
table.


2008
                                                          
                                                          
                                                          2007Pension
      plans with the ABO in excess of plan assets
                                                          
                                                          (millions)Projected
      benefit obligation
                                                          
                                                          $
                                                          772.5
                                                          
                                                          
                                                          $
                                                          327.5Accumulated
      benefit obligation
                                                          
                                                          
                                                          675.7
                                                          
                                                          
                                                          
                                                          266.4Fair
      value of plan assets
                                                          
                                                          
                                                          418.7
                                                          
                                                          
                                                          
                                                          220.1Pension
      plans with plan assets in excess of the ABOProjected
      benefit obligation
                                                          
                                                          $
                                                          -
                                                          
                                                          
                                                          $
                                                          185.4Accumulated
      benefit obligation
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          157.4Fair
      value of plan assets
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          180.0


The GMO
SERP is reflected as an unfunded ABO of $22.4 million.  The Company
has segregated approximately $26.2 million of assets for this plan as of
December 31, 2008, and expects to fund future benefit payments from these
assets.




The
expected long-term rate of return on plan assets represents the Company’s
estimate of the long-term return on plan assets and is based on historical and
projected rates of return for current and planned asset classes in the plans’
investment portfolios.  Assumed projected rates of return for each
asset class were selected after analyzing historical experience and future
expectations of the returns of various asset classes.  Based on the
target asset allocation for each asset class, the overall expected rate of
return for the portfolios was developed and adjusted for the effect of projected
benefits paid from plan assets and future plan contributions.




The
following tables provide the weighted-average assumptions used to determine
benefit obligations and net costs.


Weighted
      average assumptions used to determine
                    Pension
      Benefits
                    
                    Other
      Benefitsthe
      benefit obligation at plan year-end
                    2008
                    
                    2007
                    
                    2008
                    
                    2007Discount
      rate
                    6.11%
                    
                    6.23%
                    
                    6.10%
                    
                    6.23%Rate
      of compensation increase
                    4.27%
                    
                    4.22%
                    
                    4.25%
                    
                    4.25%


Weighted
      average assumptions used to determine
                    Pension
      Benefits
                    
                    Other
      Benefitsnet
      costs for years ended at December 31
                    2008
                    
                    2007
                    
                    2008
                    
                    2007Discount
      rate
                    6.23%
                    
                    5.87%
                    
                    6.23%
                    
                    5.89%Expected
      long-term return on plan assets
                    8.25%
                    
                    8.25%
                    
                    4.00%
                    *
                    4.00%
                    *Rate
      of compensation increase
                    4.22%
                    
                    3.81%
                    
                    4.25%
                    
                    3.90%*
      after tax


Pension
plan assets are managed in accordance with “prudent investor” guidelines
contained in the ERISA requirements.  The investment strategy supports
the objective of the fund, which is to earn the highest possible return on plan
assets within a reasonable and prudent level of risk.  Investments are
diversified across classes and within each class to minimize
risks.  At December 31, 2008 and 2007, respectively, the fair value of
plan assets was $418.7 million, and $400.1 million, not including a $6.8 million
subsequent contribution in 2007.




97


The asset
allocation for the Company’s pension plans at December 31, 2008 and 2007, and
the target allocation for 2009 are reported in the following
table.  The portfolios are periodically rebalanced to generally meet
target allocation percentages.


Plan
      Assets atTarget
                                                                                                                                                                                                                
                                                                                                                                                                                                                December
      31Asset
      Category
                                                                                                                                                                                                                
                                                                                                                                                                                                                Allocation
                                                                                                                                                                                                                
                                                                                                                                                                                                                2008
                                                                                                                                                                                                                2007Equity
      securities
                                                                                                                                                                                                                
                                                                                                                                                                                                                60%
                                                                                                                                                                                                                
                                                                                                                                                                                                                59%
                                                                                                                                                                                                                
                                                                                                                                                                                                                57%Debt
      securities
                                                                                                                                                                                                                
                                                                                                                                                                                                                33%
                                                                                                                                                                                                                
                                                                                                                                                                                                                32%
                                                                                                                                                                                                                
                                                                                                                                                                                                                31%Real
      estate
                                                                                                                                                                                                                
                                                                                                                                                                                                                6%
                                                                                                                                                                                                                
                                                                                                                                                                                                                9%
                                                                                                                                                                                                                
                                                                                                                                                                                                                6%Other
                                                                                                                                                                                                                
                                                                                                                                                                                                                1%
                                                                                                                                                                                                                
                                                                                                                                                                                                                0%
                                                                                                                                                                                                                
                                                                                                                                                                                                                6%Total
                                                                                                                                                                                                                
                                                                                                                                                                                                                100%
                                                                                                                                                                                                                
                                                                                                                                                                                                                100%
                                                                                                                                                                                                                
                                                                                                                                                                                                                100%


Assumed
health care cost trend rates have a significant effect on the amounts reported
for the health care plans.  The cost trend assumed for 2008 and 2009
is 8% and 7.5%, respectively, with the rate declining through 2014 to the
ultimate cost trend rate of 5%.  The health care plan requires
retirees to make monthly contributions on behalf of themselves and their
dependents in an amount determined by the Company.




The
effects of a one-percentage point change in the assumed health care cost trend
rates, holding all other assumptions constant, at December 31, 2008, are
detailed in the following table.  The results reflect the increase in
the Medicare Part D employer subsidy which is assumed to increase with the
medical trend and employer caps on post-65 plans.


Increase
                                                        
                                                        Decrease(millions)Effect
      on total service and interest component
                                                        
                                                        $
                                                        0.3
                                                        
                                                        
                                                        $
                                                        (0.3
                                                        )Effect
      on post-retirement benefit obligation
                                                        
                                                        
                                                        1.4
                                                        
                                                        
                                                        
                                                        (1.5
                                                        )


The
Company expects to contribute $45.2 million to the plans in 2009 to meet ERISA
funding requirements and regulatory orders, the majority of which will be paid
by KCP&L.  The Company’s funding policy is to contribute amounts
sufficient to meet the ERISA minimum funding requirements and MPSC and KCC rate
orders plus additional amounts as considered appropriate; therefore, actual
contributions may differ from expected contributions.  The Company
also expects to contribute $15.4 million to other post-retirement benefit plans
in 2009, the majority of which will be paid by KCP&L.  The
following benefit payments, which reflect expected future service, as
appropriate, are expected to be paid through 2018.


Pension
                                                            
                                                            
                                                            OtherBenefits
                                                            
                                                            
                                                            Benefits(millions)2009
                                                            
                                                            $
                                                            58.7
                                                            
                                                            
                                                            $
                                                            13.02010
                                                            
                                                            
                                                            53.8
                                                            
                                                            
                                                            
                                                            13.92011
                                                            
                                                            
                                                            54.8
                                                            
                                                            
                                                            
                                                            14.82012
                                                            
                                                            
                                                            60.0
                                                            
                                                            
                                                            
                                                            15.82013
                                                            
                                                            
                                                            60.5
                                                            
                                                            
                                                            
                                                            16.62014-2018
                                                            
                                                            
                                                            331.3
                                                            
                                                            
                                                            
                                                            97.7





98


Employee
Savings Plans


Great
Plains Energy has defined contribution savings plans (401(k)) that cover
substantially all employees.  Great Plains Energy matches employee
contributions, subject to limits.  The annual cost of the plans was
approximately $6.9 million, $5.0 million and $4.8 million in 2008, 2007 and
2006, respectively.  KCP&L’s annual cost of the plans was
approximately $5.8 million, $4.3 million and $4.1 million in 2008, 2007 and
2006, respectively.




Skill
Set Realignment (Deferral) Cost


In 2005
and early 2006, management undertook a process to assess, improve and reposition
the skill sets of employees for implementation of the Comprehensive Energy
Plan.  In 2006, Great Plains Energy and KCP&L recorded $9.4
million and $9.3 million, respectively, related to this process reflecting
severance, benefits and related payroll taxes provided to
employees.  In 2007, KCP&L received authorization from the MPSC
and KCC to defer $8.9 million in regulatory assets for these costs and amortize
them over five years for the Missouri jurisdictional portion and ten years for
the Kansas jurisdictional portion effective with new rates on January 1,
2008.




11.
            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, stock options, 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.  The maximum number of shares of Great Plains Energy common
stock that can be issued under the plan is 5.0 million.  Common stock
shares delivered by Great Plains Energy under the Long-Term Incentive Plan may
be authorized but unissued, held in the treasury or purchased on the open market
(including private purchases) in accordance with applicable securities
laws.  Great Plains Energy has a policy of delivering newly issued
shares, or shares surrendered by Long-Term Incentive Plan participants on
account of withholding taxes and held in treasury, or both, and does not expect
to repurchase common shares during 2009, to satisfy performance share payments,
stock option exercises and director deferred share unit conversion.




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 associated income tax
benefits.


2008
                                                                    
                                                                    
                                                                    2007
                                                                    
                                                                    
                                                                    2006Great
      Plains Energy
                                                                    
                                                                    (millions)Compensation
      expense
                                                                    
                                                                    $
                                                                    9.0
                                                                    
                                                                    
                                                                    $
                                                                    6.4
                                                                    
                                                                    
                                                                    $
                                                                    3.9Income
      tax benefits
                                                                    
                                                                    
                                                                    2.7
                                                                    
                                                                    
                                                                    
                                                                    2.1
                                                                    
                                                                    
                                                                    
                                                                    1.2KCP&LCompensation
      expense
                                                                    
                                                                    
                                                                    5.5
                                                                    
                                                                    
                                                                    
                                                                    4.3
                                                                    
                                                                    
                                                                    
                                                                    2.4Income
      tax benefits
                                                                    
                                                                    
                                                                    2.0
                                                                    
                                                                    
                                                                    
                                                                    1.4
                                                                    
                                                                    
                                                                    
                                                                    0.8


Performance
Shares


The
payment of performance shares is contingent upon achievement of specific
performance goals over a stated period of time as approved by the Compensation
and Development Committee of Great Plains Energy’s Board of
Directors.  The number of performance shares ultimately paid can vary
from the number of shares initially granted depending on Great Plains Energy’s
performance, based on external measures, over stated performance
periods.  Performance shares have a value equal to the market value of
the shares on the grant date with accruing dividends.  Compensation
expense, calculated by multiplying shares by the related grant-date fair value
related to performance shares, is recognized over the stated
period.




99


Performance
share activity for 2008 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, based on external measures, over stated performance
periods.


Performance
                                                                            Grant
      DateShares
                                                                            Fair
      Value*Beginning
      balance
                                                                            
                                                                            309,689
                                                                            
                                                                            
                                                                            $
                                                                            30.34Performance
      adjustment
                                                                            
                                                                            (71,616
                                                                            )Granted
                                                                            
                                                                            129,296
                                                                            
                                                                            
                                                                            
                                                                            26.22Issued
                                                                            
                                                                            (49,709
                                                                            )
                                                                            
                                                                            
                                                                            31.28Forfeited
                                                                            
                                                                            (3,149
                                                                            )
                                                                            
                                                                            
                                                                            32.87Ending
      balance
                                                                            
                                                                            314,511
                                                                            
                                                                            
                                                                            
                                                                            28.47*  weighted-average


At
December 31, 2008, the remaining weighted-average contractual term was 1.1
years.  The weighted-average grant-date fair value of shares granted
was $26.22, $32.00 and $28.20 in 2008, 2007 and 2006,
respectively.  At December 31, 2008, there was $3.2 million of total
unrecognized compensation expense, net of forfeiture rates, related to
performance shares granted under the Long-Term Incentive Plan, which will be
recognized over the remaining weighted-average contractual term.  The total
fair value of shares of common stock related to performance shares issued was
$1.6 million, $1.3 million and $0.3 million during 2008, 2007 and 2006,
respectively.




Restricted
Stock


Restricted
stock cannot be sold or otherwise transferred by the recipient prior to vesting
and has a value equal to the fair market value of the shares on the issue
date.  Restricted stock shares vest over a stated period of time with
accruing reinvested dividends.  Compensation expense, calculated by
multiplying shares by the related grant-date fair value related to restricted
stock, is recognized over the stated vesting period.  Restricted stock
activity for 2008 is summarized in the following table.


Nonvested
                                                                                                                    Grant
      DateRestricted
      stock
                                                                                                                    Fair
      Value*Beginning
      balance
                                                                                                                    
                                                                                                                    446,882
                                                                                                                    
                                                                                                                    
                                                                                                                    $
                                                                                                                    31.38Granted
      and issued
                                                                                                                    
                                                                                                                    88,064
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    26.09Vested
                                                                                                                    
                                                                                                                    (71,602
                                                                                                                    )
                                                                                                                    
                                                                                                                    
                                                                                                                    30.15Forfeited
                                                                                                                    
                                                                                                                    (4,548
                                                                                                                    )
                                                                                                                    
                                                                                                                    
                                                                                                                    32.87Ending
      balance
                                                                                                                    
                                                                                                                    458,796
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                    30.54*  weighted-average




At
December 31, 2008, the remaining weighted-average contractual term was 0.9
years.  The weighted-average grant-date fair value of shares granted
was $26.09, $31.93 and $28.22 during 2008, 2007 and 2006,
respectively.  At December 31, 2008, there was $5.3 million of total
unrecognized compensation expense, net of forfeiture rates, related to nonvested
restricted stock granted under the Long-Term Incentive Plan, which will be
recognized over the remaining weighted-average contractual term.  The total
fair value of shares vested was $2.2 million, $1.1 million and $0.8 million in
2008, 2007 and 2006, respectively.




100


Stock
Options


Granted
Under Long-Term Incentive Plan


Stock
options were granted under the plan during 2001-2003 at market value of the
shares on the grant date.  The options vested three years after the
grant date and expire in ten years if not exercised.  The fair value
for the stock options was estimated at the date of grant using the Black-Scholes
option-pricing model.  Compensation expense and accrued dividends
related to stock options were recognized over the stated vesting
period.





GMO
Acquisition


Prior GMO
stock options were converted to Great Plains Energy stock options upon
acquisition.




Stock
option activity under all plans for 2008 is summarized in the following
table.  All stock options are fully vested at December 31,
2008.


ExerciseStock
      Options
                                                                              
                                                                              Shares
                                                                              Price*Beginning
      balance
                                                                              
                                                                              
                                                                              109,472
                                                                              
                                                                              $
                                                                              25.52GMO
      acquisition
                                                                              
                                                                              
                                                                              465,901
                                                                              
                                                                              
                                                                              96.04Exercised
                                                                              
                                                                              
                                                                              (10,249
                                                                              )
                                                                              
                                                                              20.61Forfeited
      or expired
                                                                              
                                                                              
                                                                              (44,295
                                                                              )
                                                                              
                                                                              173.72Outstanding
      and exercisable at December 31
                                                                              
                                                                              
                                                                              520,829
                                                                              
                                                                              
                                                                              76.10*  weighted-average


The
weighted-average grant-date fair value of options exercised for 2008 was $20.61
per share.  The aggregate intrinsic value and cash received for
options exercised in 2008 was insignificant.  The following table
summarizes all outstanding and exercisable stock options as of December 31,
2008.




Outstanding
      and Exercisable OptionsWeighted
      AverageRemaining
                                                                                                                                                  
                                                                                                                                                  
                                                                                                                                                  WeightedExercise
                                                                                                                                                  
                                                                                                                                                  Number
      of
                                                                                                                                                  
                                                                                                                                                  
                                                                                                                                                  Contractual
      Life
                                                                                                                                                  
                                                                                                                                                  
                                                                                                                                                  AveragePrice
      Range
                                                                                                                                                  
                                                                                                                                                  Shares
                                                                                                                                                  
                                                                                                                                                  
                                                                                                                                                  in
      Years
                                                                                                                                                  
                                                                                                                                                  
                                                                                                                                                  Exercise
      Price$9.21
      - $11.64
                                                                                                                                                  
                                                                                                                                                  65,360
                                                                                                                                                  
                                                                                                                                                  
                                                                                                                                                  1.0
                                                                                                                                                  
                                                                                                                                                  
                                                                                                                                                  $
                                                                                                                                                  11.54$23.91
      - $27.73
                                                                                                                                                  
                                                                                                                                                  255,739
                                                                                                                                                  
                                                                                                                                                  
                                                                                                                                                  3.0
                                                                                                                                                  
                                                                                                                                                  
                                                                                                                                                  
                                                                                                                                                  24.60$121.90
      - $181.11
                                                                                                                                                  
                                                                                                                                                  161,560
                                                                                                                                                  
                                                                                                                                                  
                                                                                                                                                  0.8
                                                                                                                                                  
                                                                                                                                                  
                                                                                                                                                  
                                                                                                                                                  149.26$221.82
      - $251.86
                                                                                                                                                  
                                                                                                                                                  38,170
                                                                                                                                                  
                                                                                                                                                  
                                                                                                                                                  2.3
                                                                                                                                                  
                                                                                                                                                  
                                                                                                                                                  
                                                                                                                                                  221.97Total
                                                                                                                                                  
                                                                                                                                                  520,829
                                                                                                                                                  
                                                                                                                                                  
                                                                                                                                                  2.0


At
December 31, 2008, the aggregate intrinsic value of in the money outstanding and
exercisable options was $0.5 million.





Director
Deferred Share Units


Non-employee
directors receive shares of Great Plains Energy’s common stock as part of their
annual retainer.  Each director may elect to defer receipt of their
shares until the end of January in the year after they leave Great Plains
Energy’s Board of Directors.  Prior to 2008, there were no shares of
Great Plains Energy common stock issued to non-employee directors under Great
Plains Energy’s Long-Term Incentive Plan.  At December 31, 2008, there
were 7,588 shares of director deferred share units outstanding at a
weighted-average grant-date fair value of $27.94 per share.  The total
fair value of shares of director deferred share units issued was $0.2 million
for 2008.






101


12.
            SHORT-TERM
      BORROWINGS AND SHORT-TERM BANK LINES OF
CREDIT




Great
Plains Energy’s $400 Million Revolving Credit Facility


Great
Plains Energy’s $400 million revolving credit facility with a group of banks
expires in May 2011.  A default by Great Plains Energy or any of its
significant subsidiaries on other indebtedness totaling more than $25.0 million
is a default under the facility.  Under the terms of this agreement,
Great Plains Energy is required to maintain a consolidated indebtedness to
consolidated capitalization ratio, as defined in the agreement, not greater than
0.65 to 1.00 at all times.  At December 31, 2008, Great Plains Energy
was in compliance with this covenant.  At December 31, 2008, Great
Plains Energy had $30.0 million of outstanding cash borrowings with a
weighted-average interest rate of 1.22% and had issued letters of credit
totaling $34.9 million under the credit facility.  At December 31,
2007, Great Plains Energy had $42.0 million of outstanding cash borrowings with
a weighted-average interest rate of 5.44% and had issued letters of credit
totaling $98.6 million under the credit facility.




KCP&L’s
$600 Million Revolving Credit Facility


KCP&L’s
$600 million revolving credit facility with a group of banks to provide support
for its issuance of commercial paper and other general corporate purposes
expires in May 2011.  A default by KCP&L on other indebtedness
totaling more than $25.0 million is a default under the
facility.  Under the terms of the agreement, KCP&L is required to
maintain a consolidated indebtedness to consolidated capitalization ratio, as
defined in the agreement, not greater than 0.65 to 1.00 at all
times.  At December 31, 2008, KCP&L was in compliance with this
covenant.  At December 31, 2008, KCP&L had $380.2 million of
commercial paper outstanding, at a weighted-average interest rate of 5.34%,
$11.9 million of letters of credit outstanding and no outstanding cash
borrowings under the facility.  At December 31, 2007, KCP&L had
$365.8 million of commercial paper outstanding, at a weighted-average interest
rate of 5.92%, $11.9 million of letters of credit outstanding and no outstanding
cash borrowings under the facility.




GMO’s
$400 Million Revolving Credit Facility


In
September 2008, GMO entered into a new $400 million revolving credit facility
with a group of banks that expires in September 2011.  A default by
GMO or any of its significant subsidiaries on other indebtedness totaling more
than $25.0 million is a default under the facility.  Under the terms
of this agreement, GMO is required to maintain a consolidated indebtedness to
consolidated capitalization ratio, as defined in the agreement, not greater than
0.65 to 1.00 at all times.  At December 31, 2008, GMO was in
compliance with this covenant.  At December 31, 2008, GMO had $110.0
million of outstanding cash borrowings with a weighted-average interest rate of
1.22%, and had issued letters of credit totaling $1.2 million under the credit
facility.




GMO’s
$65 Million Revolving Credit Facility


GMO’s $65
million revolving credit facility expires in April 2009.  Borrowings
under this facility are secured by the accounts receivable generated by GMO’s
regulated utility operations.  A default by GMO on other indebtedness
totaling more than $40.0 million is a default under the
facility.  Under the terms of this agreement, GMO is required to
maintain a consolidated indebtedness to consolidated capitalization ratio, as
defined in the agreement not greater than 70% from October 1, 2008, until the
termination of the agreement.  GMO is required to maintain a ratio of
EBITDA to interest expense for the period October 1, 2008, to the termination of
the agreement, greater than 1.6 to 1.0.  At December 31, 2008, GMO was
in compliance with these covenants.  At December 31, 2008, GMO had
$64.0 million of outstanding cash borrowings with a weighted-average interest
rate of 2.16%.


102




13.
            LONG-TERM
      DEBT




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


December
      31Year
      Due
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  2008
                                                                                                                                                                                                                                                  2007KCP&L
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  (millions)General
      Mortgage Bonds4.90%*
      EIRR bonds
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  2012-2035
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                  158.8
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                  158.8Senior
      Notes6.50%
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  2011
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  150.0
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  150.05.85%
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  2017
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  250.0
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  250.06.375%
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  2018
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  350.0
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  -6.05%
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  2035
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  250.0
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  250.0Unamortized
      discount
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  (1.8
                                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  (1.9
                                                                                                                                                                                                                                                  )EIRR
      bonds4.65%
      Series 2005
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  2035
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  50.0
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  50.05.125%
      Series 2007A-1
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  2035
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  63.3
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  -5.00%
      Series 2007A-2
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  2035
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  10.0
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  -4.75%
      Series 2007A
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  73.35.375%
      Series 2007B
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  2035
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  73.2
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  73.24.90%
      Series 2008
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  2038
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  23.4
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  -Total
      KCP&L
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  1,376.9
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  1,003.4GMOFirst
      Mortgage Bonds9.44%
      Series
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  2009-2021
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  14.6
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  -Pollution
      Control Bonds5.85%
      SJLP Pollution Control
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  2013
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  5.6
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  -0.924%
      Wamego Series 1996
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  2026
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  7.3
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  -2.721%
      State Environmental 1993
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  2028
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  5.0
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  -Senior
      Notes7.625%
      Series
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  2009
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  68.5
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  -7.95%
      Series
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  2011
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  137.3
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  -7.75%
      Series
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  2011
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  197.0
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  -11.875%
      Series
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  2012
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  500.0
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  -8.27%
      Series
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  2021
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  80.9
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  -Fair
      Value Adjustment
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  117.5
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  -Medium
      Term Notes7.16%
      Series
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  2013
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  6.0
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  -7.33%
      Series
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  2023
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  3.0
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  -7.17%
      Series
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  2023
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  7.0
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  -Other
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  2009
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  1.1
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  -Current
      maturities
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  (70.7
                                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  -Total
      GMO
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  1,080.1
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  -Other
      Great Plains Energy6.875%
      Senior Notes
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  2017
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  100.0
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  100.0Unamortized
      discount
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  (0.4
                                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  (0.5
                                                                                                                                                                                                                                                  )7.74%
      Affordable Housing Notes
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  0.3Current
      maturities
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  (0.3
                                                                                                                                                                                                                                                  )Total
      Great Plains Energy excluding current maturities
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                  2,556.6
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                  1,102.9* Weighted-average
      interest rates at December 31,
2008.




103


Amortization
of Debt Expense


Great
Plains Energy’s and KCP&L’s amortization of debt expense is detailed in the
following table.


2008
                                                                                                                      
                                                                                                                      
                                                                                                                      2007
                                                                                                                      
                                                                                                                      
                                                                                                                      2006(millions)KCP&L
                                                                                                                      
                                                                                                                      $
                                                                                                                      1.6
                                                                                                                      
                                                                                                                      
                                                                                                                      $
                                                                                                                      1.6
                                                                                                                      
                                                                                                                      
                                                                                                                      $
                                                                                                                      1.9Other
      Great Plains Energy
                                                                                                                      
                                                                                                                      
                                                                                                                      1.0
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      1.0
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      0.7Total
      Great Plains Energy
                                                                                                                      
                                                                                                                      $
                                                                                                                      2.6
                                                                                                                      
                                                                                                                      
                                                                                                                      $
                                                                                                                      2.6
                                                                                                                      
                                                                                                                      
                                                                                                                      $
                                                                                                                      2.6


KCP&L
General Mortgage Bonds


KCP&L
has issued mortgage bonds under the General Mortgage Indenture and Deed of Trust
dated December 1, 1986, as supplemented.  The Indenture
creates a mortgage lien on substantially all of KCP&L’s utility
plant.  Mortgage bonds totaling $158.8 million securing Environmental
Improvement Revenue Refunding (EIRR) bonds were outstanding at
December 31, 2008 and 2007.




In 2008,
KCP&L remarketed the following series of EIRR bonds that were auction rate
securities, i.e. the interest rates were periodically reset through an auction
process:




·
            secured
      Series 1992 EIRR bonds maturing in 2017 totaling $31.0 million at a fixed
      rate of 5.25% through March 31,
2013,




·
            secured
      Series 1993A EIRR bonds maturing in 2023 totaling $40.0 million at a fixed
      rate of 5.25% through March 31, 2013,
and




·
            secured
      Series 1993B EIRR bonds maturing in 2023 totaling $39.5 million at a fixed
      rate of 5.00% through March 31,
2011.




KCP&L
Senior Notes


KCP&L
had $1.0 billion and $650.0 million, respectively, of outstanding unsecured
senior notes at December 31, 2008 and 2007.  As a result of amortizing
the gain recognized in other comprehensive income (OCI) on KCP&L’s 2005
Treasury Locks (T-Locks), the effective interest rate on KCP&L’s $250.0
million of 6.05% Senior Notes is 5.78%.  During 2007, KCP&L issued
$250.0 million of 5.85% unsecured Senior Notes, maturing in 2017.  As
a result of amortizing the gain recognized in OCI on KCP&L’s 2006 Forward
Starting Swaps (FSS), the effective interest rate on KCP&L’s 5.85% Senior
Notes is 5.72%.




In March
2008, KCP&L issued $350.0 million of 6.375% unsecured Senior Notes, maturing
in 2018.  As a result of amortizing the loss recognized in OCI on
KCP&L’s 2007 T-Locks, the effective interest rate on KCP&L’s $350.0
million of 6.375% Senior Notes is 7.49%.




KCP&L
EIRR Bonds


KCP&L
had $219.9 million and $196.5 million of unsecured EIRR bonds outstanding at
December 31, 2008 and 2007, respectively.




104


In 2008,
KCP&L remarketed the following auction rate EIRR bonds:




·
            unsecured
      Series 2007B EIRR bonds maturing in 2035 totaling $73.2 million at a fixed
      rate of 5.375% through March 31, 2013,
and




·
            unsecured
      Series 2007A EIRR bonds maturing in 2035 into two series: Series 2007A-1
      totaling $63.3 million at a fixed rate of 5.125% through March 31, 2011
      and Series 2007A-2 totaling $10.0 million at a fixed rate of 5.00% through
      March 31, 2010.




After
these remarketing activities and those described under KCP&L General
Mortgage Bonds, none of KCP&L’s EIRR bonds remain in auction rate
mode.




In May
2008, KCP&L’s Series 2008 EIRR bonds totaling $23.4 million maturing in 2038
were issued.  Proceeds of the bonds will be used to pay for a portion
of the costs at the Iatan Nos. 1 and 2 projects included in KCP&L’s
Comprehensive Energy Plan.  The proceeds were deposited with a
trustee, and will be used to reimburse KCP&L for qualifying
expenditures.  At December 31, 2008, KCP&L had received $13.4
million in cash proceeds and had a $10.0 million short-term receivable for the
proceeds that were deposited with the trustee.  The bonds have an
initial long-term interest rate of 4.90% until June 30, 2013.  At the
end of the initial long-term interest rate period, the bonds are subject to
mandatory tender; however, KCP&L is not obligated to pay the purchase price
of the bonds on the mandatory tender date.  If the bonds are not
successfully remarketed, the bonds will bear interest at a daily rate equal to
10% per annum until all the bonds are successfully remarketed.




KCP&L
Municipal Bond Insurance Policies


KCP&L’s
EIRR Bonds Series 2007A-1, 2007A-2 and 2007B totaling $146.5 million are covered
by a municipal bond insurance policy issued by Financial Guaranty Insurance
Company (FGIC).  The insurance agreement between KCP&L and FGIC
provides for reimbursement by KCP&L for any amounts that FGIC pays under the
municipal bond insurance policy.  The insurance policy is in effect
for the term of the bonds.  The policy also restricts the amount of
secured debt KCP&L may issue.  In the event KCP&L issues debt
secured by liens not permitted by the agreement or resulting in the aggregate
amount of outstanding general mortgage bonds exceeding 10% of total
capitalization, KCP&L is required to issue and deliver collateral to FGIC,
in the form of first mortgage bonds or similar securities, equal in principal
amount to the principal amount of the EIRR Bonds Series 2007A-1, 2007A-2 and
2007B then outstanding.




KCP&L’s
secured 1992 Series EIRR bonds totaling $31.0 million, secured Series 1993A and
1993B EIRR bonds totaling $79.5 million, and secured and unsecured EIRR Bonds
Series 2005 totaling $35.9 million and $50.0 million, respectively, are covered
by a municipal bond insurance policy between KCP&L and Syncora Guarantee
Inc. (formerly XL Capital Assurance, Inc.) (Syncora).  The insurance
agreements between KCP&L and Syncora provide for reimbursement by KCP&L
for any amounts that Syncora pays under the municipal bond insurance
policies.  The insurance policies are in effect for the term of the
bonds.  The insurance agreements contain a covenant that the
indebtedness to total capitalization ratio of KCP&L and its consolidated
subsidiaries will not be greater than 0.68 to 1.00.  At December 31,
2008, KCP&L was in compliance with this covenant.  KCP&L is
also restricted from issuing additional bonds under its General Mortgage
Indenture if, after giving effect to such additional bonds, the proportion of
secured debt to total indebtedness would be more than 75%, or more than 50% if
the long term rating for such bonds by Standard & Poor’s or Moody’s
Investors Service would be at or below A- or A3, respectively.  The
insurance agreement covering the unsecured EIRR Bond Series 2005 also requires
KCP&L to provide collateral to Syncora in the form of $50.0 million of
general mortgage bonds for KCP&L’s obligations under the insurance agreement
in the event KCP&L issues general mortgage bonds (other than refunding of
outstanding general mortgage bonds) resulting in the aggregate amount of
outstanding general mortgage bonds exceeding 10% of total
capitalization.  In the event of a default under the insurance
agreements, Syncora may take any available legal or equitable action against
KCP&L, including seeking specific performance of the covenants.




105


GMO
First Mortgage Bonds


GMO has
issued mortgage bonds under the General Mortgage Indenture and Deed of Trust
dated April 1, 1946, as supplemented.  The Indenture creates
a mortgage lien on substantially all of GMO’s St. Joseph Light & Power
division utility plant.  Mortgage bonds totaling $14.6 million were
outstanding at December 31, 2008.




GMO
Senior Notes


The fair
value adjustment for GMO represents the $133.3 million adjustment, net of
current period amortization of $15.8 million, to record GMO’s debt related to
the 11.875% series and 7.75% series Senior Notes, that are not reflected in
electric retail rates as of the acquisition date, at estimated fair
value.  The increase in the fair value of the debt will be amortized
as a reduction to interest expense over the remaining life of the individual
debt issues.  Amortization for 2009, 2010, 2011 and 2012 is estimated
at $32.8 million, $34.6 million, $33.8 million and $16.3 million,
respectively.




Other
Great Plains Energy Long-Term Debt


During
2007, Great Plains Energy issued $100.0 million of 6.875% unsecured Senior
Notes, maturing in 2017.  As a result of amortizing the loss
recognized in OCI on Great Plains Energy’s 2007 T-Locks, the effective interest
rate on Great Plains Energy’s 6.875% Senior Notes is 7.33%.




Scheduled
Maturities


Great
Plains Energy's and KCP&L's long-term debt maturities for the next five
years are detailed in the following table.


2009
                                                                                                                
                                                                                                                
                                                                                                                2010
                                                                                                                
                                                                                                                
                                                                                                                2011
                                                                                                                
                                                                                                                
                                                                                                                2012
                                                                                                                
                                                                                                                
                                                                                                                2013(millions)KCP&L
                                                                                                                
                                                                                                                $
                                                                                                                -
                                                                                                                
                                                                                                                
                                                                                                                $
                                                                                                                -
                                                                                                                
                                                                                                                
                                                                                                                $
                                                                                                                150.0
                                                                                                                
                                                                                                                
                                                                                                                $
                                                                                                                12.4
                                                                                                                
                                                                                                                
                                                                                                                $
                                                                                                                -Great
      Plains Energy
                                                                                                                
                                                                                                                
                                                                                                                70.7
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                1.1
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                485.4
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                513.5
                                                                                                                
                                                                                                                
                                                                                                                
                                                                                                                12.7





14.
            COMMON
      SHAREHOLDERS’ EQUITY




Great
Plains Energy has an effective shelf registration statement for the sale of
unspecified amounts of securities with the Securities and Exchange Commission
(SEC) that was filed and became effective in May 2006.




On August
14, 2008, Great Plains Energy entered into a Sales Agency Financing Agreement
with BNY Mellon Capital Markets, LLC (BNYMCM).  Under the terms of the
agreement, Great Plains Energy may offer and sell up to 8,000,000 shares of its
common stock from time to time through BNYMCM, as agent, for a period of no more
than three years.  The Company will pay BNYMCM a commission equal to
1% of the sales price of all shares sold under the agreement.  As of
December 31, 2008, 189,300 shares had been sold for $3.5 million in net proceeds
through BNYMCM.




Treasury
shares are held for future distribution upon issuance of shares in conjunction
with the Company’s Long-Term Incentive Plan.




Great
Plains Energy has 4.0 million shares of common stock registered with the SEC for
its Dividend Reinvestment and Direct Stock Purchase Plan.  The plan
allows for the purchase of common shares by reinvesting dividends or making
optional cash payments.  Great Plains Energy can issue new shares or
purchase shares on the open market for the Plan.  At December 31,
2008, 0.3 million shares remained available for future issuances.




Great
Plains Energy has 12.3 million shares of common stock registered with the SEC
for a defined contribution savings plan.  Shares issued under the
plans may be either newly issued shares or shares purchased in the open
market.  At December 31, 2008, 2.6 million shares remained available
for future issuances.




Great
Plains Energy’s Articles of Incorporation contain a restriction related to the
payment of dividends in the event common equity falls to 25% of total
capitalization.  If preferred stock dividends are not declared and
paid


106


when
scheduled, Great Plains Energy could not declare or pay common stock dividends
or purchase any common shares.  If the unpaid preferred stock
dividends equal four or more full quarterly dividends, the preferred
shareholders, voting as a single class, could elect the smallest number of
Directors necessary to constitute a majority of the full Board of
Directors.  Under the Federal Power Act, KCP&L can only pay
dividends out of retained or current earnings.  Under stipulations
with the MPSC and KCC, Great Plains Energy and KCP&L have committed to
maintain consolidated common equity of not less than 30% and 35%, respectively,
of total capitalization.




Great
Plains Energy made capital contributions to KCP&L of $200.0 million and
$94.0 million in 2008 and 2007, respectively.  These contributions
were made to fund Comprehensive Energy Plan projects.  At
December 31, 2008, KCP&L’s capital contributions from Great Plains
Energy totaled $828.6 million and are reflected in common stock on the KCP&L
balance sheet.




15.
            PREFERRED
      STOCK




At
December 31, 2008, 1.6 million shares of Cumulative No Par Preferred Stock,
390,000 shares of Cumulative Preferred Stock, $100 par value and 11.0 million
shares of no par Preference Stock were authorized under Great Plains Energy’s
Articles of Incorporation.  All of the 390,000 authorized shares of
Cumulative Preferred Stock are issued and outstanding.  Great Plains
Energy has the option to redeem the $39.0 million of issued Cumulative Preferred
Stock at prices ranging from 101% to 103.7% of par value.  If Great
Plains Energy voluntarily files for dissolution or liquidation, the Cumulative
Preferred Stock holders are entitled to receive the redemption
prices.  If a proceeding for dissolution or liquidation is filed
against Great Plains Energy, the Cumulative Preferred Stock holders are entitled
to receive the $100 par value per share plus accrued and unpaid
dividends.




16.
            COMMITMENTS
      AND CONTINGENCIES




Environmental
Matters


The
Company is subject to regulation by federal, state and local authorities with
regard to air quality and other environmental matters primarily through
KCP&L’s and GMO’s operations.  The generation, transmission and
distribution of electricity produces and requires proper management and disposal
of certain hazardous products and wastes that are subject to these laws and
regulations.  In addition to imposing extensive and continuing
compliance obligations, these laws and regulations authorize the imposition of
substantial penalties for noncompliance, including fines, injunctive relief and
other sanctions.  Failure to comply with these laws and regulations
could have a material adverse effect on KCP&L and Great Plains
Energy.  KCP&L and GMO seek to use current environmental
technology.




It is
possible that federal or relevant state or local legislation could be enacted to
address global climate change.  Such legislation could mandate
measures to measure, control or reduce the emission of greenhouse gases, such as
CO2,
which are created in the combustion of fossil fuels.  In addition,
there could be national and/or additional state or local mandates to produce a
minimum percentage of electricity from renewable forms of energy, such as
wind.  While the Company believes future legislation and/or regulation
addressing these matters is likely, the timing, requirements and impact of such
potential legislation including the cost to obtain and install new equipment to
achieve compliance, cannot be reasonably estimated at this time, but such
legislation could have the potential for a significant financial and operational
impact on KCP&L and GMO.  KCP&L and GMO would seek recovery of
capital costs and expenses for such compliance through rate increases; however,
there can be no assurance that such rate increases would be
granted.




107


The
following tables contain current estimates of Great Plains Energy’s and
KCP&L’s capital expenditures (exclusive of AFUDC and property taxes) to
comply with the current version of the Clean Air Interstate Rule (CAIR), and
BART, including accelerated environmental upgrade expenditures outlined in
KCP&L’s Comprehensive Energy Plan.  As discussed below, CAIR has
been remanded to the EPA, but remains in effect until the EPA issues rules
consistent with the court’s order or until the court takes further
action.  It is not possible to project what rules the EPA may issue as
a result of this remand, when the rules may be issued, or the costs associated
with such rules.  The actual cost of compliance with any future rules,
and with BART, may be significantly different from the cost estimates provided
in the following tables.  The allocation between states is based on
location of the facilities and has no bearing as to recovery in jurisdictional
rates.




Great
      Plains EnergyClean
      Air Estimated Environmental Expenditures(a)
                                                                                                  Missouri
                                                                                                  
                                                                                                  Kansas
                                                                                                  Total(millions)CAIR
                                                                                                  $417
                                                                                                  -
                                                                                                  443
                                                                                                  $
                                                                                                  
                                                                                                  -
                                                                                                  
                                                                                                  $417
                                                                                                  -
                                                                                                  443Incremental
      BART
                                                                                                  245
                                                                                                  -
                                                                                                  424
                                                                                                  
                                                                                                  654
                                                                                                  -
                                                                                                  797
                                                                                                  899
                                                                                                  -
                                                                                                  1,221Less:
      expenditures through December 31, 2008
                                                                                                  
                                                                                                  (412)
                                                                                                  
                                                                                                  
                                                                                                  
                                                                                                  -
                                                                                                  
                                                                                                  
                                                                                                  (412)Estimated
      remaining required environmental expenditures
                                                                                                  $250
                                                                                                  -
                                                                                                  455
                                                                                                  $
                                                                                                  654
                                                                                                  -
                                                                                                  797
                                                                                                  $904
                                                                                                  -
                                                                                                  1,252


KCP&LClean
      Air Estimated Environmental Expenditures(b)
                                                                                                      Missouri
                                                                                                      
                                                                                                      Kansas
                                                                                                      Total(millions)CAIR
                                                                                                      $330
                                                                                                      -
                                                                                                      350
                                                                                                      $
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      $330
                                                                                                      -
                                                                                                      350Incremental
      BART
                                                                                                      148
                                                                                                      -
                                                                                                      311
                                                                                                      
                                                                                                      625
                                                                                                      -
                                                                                                      764
                                                                                                      773
                                                                                                      -
                                                                                                      1,075Less:
      expenditures through December 31, 2008
                                                                                                      
                                                                                                      (257)
                                                                                                      
                                                                                                      
                                                                                                      
                                                                                                      -
                                                                                                      
                                                                                                      
                                                                                                      (257)Estimated
      remaining required environmental expenditures
                                                                                                      $221
                                                                                                      -
                                                                                                      404
                                                                                                      $
                                                                                                      625
                                                                                                      -
                                                                                                      764
                                                                                                      $846
                                                                                                      -
                                                                                                      1,168(a)
      The
      amounts include KCP&L's and GMO's portion of the cost of projects at
      jointly-owned units.(b)
      The
      amounts include KCP&L's portion of the cost of projects at
      jointly-owned
units.


The
potential capital costs of the Collaboration Agreement provisions relating to
NOx,
sulfuric acid mist, SO2 and
particulate emission limits at Iatan and LaCygne generating stations are within
the overall estimated capital cost ranges disclosed above.  However,
the tables do not reflect potential costs relating to other laws, including
potential laws regarding the control of mercury emissions (discussed below), and
also do not reflect costs relating to additional wind generation, energy
efficiency and other CO2 emission
offsets contemplated by the Collaboration Agreement.  Costs relating
to the additional wind generation and energy efficiency investments that are
subject to regulatory approval cannot be reasonably estimated at this
time.  The tables do not reflect the non-capital costs KCP&L and
GMO incur on an ongoing basis to comply with environmental laws, which may in
the future increase due to the implementation of the Comprehensive Energy Plan
and KCP&L’s and GMO’s ongoing compliance with current or future
environmental laws.  For instance, the potential costs relating to the
additional offset of approximately 711,000 tons of CO2 emissions
by the end of 2012 under the Collaboration Agreement cannot be reasonably
estimated at this time.  KCP&L continues to evaluate the available
operational and capital resource alternatives, and will select the most
cost-effective mix of actions to achieve this additional
offset.  KCP&L expects to seek recovery of the costs associated
with the Collaboration Agreement through rate increases; however, there can be
no assurance that such rate increases would be granted.




Clean
Air Interstate Rule


The CAIR
requires reductions in SO2 and
NOx
emissions in 28 states, including Missouri.  The reduction in both
SO2
and NOx emissions
is set to be accomplished through establishment of permanent statewide caps for
NOx
effective January 1, 2009, and SO2 effective
January 1, 2010.  More restrictive caps are scheduled to become
effective January 1, 2015.  KCP&L’s and GMO’s fossil
fuel-fired plants located in Missouri are subject to CAIR, while their fossil
fuel-fired plants in Kansas are not.




108
 On July
11, 2008, the D.C. Circuit Court of Appeals vacated CAIR in its entirety and
remanded the matter to the EPA to promulgate a new rule consistent with its
opinion.  The EPA and others sought rehearing of the Court’s
decision.  On December 23, 2008, the Court denied all petitions for
rehearing and issued an order remanding CAIR to the EPA to revise the rule
consistent with its July 2008 order.  The CAIR thus remains in effect
pending future EPA or court action.





EPA’s
future revisions to CAIR could result in a rule that requires greater emission
reductions, imposes an earlier compliance deadline, changes or eliminates the
NOx
fuel factor adjustment, includes additional states (including Kansas), does not
allow for emissions reductions to be obtained through interstate allowance
trading, or the use of the Acid Rain Program SO2
allowances, or imposes other requirements not yet known, any of which could
significantly increase compliance costs, including the capital expenditures
noted in the preceding tables.  Great Plains Energy and KCP&L
cannot predict the outcome of the EPA’s revisions to CAIR, but such revisions
could have a significant effect on Great Plains Energy’s results of operations,
financial position and cash flows.





KCP&L
and GMO expect to meet the emissions reductions required by CAIR at their
Missouri plants through a combination of pollution control capital projects and
the purchase of emission allowances as needed.  Some of the control
technology for SO2 and
NOx
could also aid in the control of mercury.  CAIR currently establishes
a market-based cap-and-trade program with an emission allowance
allocation.  Facilities demonstrate compliance with CAIR by holding
sufficient allowances for each ton of SO2 and
NOx
emitted in any given year.  KCP&L and GMO are currently allowed to
utilize unused SO2 emission
allowances that they have either accumulated during previous years of the Acid
Rain Program or purchased to meet the more stringent CAIR
requirements.  At December 31, 2008, KCP&L had accumulated unused
SO2
emission allowances sufficient to support over 94,000 tons of SO2 emissions
(enough to support expected requirements under the current CAIR for the
foreseeable future) under the provisions of the Acid Rain program, which are
recorded in inventory at zero cost.  KCP&L is permitted to sell
excess SO2 emission
allowances in accordance with KCP&L’s Comprehensive Energy Plan as approved
by the MPSC and KCC.  At December 31, 2008, GMO had accumulated unused
SO2
emission allowances sufficient to support just over 32,000 tons of SO2 emissions
(enough to support expected requirements under the current CAIR through 2011),
which it has received under the Acid Rain Program or purchased, which are
recorded in inventory at average cost.





Analysis
of the current CAIR rule indicates that NOx and
SO2
control may be required for KCP&L’s Montrose Station and GMO’s Sibley and
Lake Road Stations in Missouri, in addition to the environmental upgrades at
Iatan No. 1 included in the Comprehensive Energy Plan.  NOx and
SO2
control for KCP&L’s Montrose Station and GMO’s Sibley and Lake Road Stations
may be achieved under CAIR through a combination of pollution control equipment
and the use or purchase of emission allowances as needed.  As required
by the Collaboration Agreement, an interim status report was completed in 2008
to update progress on underlying studies.  An assessment of the
potential future use of Montrose Station, including without limitation,
retiring, re-powering and upgrading the units will be completed in
2009.




Best
Available Retrofit Technology Rule


The EPA
BART rule directs state air quality agencies to identify whether
visibility-reducing emissions from sources subject to BART are below limits set
by the state or whether retrofit measures are needed to reduce
emissions.  BART applies to specific eligible facilities including
KCP&L’s LaCygne Nos. 1 and 2 in Kansas, KCP&L’s Iatan No. 1, in which
GMO has an 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’s Jeffrey Unit Nos. 1
and 2 in Kansas, in which GMO has an 8% interest.  Initially, in
Missouri, compliance with CAIR will be compliance with BART for individual
sources.  Depending on how and when the EPA revises CAIR in response
to the court’s order, the timing of installation of environmental control
equipment and the availability of SO2emission
allowances, the estimated required environmental expenditures presented in the
table above could shift from CAIR to incremental BART for
Missouri.  Neither Missouri nor Kansas has received EPA approval for
their BART plans.  In the Collaboration Agreement, KCP&L agreed to
seek a consent agreement, which it has done, with the Kansas Department of
Health and Environment (KDHE) incorporating limits for stack particulate matter
emissions, as


109


well as
limits for NOx and
SO2
emissions at its LaCygne Station that will be below the presumptive limits under
BART.  KCP&L further agreed to use its best efforts to install
emission control technologies to reduce those emissions from the LaCygne Station
prior to the required compliance date under BART, but in no event later than
June 1, 2015.  KCP&L further agreed to issue requests for proposal
for equipment required to comply with BART by December 31, 2008, requesting that
construction commence by December 31, 2010, and has done so.




New
Source Review


The Clean
Air Act 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 May 2008, KCP&L received a subpoena from a federal
grand jury seeking documents relating to capital projects at Iatan No.
1.  KCP&L expects to complete the delivery of responsive documents
by early March 2009.  KCP&L believes that it is in compliance in all
material respects with all relevant laws and regulations; however, the ultimate
outcome of these grand jury activities or possible civil or administrative
proceedings regarding capital projects at Iatan No. 1 and other coal units
cannot presently be determined, nor can the liability that could potentially
result from a negative outcome presently be reasonably
estimated.  There is no assurance these costs, if any, could be
recovered in rates.




In
January 2004, Westar Energy, Inc. (Westar) received notification from the EPA
alleging that it had violated new source review requirements and Kansas
environmental regulations by making modifications to the Jeffrey Energy Center
without obtaining the proper permits.  The Jeffrey Energy Center is a
coal-fired plant located in Kansas that 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.  On February 4, 2009, the Attorney
General of the United States filed a complaint against Westar alleging that it
violated the Clean Air Act and related federal and state regulations by making
major modifications to the Jeffrey Energy Center beginning in 1994 without first
obtaining appropriate permits authorizing this construction and without
installing and operating best available control technology to control
emissions.  At this time (although no settlement has been reached), it
is possible that Westar could be required to make significant capital and other
expenditures to install and operate new emission control systems at the Jeffrey
Energy Center, surrender emission allowances, interrupt or shut-down operations
at the Jeffrey Energy Center, apply for new or modified permits, audit Jeffrey
Energy Center operations, otherwise mitigate any harm to public health and the
environment resulting from the alleged violations, and pay a civil penalty of up
to $37,500 per day for each violation.




The
ultimate outcome of any of the above matters cannot presently be determined, nor
can the costs and other liabilities that could potentially result from a
negative outcome presently be reasonably estimated.  There is no
assurance these costs, if any, could be recovered in rates and failure to
recover such costs could have a significant adverse effect on Great Plains
Energy’s or KCP&L’s results of operations, financial position and cash
flows.




Mercury
Emissions


The EPA
Clean Air Mercury Rule (CAMR) regulated mercury emissions from coal-fired power
plants located in 48 states, including Kansas and Missouri, under the Clean Air
Act.  In February 2008, a court vacated and remanded CAMR back to the
EPA and the rule is effectively void.  In May 2008, petitions for
rehearing of the matter by the full court were denied.  Petitions for
review by the Supreme Court were filed by the EPA and an industry
group.  In February 2009, the Supreme Court denied the industry
group’s petition for review and the EPA withdrew is petition for
review.  It is likely that the EPA will develop maximum achievable
control technology (MACT) standards for mercury emissions.  These MACT
standards, if adopted, could impact both KCP&L’s and GMO’s new and existing
facilities.  In January 2009, the EPA issued a memorandum stating that
new electric steam generating units (EGUs) that began construction while the
CAMR was effective are subject to a new source MACT determination on a
case-by-case basis.  This is an outcome of the D.C. Court of Appeals’
vacatur of both the CAMR and contemporaneously promulgated rule removing EGUs
from MACT requirements.  Iatan No. 2 is an affected EGU.  It
is currently not known how this memorandum will impact the permitting
requirements for Iatan Station, but it is possible a MACT determination may be
required and may ultimately


110


impose
additional emission control equipment and permit limits.  The
estimated required environmental expenditures presented in the tables above do
not reflect any amounts for compliance with the vacated CAMR or possible MACT
standards because management cannot predict the outcome of further judicial,
administrative or regulatory actions or their financial or operational effects
on Great Plains Energy and KCP&L.  However, such actions could
have a significant effect on Great Plains Energy’s and KCP&L’s results of
operations, financial position and cash flows.




Greenhouse
Gases


Many
bills concerning the reduction of emissions of greenhouse gases, including
CO2,are
being debated at the federal and state levels, and some initial steps toward
definitive regulation have been taken, all with various compliance dates and
reduction strategies.  At the federal level, it is anticipated that
due to the outcome of the 2008 election, additional greenhouse gas bills will be
introduced in Congress and legislation ultimately enacted, but when and to what
extent such legislation will regulate CO2 cannot be
determined at this time.  Even if there are no new Congressional
mandates, the EPA is considering several issues which may lead to increased
regulation of greenhouse gases under the existing Clean Air
Act.  First, the U.S. Supreme Court has determined that the EPA has
statutory authority to regulate CO2from new
motor vehicles if the EPA forms a judgment that such emissions contribute to
climate change.  If the EPA forms such a judgment, as currently
anticipated, it may ultimately regulate other sources of CO2, which may
include KCP&L and GMO facilities.  In July 2008, the EPA issued an
advance notice of proposed rulemaking seeking public comment on the
ramifications of regulating greenhouse gas emissions under the Clean Air
Act.  In December 2008, the EPA issued an interpretive memo declaring
that CO2 is not
currently subject to regulation under the Federal Prevention of Significant
Deterioration (PSD) permit program; although, this will not prevent PSD
regulation of CO2 if the EPA
promulgates regulations establishing Clear Air Act emission limitations or
standards for CO2.  In
addition, the EPA announced in February 2009 that it plans to reconsider the
interpretive memo and publish a related notice of rulemaking in the near
future.  The EPA’s reconsideration of the memo may result in a
differing interpretation of the Clean Air Act and PSD
requirements.  At the state level, the governor of Kansas supports
mandatory renewable energy portfolio standards, and bills that would establish
such standards have been introduced in the 2009 Kansas
Legislature.  The KDHE has indicated that it intends to engage
industries and stakeholders to establish goals for reducing CO2 emissions
and strategies to achieve those goals.  In the November 2008 Missouri
general election, voters passed an initiative requiring at least 2% of the
electricity generated by Missouri investor-owned utilities (including KCP&L
and GMO) to come from renewable resources, such as wind, solar, biomass and
hydropower by 2011 and that 15% come from such sources by
2021.  Additionally, in November 2007, governors from six Midwestern
states, including Kansas and Missouri, signed the Midwestern Greenhouse Gas
Reduction Accord, which has established the goal of reducing member states’
greenhouse gas emissions to 15% to 20% below 2005 levels by 2020, and 60% to 80%
below 2005 levels by 2050.  Approximately 2% of KCP&L’s 2009
generation is expected to come from wind generation.




Greenhouse
gas regulation has the potential for a significant financial and operational
impact on KCP&L and GMO in connection with achieving compliance with limits
that may be established.  However, the financial and operational
consequences to Great Plains Energy and KCP&L cannot be determined until
final legislation is passed or regulations enacted.  Management will
continue to monitor the progress of relevant bills and
regulations.  As previously discussed, KCP&L has entered into a
Collaboration Agreement that includes various provisions regarding wind
generation, energy efficiency and other CO2offsets.




Ozone


In June
2007, monitor data indicated that the Kansas City area violated the primary
eight-hour ozone national ambient air quality standard
(NAAQS).  Missouri and Kansas have implemented the responses
established in the maintenance plans for control of ozone.  The
responses in both states do not require additional controls at KCP&L’s and
GMO’s generation facilities beyond the currently proposed controls for CAIR and
BART.  The EPA has various options over and above the implementation
of the maintenance plans for control of ozone to address a confirmed
violation.  These options include, but are not limited to, designating
the area “non-attainment” and requiring a new regulatory plan to reduce
emissions or leaving the designation unchanged, but


111


still
requiring a new regulatory plan.  At this time, management is unable
to predict how the EPA will respond or how that response will impact KCP&L’s
and GMO’s operations.  However, the EPA’s response could have a
significant effect on Great Plains Energy's and KCP&L's results of
operations, financial position and cash flows.




On March
12, 2008, the EPA significantly strengthened its NAAQS for ground-level
ozone.  The EPA is revising the primary eight-hour ozone standard,
designed to protect public health, to a level of 0.075 parts per million
(ppm).  The EPA is also strengthening the secondary eight-hour ozone
standard to the level of 0.075 ppm making it identical to the revised primary
standard.  The previous primary and secondary standards, set in 1997,
were effectively 0.084 ppm.




By March
2009, states are required to make recommendations for areas to be designated
attainment and nonattainment.  The Missouri Department of Natural
Resources (MDNR) and KDHE have issued draft determinations that the Kansas City
area is a nonattainment area.  By March 2010, the EPA will make final
designations of attainment and nonattainment areas.  By 2013, states
must submit state implementation plans outlining how states will reduce ozone to
meet the standards in nonattainment areas.  Although the impact on
KCP&L’s and GMO’s operations will not be known until after the final
nonattainment designations and the state implementation plans are submitted, it
could have a significant effect on Great Plains Energy’s and KCP&L’s results
of operations, financial position and cash flows.




Sulfuric
Acid Mist BACT Analysis – Iatan Station


As a
requirement of the Iatan Station air permit and the Collaboration Agreement,
KCP&L submitted a best available control technology (BACT) analysis for
sulfuric acid mist to MDNR in June 2007.  MDNR conducted its own BACT
analysis and determined the final emission limit in October
2008.  Management believes the final emission limit is achievable
based on emission guarantees associated with the currently proposed emission
control equipment for Iatan Nos. 1 and 2.




Water
Use Regulations


The Clean
Water Act (Act) establishes standards for cooling water intake
structures.  The EPA had previously issued regulations pursuant to
Section 316(b) of the Act regarding cooling water intake
structures.  Subsequent to an appellate court ruling, the EPA
suspended the regulations and is engaged in further rulemaking on this
matter.  In April 2008, the Supreme Court agreed to hear an appeal on
the issue of whether the Act authorized the EPA to compare costs with benefits
in determining the best technology available for minimizing adverse
environmental impact at cooling water intake structures.  At this
time, management is unable to predict the outcome of this proceeding, how the
EPA will respond or how that response will impact KCP&L’s and GMO’s
operations.




KCP&L
holds a permit from the MDNR covering water discharge from its Hawthorn
Station.  The permit authorizes KCP&L, among other things, to
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.  The outcome could also affect the terms of water permit
renewals at KCP&L’s Iatan and Montrose Stations and at GMO’s Sibley and Lake
Road Stations.




112


Environmental
Remediation


Some
federal and state laws hold current and previous owners or operators of real
property, and any person who arranges for the disposal or treatment of hazardous
substances at a property, liable for the costs of cleaning up contamination at
or migrating from such real property, even if they did not know of and were not
responsible for such contamination.  Certain such 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
biphenyls (PCBs), 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
December 31, 2008 and 2007, KCP&L had $0.3 million accrued for environmental
remediation expenses.  The accrual covers ground water monitoring at a
former MGP site.  At December 31, 2008, Great Plains Energy had $0.5
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 accrued were
established on an undiscounted basis and Great Plains Energy and KCP&L do
not currently have an estimated time frame over which the accrued amounts may be
paid.




In
addition to the $0.5 million accrual above, at December 31, 2008, Great Plains
Energy had $2.0 million accrued for the future investigation and remediation of
certain additional GMO identified MGP sites, PCB 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.  There are also additional costs that are considered to be
less likely but still “reasonably possible” to be incurred at these
sites.  Based upon the results of studies at these sites and knowledge
and review of potential remedial actions, it is reasonably possible that these
additional costs could exceed the estimate by approximately $1.3
million.  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.




GMO has
pursued recovery from insurance carriers and other potentially responsible
parties.  As a result of a settlement with an insurance carrier,
approximately $2.1 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.




Contractual
Commitments


Great
Plains Energy’s and KCP&L’s expenses related to lease commitments are
detailed in the following table.


2008
                                                                  
                                                                  
                                                                  2007
                                                                  
                                                                  
                                                                  2006(millions)KCP&L
                                                                  
                                                                  $
                                                                  18.1
                                                                  
                                                                  
                                                                  $
                                                                  17.3
                                                                  
                                                                  
                                                                  $
                                                                  17.6Great
      Plains Energy (a)
                                                                  
                                                                  
                                                                  20.7
                                                                  
                                                                  
                                                                  
                                                                  18.6
                                                                  
                                                                  
                                                                  
                                                                  18.9(a)
      Includes
      insignificant amounts related to discontinued operations.





113


Great
Plains Energy’s and KCP&L’s contractual commitments at December 31, 2008,
excluding pensions and long-term debt, are detailed in the following
tables.




Great
      Plains Energy2009
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            2010
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            2011
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            2012
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            2013
                                                                                                                                                                            
                                                                                                                                                                            After
      2013
                                                                                                                                                                            
                                                                                                                                                                            TotalLease
      commitments
                                                                                                                                                                            
                                                                                                                                                                            (millions)Operating
      lease
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            18.3
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            16.7
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            15.9
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            15.6
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            14.2
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            167.3
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            248.0Capital
      lease
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            0.2
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            0.3
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            0.3
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            0.3
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            0.3
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            5.4
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            6.8Purchase
      commitmentsFuel
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            186.2
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            170.8
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            90.6
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            74.6
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            84.9
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            147.7
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            754.8Purchased
      capacity
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            33.5
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            29.6
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            19.9
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            14.1
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            13.1
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            11.7
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            121.9Comprehensive
      Energy Plan
                                                                                                                                                                            
                                                                                                                                                                            376.2
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            74.3
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            450.5Non-regulated
      natural gastransportation
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            5.5
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            5.5
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            5.0
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            2.6
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            2.6
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            8.2
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            29.4Other
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            70.3
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            27.4
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            13.4
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            7.5
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            7.3
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            37.1
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            163.0Total
      contractual commitments
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            690.2
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            324.6
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            145.1
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            114.7
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            122.4
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            377.4
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            1,774.4


KCP&L2009
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          2010
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          2011
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          2012
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          2013
                                                                                                                                                                          
                                                                                                                                                                          After
      2013
                                                                                                                                                                          
                                                                                                                                                                          TotalLease
      commitments
                                                                                                                                                                          
                                                                                                                                                                          (millions)Operating
      lease
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          14.0
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          13.1
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          12.3
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          12.0
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          12.0
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          155.8
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          219.2Capital
      lease
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          0.2
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          0.2
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          0.2
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          0.2
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          0.2
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          3.4
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          4.4Purchase
      commitmentsFuel
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          126.7
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          127.8
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          72.0
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          57.4
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          67.7
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          147.7
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          599.3Purchased
      capacity
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          8.6
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          6.3
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          4.7
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          4.7
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          3.7
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          7.2
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          35.2Comprehensive
      Energy Plan
                                                                                                                                                                          
                                                                                                                                                                          376.2
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          74.3
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          -
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          -
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          -
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          -
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          450.5Other
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          64.1
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          24.4
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          10.4
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          4.5
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          4.3
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          21.8
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          129.5Total
      contractual commitments
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          589.8
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          246.1
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          99.6
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          78.8
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          87.9
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          335.9
                                                                                                                                                                          
                                                                                                                                                                          
                                                                                                                                                                          $
                                                                                                                                                                          1,438.1


Great
Plains Energy has sublease income of $4.9 million for the years 2009-2013 and
$0.5 million in total thereafter.  Lease commitments end in
2032.  Operating lease commitments include rail cars to serve
jointly-owned generating units where KCP&L is the managing
partner.  KCP&L will be reimbursed by the other owners for
approximately $2.0 million per year ($18.2 million total) of the amounts
included in the table above.





Fuel
commitments consist of commitments for nuclear fuel, coal, coal transportation
and natural gas.  KCP&L and GMO purchase capacity from other
utilities and nonutility suppliers.  Purchasing capacity provides the
option to purchase energy if needed or when market prices are
favorable.  KCP&L has capacity sales agreements not included above
that total $11.2 million per year for 2009 through 2011, $6.9 million in 2012
and $1.6 million in 2013.  Comprehensive Energy Plan represents
contractual commitments for projects included in KCP&L’s Comprehensive
Energy Plan including jointly owned units.  KCP&L expects to be
reimbursed by other owners, including GMO, for their respective share of Iatan
No. 2 and environmental retrofit costs included in the Comprehensive Energy Plan
contractual commitments.  Non-regulated natural gas transportation
consists of MPS Merchant’s commitments.  Other represents individual
commitments entered into in the ordinary course of business.





114


17.
            LEGAL
      PROCEEDINGS




Kansas
City Power & Light Company v. Union Pacific Railroad Company


In
October 2005, KCP&L filed a rate complaint case with the Surface
Transportation Board (STB) charging that Union Pacific Railroad Company’s (Union
Pacific) rates for transporting coal from the Powder River Basin (PRB) in
Wyoming to KCP&L’s Montrose Station are unreasonably high.  Prior
to the end of 2005, the rates were established under a contract with Union
Pacific.  Efforts to extend the term of the contract were unsuccessful
and Union Pacific is the only service for coal transportation from the PRB to
Montrose Station.  KCP&L charged that Union Pacific possesses
market dominance over the traffic and requested the STB prescribe maximum
reasonable rates.




On May
16, 2008, the STB found that the rates Union Pacific charged on coal movement
from the PRB to KCP&L’s Montrose Station exceeded the maximum reasonable
rate of 180% of variable costs.  Consequently, the STB prescribed a
maximum reasonable rate of 180% of variable costs until the end of
2015.  Additionally, the STB ordered reparations to be paid, with
interest, for coal deliveries made from January 1, 2006 through the date a new
rate is established.  In the third quarter of 2008, KCP&L received
approximately $3 million for reparations and interest for 2006 coal deliveries,
which was recorded as a regulatory liability to be refunded to retail
customers.  Reparations for subsequent periods cannot be calculated at
this time because actual costs for the period have not been
finalized.  Union Pacific did not appeal the decision.




KCP&L
Hawthorn No. 5 Litigation


KCP&L
received reimbursement for the 1999 Hawthorn No. 5 boiler explosion under a
property damage insurance policy with Travelers Property Casualty Company of
America (Travelers).  Travelers filed suit in the U.S. District Court
for the Eastern District of Missouri in November 2005, against National Union
Fire Insurance Company of Pittsburgh, Pennsylvania, (National Union) and
KCP&L was added as a defendant in June 2006.  The case was
subsequently transferred to the U.S. District Court for the Western District of
Missouri.  Travelers sought recovery of $10 million that KCP&L
recovered through subrogation litigation.  On July 24, 2008, the Court
held that Travelers is not entitled to any recovery from
KCP&L.  Travelers has the right to appeal this decision, although
no appeal has been filed at this time.




KCP&L
Spent Nuclear Fuel and Radioactive Waste


In 2004,
KCP&L and the other two Wolf Creek owners filed suit against the United
States in the U.S. Court of Federal Claims seeking an unspecified amount of
monetary 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.  Approximately
sixty-five other similar cases were filed with that court, a few of which have
settled.  To date, the court has rendered final decisions in several
of the cases, most of which are on appeal now.  The Wolf Creek case is
on a court-ordered stay until further order of the court to allow for some of
the earlier cases to be decided first by an appellate court.  Another
Federal appellate court has already determined that the government breached its
obligation to begin accepting spent fuel for disposal.  The questions
now before the court in the pending cases are whether and to what extent the
utilities are entitled to monetary damages for that breach.




Weinstein
v. KLT Telecom


Richard
D. Weinstein (Weinstein) filed suit against KLT Telecom Inc. (KLT Telecom) in
September 2003 in the Circuit Court of St. Louis County,
Missouri.  KLT Telecom acquired a controlling interest in DTI
Holdings, Inc. (Holdings) in February 2001 through the purchase of approximately
two-thirds of the Holdings stock held by Weinstein.  In connection
with that purchase, KLT Telecom entered into a put option in favor of Weinstein,
which granted Weinstein an option to sell to KLT Telecom his remaining shares of
Holdings stock.  The put option provided for an aggregate exercise
price for the remaining shares equal to their fair market value with an
aggregate floor amount of $15 million and was exercisable between September 1,
2003, and August 31, 2005.  In June 2003, the stock of Holdings was
cancelled and extinguished pursuant to the joint Chapter 11 plan confirmed by
the Bankruptcy Court.  In September 2003, Weinstein delivered a notice
of exercise of his claimed rights under the put
option.  KLT Telecom rejected the notice of exercise, and Weinstein
filed suit alleging breach of


115


contract.  Weinstein
sought damages of at least $15 million, plus statutory interest.  In
March 2008, the parties settled this matter for an amount less than the $15
million reserve recorded in 2001 and Great Plains Energy released the remaining
reserve resulting in $3.4 million of after-tax income.




GMO
Price Reporting Litigation


In
response to complaints of manipulation of the California energy market, in 2002
FERC issued an order 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 $8.1 million in refunds.  MPS Merchant
estimates that it is entitled to an additional $14 million in refunds under the
standards FERC has used in this case.  However, various parties
appealed the FERC order to the United States Court of Appeals for the Ninth
Circuit seeking review of a number of issues, including changing the refund
period to include periods prior to October 2, 2000.  MPS Merchant
was a net seller of power during the period prior to October 2,
2000.  If FERC ultimately includes that period, MPS Merchant could be
found to owe refunds.  On August 2, 2006, the U.S. Court of Appeals
for 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 period prior to October 2, 2000, and
imposing a remedy for any such violations.  The court remanded the
matter to FERC to determine whether tariff violations occurred and, if so, the
appropriate remedy.  In March 2008, FERC issued an order declining to
order refunds for the period prior to October 2, 2000.  That order has
been appealed to the U.S. Court of Appeals for the Ninth Circuit.  In
addition, FERC initiated a docket, generally referred to as the Pacific
Northwest refund proceeding, to determine if any refunds were warranted related
to the potential impact of the California market issues on buyers in the Pacific
Northwest between December 25, 2000, and June 20, 2001.  The City of
Seattle has claimed that MPS Merchant owes the city a $4.1 million
refund.  The ultimate outcome of these matters cannot be
predicted.




On
October 6, 2006, the MPSC filed suit in the Circuit Court of Jackson County,
Missouri against 18 companies, including GMO and MPS Merchant alleging that the
companies manipulated natural gas prices through the misreporting of natural gas
trade data and, therefore, violated Missouri antitrust laws.  The suit
does not specify alleged damages and was filed on behalf of all local
distribution gas companies in Missouri who bought and sold natural gas from June
2000 to October 2002.  The defendants’ motions to dismiss the case
were granted in January 2009.  The MPSC has appealed the dismissal to
the Missouri Court of Appeals for the Western District of Missouri.




GMO
South Harper Peaking Facility


GMO
constructed a 315 MW natural gas power plant and related substation in an
unincorporated area of Cass County, Missouri.  Cass County and local
residents filed suit claiming that county approval was required to construct the
project.  In April 2008, GMO entered into an agreement with Cass
County pursuant to which it filed and Cass County approved a land use
application for the South Harper facilities.  GMO entered into a final
settlement agreement with the members of StopAquila.org, an unincorporated
association of approximately 100 individuals who opposed the facilities, and has
settled all seven of the original private lawsuits filed by Cass County
residents alleging that the facilities constitute a public and private
nuisance.  In August 2008, a law took effect that grants the MPSC the
authority to retroactively approve the development and construction of the South
Harper facilities.  GMO has filed an application with the MPSC and
reached a stipulation and agreement with the parties.  The stipulation
and agreement is pending MPSC decision.




GMO
Coal Supply Litigation


In the
spring of 2005, one of GMO’s coal suppliers, C.W. Mining, terminated a
long-term, fixed price coal supply agreement allegedly because of a force
majeure event.  GMO incurred significant costs procuring replacement
coal and disputed that the supplier was entitled to terminate the
contract.  GMO filed a lawsuit against the supplier in federal court
in Salt Lake City and the trial was held in February 2007.  On October
29, 2007, the United States District
Court for the District of Utah, Central Division held that C.W. Mining's
performance under the coal


116


contract
was not excused by a force majeure event and awarded GMO $24.8 million in
damages.  In order to preserve and recover on its claim, on January 8,
2008, GMO participated in the filing of an involuntary Chapter 11 bankruptcy
petition against C.W. Mining in the United States Bankruptcy Court in Salt Lake
City, Utah.  In September 2008, the Bankruptcy Court granted GMO’s
motions for partial summary judgment, effectively putting C.W. Mining into
bankruptcy.  In July 2008, parties affiliated with C.W. Mining filed
suit against GMO, alleging that GMO’s efforts to collect on its judgment
constituted conversion, abuse of process, intentional interference with economic
relations and civil conspiracy, asserting $217 million in damages and requesting
punitive damages.  In October 2008, the plaintiffs dismissed this suit
without prejudice.  The underlying judgment was affirmed by the
10th
Circuit Court of Appeals on November 7, 2008.  On November 11, 2008,
GMO’s Motion to Appoint a Trustee was granted.




Everest
Minority Shareholder Litigation


Minority
shareholders of a former subsidiary of GMO brought suit against GMO in Circuit
Court in St. Charles County, Missouri, asserting that they are entitled to put
their shares to GMO for approximately $5 million because the subsidiary failed
to obtain 30,000 customers by the end of 2004.  Under the put
agreement, if there was a dispute regarding the customer count, it was to be
resolved by an audit firm.  GMO has paid $2.3 million to the minority
shareholders under related market-based put provisions.  The audit
firm issued a report stating that the customer count was
met.  Discovery in this case is continuing.




18.
            GUARANTEES




In the
ordinary course of business, Great Plains Energy and certain of its subsidiaries
enter into various agreements providing financial or performance assurance to
third parties on behalf of certain subsidiaries.  Such agreements
include, for example, guarantees and indemnification of letters of
credit.  These agreements are entered into primarily to support or
enhance the creditworthiness otherwise attributed to a subsidiary on a
stand-alone basis, thereby facilitating the extension of sufficient credit to
accomplish the subsidiaries’ intended business purposes.  The majority
of these agreements guarantee the Company’s own future performance, so a
liability for the fair value of the obligation is not recorded.  At
December 31, 2008, Great Plains Energy has provided $1,144.6 million of credit
support for certain subsidiaries as follows:




·
            Great
      Plains Energy letters of credit totaling $4.0 million to KCP&L
      counterparties, which expire in
2009,




·
            Great
      Plains Energy direct guarantees to GMO counterparties totaling $88.9
      million, which expire in 2009,




·
            Great
      Plains Energy letters of credit totaling $30.9 million to GMO
      counterparties, which expire in 2009,
and




·
            Great
      Plains Energy guarantee of GMO long-term debt totaling $1,020.8 million,
      which includes debt with maturity dates ranging from
      2009-2023.





At
December 31, 2008, KCP&L had guaranteed, with a maximum potential of $1.9
million, energy savings under an agreement with a customer that expires over the
next two years.  A subcontractor would indemnify KCP&L for any
payments made by KCP&L under this guarantee.  This guarantee was
entered into before December 31, 2002; therefore, a liability was not recorded
in accordance with FIN No. 45, “Guarantor's Accounting and Disclosure
Requirements for Guarantees, Including Guarantees of Indebtedness of
Others.”





117


19.
            RELATED
      PARTY TRANSACTIONS AND
RELATIONSHIPS




KCP&L
and GMO receive various support and administrative services from
Services.  These services are billed at cost, based on payroll and
other expenses, incurred by Services for the benefit of KCP&L and
GMO.  These costs totaled $13.0 million, $14.9 million and $18.5
million for 2008, 2007 and 2006, respectively, for KCP&L and $2.4 million in
2008 for GMO.  These costs consisted primarily of employee
compensation, benefits and fees associated with various professional
services.  In December 2008, employees and assets of Services were
transferred to KCP&L.  KCP&L employees manage GMO’s business
and operate its facilities at cost.  These costs totaled $41.0 million
since the July 14, 2008, acquisition of GMO.  Additionally, KCP&L
and GMO engage in wholesale electricity transactions with each
other.  At December 31, 2007, KCP&L’s balance sheet reflects a
note payable from HSS to Great Plains Energy of $0.6 million.  The
following table summarizes KCP&L’s related party receivables and
payables.


December
      312008
                            
                            
                            
                            2007(millions)Receivable
      from GMO
                            
                            $
                            23.7
                            
                            
                            
                            $
                            -Receivable
      (payable) from/to Great Plains Energy
                            
                            
                            (1.2
                            )
                            
                            
                            
                            10.5Payable
      to MPS Merchant
                            
                            
                            (3.4
                            )
                            
                            
                            
                            -Receivable
      (payable) from/to Services
                            
                            
                            4.8
                            
                            
                            
                            
                            (1.8
                            )Deferred
      credits - other - payable to Services
                            
                            
                            -
                            
                            
                            
                            
                            (1.5
                            )


20.
            DERIVATIVE
      INSTRUMENTS




The
Company is 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 the Company’s operating results.  The risk
management activities, including the use of derivative instruments, are subject
to the management, direction and control of an internal risk management
committee.  Management’s interest rate risk management strategy uses
derivative instruments to adjust the Company’s liability portfolio to optimize
the mix of fixed and floating rate debt within an established
range.  In addition, the Company uses 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 expense caused by commodity price volatility.  Counterparties
to commodity derivatives and interest rate swap agreements expose the Company 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 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.




Interest
Rate Risk Management


Forward
Starting Swaps


In July
2007, Great Plains Energy entered into three FSS, with a total notional amount
of $250.0 million, to hedge against interest rate fluctuations on future
issuances of long-term debt.  The FSS were designed to effectively
remove most of the interest rate uncertainty and, to the extent that swap
spreads correlate with credit spreads, some degree of credit spread uncertainty
with respect to the debt to be issued, thereby enabling Great Plains Energy to
predict with greater assurance its future interest costs on that
debt.  The FSS were originally for anticipated financing related to
the GMO acquisition and treated as an economic hedge.  Due to a change
in financing plans, during the second quarter of 2008, Great Plains Energy
redesignated the FSS from an economic hedge (non-hedging derivative) to a cash
flow hedge.  Prior to the redesignation, the change in the fair value
of the FSS increased interest expense by $9.2 million year to date June 30,
2008.  Subsequent to the redesignation,


118


the FSS
are accounted for as cash flow hedges and the fair value is recorded as a
current asset or liability with an offsetting entry to OCI, to the extent the
hedges are effective, until the forecasted transaction occurs.  No
ineffectiveness has been recorded on the FSS since June 30, 2008.  Due
to another change in financing plans, Great Plains Energy assigned the FSS to
KCP&L.  The pre-tax gain or loss on the FSS recorded to OCI will
be reclassified to interest expense over the life of the future debt
issuance.




Treasury
Locks


In 2007,
Great Plains Energy entered into three T-Locks, with a notional amount of $350.0
million, to hedge against interest rate fluctuations on the U.S. Treasury rate
component on future issuances of long-term debt.  Following a change
in financing plans, Great Plains Energy assigned the T-Locks to
KCP&L.  In the first quarter of 2008, KCP&L issued $350.0
million 10-year long-term debt and the T-Locks settled simultaneously with the
issuance of this long-term fixed rate debt.  The T-Locks were
accounted for as cash flow hedges and KCP&L’s interest expense for 2008
includes a loss of $0.7 million due to ineffectiveness of the cash flow
hedge.  A pre-tax loss of $39.1 million was recorded to OCI and is
being reclassified to interest expense over the life of the 10-year
debt.  In 2008, $3.3 million of the loss has been reclassified from
OCI to interest expense.  At December 31, 2008, KCP&L had $35.8
million recorded in accumulated OCI for the T-Locks.




In 2006,
Great Plains Energy entered into a T-Lock to hedge against interest rate
fluctuations on an anticipated $100.0 million 10-year long-term debt
issuance.  In the first quarter of 2007, Great Plains Energy allowed
the T-Lock to expire while the terms of the debt offering were re-evaluated and
the resulting $0.1 million loss was recorded to interest expense as cash flow
ineffectiveness.




Commodity
Risk Management


KCP&L’s
risk management policy is to use derivative instruments 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 December 31, 2008, KCP&L has hedged 31% and 3%,
respectively, of its 2009 and 2010 projected natural gas usage for retail load
and firm MWh sales, primarily by utilizing futures contracts and financial
instruments.  The fair values of these instruments are recorded as
current assets or current liabilities with an offsetting entry to OCI for the
effective portion of the hedge.  To the extent the hedges are not
effective, the ineffective portion of the change in fair market value is
recorded currently in fuel expense.




KCP&L
uses derivative instruments to mitigate its exposure to market price
fluctuations on a portion of the projected fuel oil purchases to meet the
startup requirements for Iatan No. 2.  At December 31, 2008, KCP&L
has hedged 15% of the projected fuel oil purchases for the startup of Iatan No.
2 utilizing futures contracts.  The fair values of these instruments
are recorded as current assets or current liabilities with an offsetting entry
to OCI for the effective portion of the hedge.




GMO’s
price risk policy is to use derivative instruments to mitigate price exposure to
natural gas price volatility in the market.  This program extends
multiple years and the mark-to-market value of the portfolio relates to
financial contracts that will settle against actual purchases of natural gas and
purchased power in 2008 through 2010.  At December 31, 2008, GMO had
financial contracts in place to hedge approximately 65% and 4% of the expected
on-peak natural gas and natural gas equivalent purchased power price exposure
for 2009 and 2010, respectively.  In connection with GMO’s 2005
Missouri electric rate case, it was agreed that these contracts would be
recognized into the cost of sales when they settle.  The settlement
cost is a component of the energy cost included in GMO’s Missouri fuel
adjustment clause.  A regulatory asset has been recordedto reflect the change
in the timing of recognition authorized by the MPSC.  To the extent
that 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 manages the daily delivery of its remaining contractual commitments 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 trading energy contracts,
both physical and financial, at fair


119


value in
accordance with SFAS No. 133.  Changes in fair value are recorded in
the consolidated statements of income in non-operating income and on the
consolidated balance sheets in derivative assets or liabilities.




The
notional and recorded fair values of the companies’ open positions for
derivative instruments are summarized in the following table.  The
fair values of these derivatives are recorded on the consolidated balance
sheets.


December
      312008
                                              
                                              
                                              
                                              2007Notional
                                              
                                              
                                              
                                              
                                              
                                              
                                              NotionalContract
                                              
                                              
                                              Fair
                                              
                                              
                                              
                                              Contract
                                              
                                              
                                              
                                              
                                              FairAmount
                                              
                                              
                                              Value
                                              
                                              
                                              
                                              Amount
                                              
                                              
                                              
                                              
                                              ValueGreat
      Plains Energy
                                              
                                              (millions)Swap
      contractsCash
      flow hedges
                                              
                                              $
                                              0.7
                                              
                                              
                                              $
                                              (0.2
                                              )
                                              
                                              
                                              $
                                              5.5
                                              
                                              
                                              
                                              
                                              $
                                              0.7Non-hedging
      derivatives
                                              
                                              
                                              46.2
                                              
                                              
                                              
                                              (7.4
                                              )
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              
                                              
                                              -Forward
      contractsCash
      flow hedges
                                              
                                              
                                              4.5
                                              
                                              
                                              
                                              0.6
                                              
                                              
                                              
                                              
                                              1.4
                                              
                                              
                                              
                                              
                                              
                                              -Non-hedging
      derivatives
                                              
                                              
                                              317.3
                                              
                                              
                                              
                                              7.8
                                              
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              
                                              
                                              -Option
      contractsNon-hedging
      derivatives
                                              
                                              
                                              28.2
                                              
                                              
                                              
                                              0.2
                                              
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              
                                              
                                              -Anticipated
      debt issuanceForward
      starting swap
                                              
                                              
                                              250.0
                                              
                                              
                                              
                                              (80.1
                                              )
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              
                                              
                                              -Treasury
      lock
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              
                                              350.0
                                              
                                              
                                              
                                              
                                              
                                              (28.0
                                              )Non-hedging
      derivatives
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              
                                              250.0
                                              
                                              
                                              
                                              
                                              
                                              (16.4
                                              )KCP&LSwap
      contractsCash
      flow hedges
                                              
                                              
                                              0.7
                                              
                                              
                                              
                                              (0.2
                                              )
                                              
                                              
                                              
                                              5.5
                                              
                                              
                                              
                                              
                                              
                                              0.7Forward
      contractsCash
      flow hedges
                                              
                                              
                                              4.5
                                              
                                              
                                              
                                              0.6
                                              
                                              
                                              
                                              
                                              1.4
                                              
                                              
                                              
                                              
                                              
                                              -Anticipated
      debt issuanceForward
      starting swap
                                              
                                              
                                              250.0
                                              
                                              
                                              
                                              (80.1
                                              )
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              
                                              
                                              -Treasury
      lock
                                              
                                              
                                              -
                                              
                                              
                                              
                                              -
                                              
                                              
                                              
                                              
                                              350.0
                                              
                                              
                                              
                                              
                                              
                                              (28.0
                                              )




120


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


Great
      Plains Energy
                                                                                                                      
                                                                                                                      
                                                                                                                      KCP&LDecember
      31
                                                                                                                      
                                                                                                                      
                                                                                                                      December
      312008
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      2007
                                                                                                                      
                                                                                                                      
                                                                                                                      2008
                                                                                                                      
                                                                                                                      
                                                                                                                      2007(millions)Current
      assets
                                                                                                                      
                                                                                                                      $
                                                                                                                      13.7
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      $
                                                                                                                      14.6
                                                                                                                      
                                                                                                                      
                                                                                                                      $
                                                                                                                      13.7
                                                                                                                      
                                                                                                                      
                                                                                                                      $
                                                                                                                      14.6Current
      liabilities
                                                                                                                      
                                                                                                                      
                                                                                                                      (94.6
                                                                                                                      )
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      (31.0
                                                                                                                      )
                                                                                                                      
                                                                                                                      
                                                                                                                      (90.5
                                                                                                                      )
                                                                                                                      
                                                                                                                      
                                                                                                                      (26.6
                                                                                                                      )Deferred
      income taxes
                                                                                                                      
                                                                                                                      
                                                                                                                      31.5
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      6.2
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      29.9
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      4.5Assets
      of discontinued operations
                                                                                                                      
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      31.0
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      -Liabilities
      of discontinued operations
                                                                                                                      
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      (16.9
                                                                                                                      )
                                                                                                                      
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      -Deferred
      income taxes, included in assetsand
      liabilities of discontinued operations
                                                                                                                      
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      (5.8
                                                                                                                      )
                                                                                                                      
                                                                                                                      
                                                                                                                      -
                                                                                                                      
                                                                                                                      
                                                                                                                      
                                                                                                                      -Total
                                                                                                                      
                                                                                                                      $
                                                                                                                      (49.4
                                                                                                                      )
                                                                                                                      
                                                                                                                      
                                                                                                                      $
                                                                                                                      (1.9
                                                                                                                      )
                                                                                                                      
                                                                                                                      $
                                                                                                                      (46.9
                                                                                                                      )
                                                                                                                      
                                                                                                                      $
                                                                                                                      (7.5
                                                                                                                      )


Great
Plains Energy’s accumulated OCI in the table above at December 31, 2008,
includes $3.9 million that is expected to be reclassified to expenses over the
next twelve months.  KCP&L’s accumulated OCI includes $3.2 million
that is expected to be reclassified to expense over the next twelve
months.




The
amounts reclassified to expenses are summarized in the following
table.


2008
                                                                                                        
                                                                                                        
                                                                                                        2007
                                                                                                        
                                                                                                        
                                                                                                        2006Great
      Plains Energy
                                                                                                        
                                                                                                        (millions)Fuel
      expense
                                                                                                        
                                                                                                        $
                                                                                                        (2.3
                                                                                                        )
                                                                                                        
                                                                                                        $
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        $
                                                                                                        -Interest
      expense
                                                                                                        
                                                                                                        
                                                                                                        2.8
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        (0.4
                                                                                                        )
                                                                                                        
                                                                                                        
                                                                                                        (0.4
                                                                                                        )Income
      taxes
                                                                                                        
                                                                                                        
                                                                                                        (0.2
                                                                                                        )
                                                                                                        
                                                                                                        
                                                                                                        0.1
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        0.2Income
      (loss) from discontinued operationsPurchased
      power expense
                                                                                                        
                                                                                                        
                                                                                                        (106.1
                                                                                                        )
                                                                                                        
                                                                                                        
                                                                                                        83.7
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        54.6Income
      taxes
                                                                                                        
                                                                                                        
                                                                                                        43.8
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        (34.2
                                                                                                        )
                                                                                                        
                                                                                                        
                                                                                                        (22.6
                                                                                                        )OCI
                                                                                                        
                                                                                                        $
                                                                                                        (62.0
                                                                                                        )
                                                                                                        
                                                                                                        $
                                                                                                        49.2
                                                                                                        
                                                                                                        
                                                                                                        $
                                                                                                        31.8KCP&LFuel
      expense
                                                                                                        
                                                                                                        $
                                                                                                        (2.3
                                                                                                        )
                                                                                                        
                                                                                                        $
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        $
                                                                                                        -Interest
      expense
                                                                                                        
                                                                                                        
                                                                                                        2.5
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        (0.6
                                                                                                        )
                                                                                                        
                                                                                                        
                                                                                                        (0.4
                                                                                                        )Income
      taxes
                                                                                                        
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        0.2
                                                                                                        
                                                                                                        
                                                                                                        
                                                                                                        0.2OCI
                                                                                                        
                                                                                                        $
                                                                                                        0.2
                                                                                                        
                                                                                                        
                                                                                                        $
                                                                                                        (0.4
                                                                                                        )
                                                                                                        
                                                                                                        $
                                                                                                        (0.2
                                                                                                        )





121


21.
            FAIR
      VALUE MEASUREMENTS




Great
Plains Energy and KCP&L adopted SFAS No. 157, “Fair Value Measurements”
effective January 1, 2008.  This statement defines fair value,
establishes a framework for measuring fair value in GAAP and expands disclosures
about fair value measurements.  The statement does not require any new
fair value measurements but provides guidance on how to measure fair value when
required.  SFAS No. 157 also emphasizes that fair value is a
market-based measurement, not an entity-specific measurement, and sets out a
fair value hierarchy with the highest priority being quoted prices in active
markets.




SFAS No.
157 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.  SFAS No. 157 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 Company measurements within the levels is
as follows:




Level 1 –
Unadjusted quoted prices for identical assets or liabilities in active markets
that the Company has access to at the measurement date.  Assets
categorized within this level consist of Great Plains Energy’s various exchange
traded derivative instruments and equity and certain U.S. Treasury securities
that are actively traded within KCP&L’s decommissioning trust fund and GMO’s
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 and liabilities categorized within this level
consist of KCP&L’s and Great Plains Energy’s various non-exchange traded
derivative instruments traded in over-the-counter markets and debt securities
and certain U.S. Agency securities within KCP&L’s decommissioning trust fund
GMO’s SERP rabbi trust fund.




Level 3 –
Unobservable inputs, reflecting the Company’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 and mortgage-backed securities within KCP&L’s
decommissioning trust fund for which sufficiently observable market data is not
available to corroborate the valuation inputs.




122


The
following table includes Great Plains Energy’s and KCP&L’s balances of
financial assets and liabilities measured at fair value on a recurring basis at
December 31, 2008.


Fair
      Value Measurements UsingDescription
                                                                                                                                                                                                                                                                                                                                                                                                                                December
      31 2008
                                                                                                                                                                                                                                                                                                                                                                                                                                FIN
      No. 39
                                                                                                                                                                                                                                                                                                                                                                                                                                  Netting(c)
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                Quoted
      Prices in Active Markets for Identical Assets
                                                                                                                                                                                                                                                                                                                                                                                                                                  (Level
      1)
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                Significant
      Other Observable Inputs
                                                                                                                                                                                                                                                                                                                                                                                                                                  (Level
      2)
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                Significant
      Unobservable Inputs
                                                                                                                                                                                                                                                                                                                                                                                                                                  (Level
      3)KCP&L
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                (millions)AssetsDerivative
      instruments (a)
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                                                                                                                                                0.6
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                                                                                                                                                0.6
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                                                                                                                                                -Nuclear
      decommissioning trust (b)
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                95.2
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                52.9
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                35.5
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                6.8Total
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                95.8
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                52.9
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                36.1
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                6.8LiabilitiesDerivative
      instruments (a)
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                80.3
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                80.3
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                -Total
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                                                                                                                                                80.3
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                                                                                                                                                80.3
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                                                                                                                                                -Other
      Great Plains EnergyAssetsDerivative
      instruments (a)
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                                                                                                                                                17.2
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                                                                                                                                                (0.7
                                                                                                                                                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                                                                                                                                                3.2
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                                                                                                                                                10.9
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                                                                                                                                                3.8SERP
      rabbi trust (b)
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                6.7
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                0.2
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                6.5
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                -Total
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                23.9
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                (0.7
                                                                                                                                                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                3.4
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                17.4
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                3.8LiabilitiesDerivative
      instruments (a)
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                5.9
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                (11.4
                                                                                                                                                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                10.1
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                7.2
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                -Total
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                                                                                                                                                5.9
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                                                                                                                                                (11.4
                                                                                                                                                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                                                                                                                                                10.1
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                                                                                                                                                7.2
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                                                                                                                                                -Great
      Plains EnergyAssetsDerivative
      instruments (a)
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                                                                                                                                                17.8
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                                                                                                                                                (0.7
                                                                                                                                                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                                                                                                                                                3.2
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                                                                                                                                                11.5
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                                                                                                                                                3.8Nuclear
      decommissioning trust (b)
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                95.2
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                52.9
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                35.5
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                6.8SERP
      rabbi trust (b)
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                6.7
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                0.2
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                6.5
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                -Total
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                119.7
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                (0.7
                                                                                                                                                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                56.3
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                53.5
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                10.6LiabilitiesDerivative
      instruments (a)
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                86.2
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                (11.4
                                                                                                                                                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                10.1
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                87.5
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                -Total
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                                                                                                                                                86.2
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                                                                                                                                                (11.4
                                                                                                                                                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                                                                                                                                                10.1
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                                                                                                                                                87.5
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                                                                                                                                                -(a)
      The
      fair value of derivative instruments is estimated using market quotes, net
      of estimated credit risk.  Upon adoption ofSFAS
      No. 157, the Company's own credit risk has been incorporated into the
      valuation of derivative liabilities.This
      had no impact to Great Plains Energy or KCP&L.(b)
      Fair
      value is based on quoted market prices of the investments held by the fund
      and/or valuation models.  The total does not include
      cashand
      cash equivalents, which are not subject to the fair value requirements of
      SFAS No. 157.(c)
      Represents
      the difference between derivative contracts in an asset or liability
      position presented on a net basis by counterpartyon
      the consolidated balance sheet where a master netting agreement exists
      between the Company and the counterparty.At
      December 31, 2008, Great Plains Energy netted $10.7 million of cash
      collateral posted with
counterparties.




123


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
2008.


Fair
      Value Measurements Using Significant Unobservable Inputs (Level
      3)KCP&L
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            Other
      Great Plains Energy
                                                                                                                                                                            
                                                                                                                                                                            Great
      Plains EnergyNuclearDecommissioning
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            DerivativeDescription
                                                                                                                                                                            
                                                                                                                                                                            Trust
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            Instruments
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            Total(millions)Balance
      January 1, 2008
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            6.5
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            22.4
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            28.9GMO
      acquisition July 14, 2008
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            6.6
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            6.6Total
      realized/unrealized gains or (losses)Included
      in regulatory liability
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            (1.0)
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            (1.0)Included
      in non-operating income
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            (1.8)
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            (1.8)Purchase,
      issuances, and settlements
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            (2.5)
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            (1.0)
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            (3.5)Transfers
      in and/or out of Level 3
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            3.8
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            (16.4)
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            (12.6)Discontinued
      operations
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            (6.0)
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            (6.0)Balance
      December 31, 2008
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            6.8
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            3.8
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            10.6Total
      unrealized gains and (losses) included in non-operatingincome
      relating to assets and liabilities still on theconsolidated
      balance sheet at December 31, 2008
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            -
                                                                                                                                                                            
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            (2.3)
                                                                                                                                                                            
                                                                                                                                                                            $
                                                                                                                                                                            (2.3)


KCP&L’s
level 3 activity consists of mortgage-backed securities held by KCP&L’s
decommissioning trust fund.  Other Great Plains Energy’s level 3
activity consists almost entirely of forward physical derivative instruments
held by MPS Merchant.




SFAS No.
157 is not yet effective for the Company’s nonfinancial assets and liabilities
measured at fair value on a nonrecurring basis, such as AROs, reporting units
and long-lived asset groups measured at fair value for impairment testing,
nonfinancial assets and liabilities measured at fair value in a business
combination and not measured at fair value in subsequent periods.  The
effective date for these measurements has been delayed by FSP SFAS No. 157-2,
“Effective Date of FASB Statement No. 157,” to January 1, 2009, and interim
periods within that fiscal year.  Management has evaluated the impact
of adoption to those nonfinancial assets and liabilities delayed by FSP
SFAS No. 157-2 and has determined there is no significant impact on Great Plains
Energy's and KCP&L's fair value measurement processes.




In
January 2008, the FASB proposed FSP SFAS No. 157-c, “Measuring Liabilities under
FASB Statement No. 157” to amend the standard to clarify the principles on fair
value measurement of liabilities.  Management is currently evaluating
the impact of the proposed FSP with a final FSP expected in the first quarter of
2009.




In
October 2008, the FASB issued FSP SFAS No. 157-3, “Determining the Fair Value of
a Financial Asset When the Market for That Asset is Not Active,” to clarify the
application of fair value measurement in an inactive market and was effective
upon issuance.  Management has evaluated the FSP and determined there
is no significant impact to the Company’s fair value measurement
processes.




124


22.
            TAXES




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


Great
      Plains Energy
                                                                                                                                                                                  
                                                                                                                                                                                  2008
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  2007
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  2006Current
      income taxes
                                                                                                                                                                                  
                                                                                                                                                                                  (millions)Federal
                                                                                                                                                                                  
                                                                                                                                                                                  $
                                                                                                                                                                                  (21.0
                                                                                                                                                                                  )
                                                                                                                                                                                  
                                                                                                                                                                                  $
                                                                                                                                                                                  44.3
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  $
                                                                                                                                                                                  59.2State
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  1.1
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  6.5
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  0.9Total
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  (19.9
                                                                                                                                                                                  )
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  50.8
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  60.1Deferred
      income taxesFederal
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  3.3
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  22.5
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  (7.2
                                                                                                                                                                                  )State
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  40.8
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  1.3
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  (3.8
                                                                                                                                                                                  )Total
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  44.1
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  23.8
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  (11.0
                                                                                                                                                                                  )Noncurrent
      income taxes (a)Federal
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  (0.6
                                                                                                                                                                                  )
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  (0.7
                                                                                                                                                                                  )
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  -State
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  (1.0
                                                                                                                                                                                  )
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  (0.9
                                                                                                                                                                                  )
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  -Total
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  (1.6
                                                                                                                                                                                  )
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  (1.6
                                                                                                                                                                                  )
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  -Investment
      tax creditDeferral
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  74.2
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  -
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  -Amortization
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  (1.8
                                                                                                                                                                                  )
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  (1.5
                                                                                                                                                                                  )
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  (1.2
                                                                                                                                                                                  )Total
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  72.4
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  (1.5
                                                                                                                                                                                  )
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  (1.2
                                                                                                                                                                                  )Total
      income tax expense
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  95.0
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  71.5
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  47.9Less:
      taxes on discontinued operationsCurrent
      tax expense
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  25.8
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  5.4
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  16.3Deferred
      tax expense (benefit)
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  4.5
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  21.4
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  (28.7
                                                                                                                                                                                  )Noncurrent
      income tax expense (benefit)
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  0.9
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  (0.2
                                                                                                                                                                                  )
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  -Income
      tax expense on continuing operations
                                                                                                                                                                                  
                                                                                                                                                                                  $
                                                                                                                                                                                  63.8
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  $
                                                                                                                                                                                  44.9
                                                                                                                                                                                  
                                                                                                                                                                                  
                                                                                                                                                                                  $
                                                                                                                                                                                  60.3


KCP&L
                                                                                                                                                                                    
                                                                                                                                                                                    2008
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    2007
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    2006Current
      income taxes
                                                                                                                                                                                    
                                                                                                                                                                                    (millions)Federal
                                                                                                                                                                                    
                                                                                                                                                                                    $
                                                                                                                                                                                    (8.0
                                                                                                                                                                                    )
                                                                                                                                                                                    
                                                                                                                                                                                    $
                                                                                                                                                                                    38.7
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    $
                                                                                                                                                                                    49.3State
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    4.5
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    4.4
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    4.8Total
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    (3.5
                                                                                                                                                                                    )
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    43.1
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    54.1Deferred
      income taxesFederal
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    (38.4
                                                                                                                                                                                    )
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    17.7
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    15.6State
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    30.9
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    2.0
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    1.8Total
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    (7.5
                                                                                                                                                                                    )
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    19.7
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    17.4Noncurrent
      income taxes (a)Federal
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    (1.7
                                                                                                                                                                                    )
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    (1.7
                                                                                                                                                                                    )
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    -State
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    (0.3
                                                                                                                                                                                    )
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    (0.3
                                                                                                                                                                                    )
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    -Total
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    (2.0
                                                                                                                                                                                    )
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    (2.0
                                                                                                                                                                                    )
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    -Investment
      tax creditDeferral
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    74.2
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    -
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    -Amortization
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    (1.4
                                                                                                                                                                                    )
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    (1.5
                                                                                                                                                                                    )
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    (1.2
                                                                                                                                                                                    )Total
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    72.8
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    (1.5
                                                                                                                                                                                    )
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    (1.2
                                                                                                                                                                                    )Total
                                                                                                                                                                                    
                                                                                                                                                                                    $
                                                                                                                                                                                    59.8
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    $
                                                                                                                                                                                    59.3
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    $
                                                                                                                                                                                    70.3(a)
      For 2008 and 2007, this includes amounts recognized under FIN No.
      48.  Taxcontingency
      reserves for 2006 are included in current income tax
    expense.





125


Income
Tax Expense (Benefit) and Effective Income Tax Rates


Income
tax expense and the effective income tax rates reflected in continuing
operations in the financial statements and the reasons for their differences
from the statutory federal rates are detailed in the following
tables.


Income
      Tax Expense
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      Income
      Tax RateGreat
      Plains Energy
                                                                                                                                                      
                                                                                                                                                      2008
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      2007
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      2006
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      2008
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      2007
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      2006(millions)Federal
      statutory income tax
                                                                                                                                                      $
                                                                                                                                                      64.2
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      $
                                                                                                                                                      58.0
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      $
                                                                                                                                                      68.9
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      35.0
                                                                                                                                                      %
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      35.0
                                                                                                                                                      %
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      35.0
                                                                                                                                                      %Differences
      between book and taxdepreciation
      not normalized
                                                                                                                                                      
                                                                                                                                                      (5.4
                                                                                                                                                      )
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      2.0
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      (0.3
                                                                                                                                                      )
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      (2.9
                                                                                                                                                      )
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      1.2
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      (0.2
                                                                                                                                                      )Amortization
      of investment tax credits
                                                                                                                                                      
                                                                                                                                                      (1.8
                                                                                                                                                      )
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      (1.5
                                                                                                                                                      )
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      (1.2
                                                                                                                                                      )
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      (1.0
                                                                                                                                                      )
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      (0.9
                                                                                                                                                      )
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      (0.6
                                                                                                                                                      )Federal
      income tax credits
                                                                                                                                                      
                                                                                                                                                      (10.2
                                                                                                                                                      )
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      (7.9
                                                                                                                                                      )
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      (9.3
                                                                                                                                                      )
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      (5.6
                                                                                                                                                      )
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      (4.8
                                                                                                                                                      )
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      (4.7
                                                                                                                                                      )State
      income taxes
                                                                                                                                                      
                                                                                                                                                      3.2
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      (0.1
                                                                                                                                                      )
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      2.3
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      1.8
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      (0.1
                                                                                                                                                      )
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      1.2Rate
      change on deferred taxes
                                                                                                                                                      
                                                                                                                                                      19.3
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      -
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      -
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      10.5
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      -
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      -Changes
      in uncertain tax positions, net (a)
                                                                                                                                                      
                                                                                                                                                      0.1
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      0.6
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      0.8
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      0.1
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      0.3
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      0.4GMO
      transaction costs
                                                                                                                                                      
                                                                                                                                                      (1.9
                                                                                                                                                      )
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      (3.7
                                                                                                                                                      )
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      -
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      (1.0
                                                                                                                                                      )
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      (2.2
                                                                                                                                                      )
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      -Other
                                                                                                                                                      
                                                                                                                                                      (3.7
                                                                                                                                                      )
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      (2.5
                                                                                                                                                      )
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      (0.9
                                                                                                                                                      )
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      (2.1
                                                                                                                                                      )
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      (1.5
                                                                                                                                                      )
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      (0.5
                                                                                                                                                      )Total
                                                                                                                                                      $
                                                                                                                                                      63.8
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      $
                                                                                                                                                      44.9
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      $
                                                                                                                                                      60.3
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      34.8
                                                                                                                                                      %
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      27.0
                                                                                                                                                      %
                                                                                                                                                      
                                                                                                                                                      
                                                                                                                                                      30.6
                                                                                                                                                      %


Income
      Tax Expense
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  Income
      Tax RateKCP&L
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  2008
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  2007
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  2006
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  2008
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  2007
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  2006(millions)Federal
      statutory income tax
                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                  64.7
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                  75.6
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                  76.9
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  35.0
                                                                                                                                                                                                                                  %
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  35.0
                                                                                                                                                                                                                                  %
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  35.0
                                                                                                                                                                                                                                  %Differences
      between book and taxdepreciation
      not normalized
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  (5.2
                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  2.0
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  (0.3
                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  (2.8
                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  0.9
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  (0.2
                                                                                                                                                                                                                                  )Amortization
      of investment tax credits
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  (1.4
                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  (1.5
                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  (1.2
                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  (0.8
                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  (0.7
                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  (0.6
                                                                                                                                                                                                                                  )Federal
      income tax credits
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  (9.8
                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  (6.4
                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  (4.6
                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  (5.3
                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  (2.9
                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  (2.1
                                                                                                                                                                                                                                  )State
      income taxes
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  3.8
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  4.7
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  5.5
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  2.1
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  2.2
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  2.5Changes
      in uncertain tax positions, net (a)
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  (0.6
                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  (0.3
                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  0.6
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  (0.3
                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  (0.1
                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  0.3Parent
      company tax benefits (b)
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  (6.7
                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  (12.0
                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  (4.7
                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  (3.6
                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  (5.6
                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  (2.1
                                                                                                                                                                                                                                  )Rate
      change on deferred taxes
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  20.3
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  11.0
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  -Other
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  (5.3
                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  (2.8
                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  (1.9
                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  (3.0
                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  (1.4
                                                                                                                                                                                                                                  )
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  (0.8
                                                                                                                                                                                                                                  )Total
                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                  59.8
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                  59.3
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                  70.3
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  32.3
                                                                                                                                                                                                                                  %
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  27.4
                                                                                                                                                                                                                                  %
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                  32.0
                                                                                                                                                                                                                                  %(a)
      For 2008 and 2007, this includes amounts recognized under FIN No.
      48.(b)
      The tax sharing between Great Plains Energy and its subsidiaries was
      modified on July 14, 2008.  As part of the newagreement, parent company tax benefits are no longer allocated to
      KCP&L or other
subsidiaries.


SFAS No. 109, “Accounting for Income
Taxes,” requires companies to adjust deferred tax assets and liabilities to
reflect tax rates that are anticipated to be in effect when timing differences
reverse.  Due to the sale of Strategic Energy during the second
quarter of 2008, the composite tax rate for the companies is expected to
increase as a result of the change in composition of states that Great Plains
Energy conducts business.  Therefore, deferred tax assets and
liabilities have been adjusted to reflect the expected increase in the composite
tax rate.  The impact of the increase in the composite tax rate on
deferred tax assets and liabilities resulted in tax expense for Great Plains
Energy and KCP&L of $19.3 million and $20.3 million, respectively, at
December 31, 2008.




126


Deferred
Income Taxes


The tax
effects of major temporary differences resulting in deferred income tax assets
(liabilities) in the consolidated balance sheets are in the following
tables.


Great
      Plains Energy
                                                            KCP&LDecember
      31
                                                            2008
                                                            2007
                                                            2008
                                                            2007Current
      deferred income taxes
                                                            (millions)Net
      operating loss carryforward
                                                            $
                                                            26.2
                                                            
                                                            $
                                                            -
                                                            
                                                            $
                                                            -
                                                            
                                                            $
                                                            -Other
                                                            
                                                            5.9
                                                            
                                                            
                                                            3.6
                                                            
                                                            
                                                            4.9
                                                            
                                                            
                                                            3.4Net
      current deferred income tax asset beforevaluation
      allowance
                                                            
                                                            32.1
                                                            
                                                            
                                                            3.6
                                                            
                                                            
                                                            4.9
                                                            
                                                            
                                                            3.4Valuation
      allowance
                                                            
                                                            (3.5
                                                            )
                                                            
                                                            -
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            -Net
      current deferred income tax asset
                                                            
                                                            28.6
                                                            
                                                            
                                                            3.6
                                                            
                                                            
                                                            4.9
                                                            
                                                            
                                                            3.4Noncurrent
      deferred income taxesPlant
      related
                                                            
                                                            (775.2
                                                            )
                                                            
                                                            (573.7
                                                            )
                                                            
                                                            (599.3
                                                            )
                                                            
                                                            (573.7
                                                            )Income
      taxes on future regulatory recoveries
                                                            
                                                            (122.5
                                                            )
                                                            
                                                            (66.5
                                                            )
                                                            
                                                            (71.6
                                                            )
                                                            
                                                            (66.5
                                                            )Derivative
      instruments
                                                            
                                                            44.1
                                                            
                                                            
                                                            12.3
                                                            
                                                            
                                                            40.0
                                                            
                                                            
                                                            4.5Pension
      and postretirement benefits
                                                            
                                                            (6.9
                                                            )
                                                            
                                                            (23.3
                                                            )
                                                            
                                                            (9.9
                                                            )
                                                            
                                                            (25.8
                                                            )SO2emission allowance sales
                                                            
                                                            32.4
                                                            
                                                            
                                                            33.4
                                                            
                                                            
                                                            34.6
                                                            
                                                            
                                                            33.4Fuel
      clause adjustments
                                                            
                                                            (20.4
                                                            )
                                                            
                                                            -
                                                            
                                                            
                                                            (0.6
                                                            )
                                                            
                                                            -Transition
      costs
                                                            
                                                            (18.2
                                                            )
                                                            
                                                            -
                                                            
                                                            
                                                            (11.4
                                                            )
                                                            
                                                            -Tax
      credit carryforwards
                                                            
                                                            140.3
                                                            
                                                            
                                                            19.2
                                                            
                                                            
                                                            36.4
                                                            
                                                            
                                                            -Long-term
      debt fair value adjustment
                                                            
                                                            45.3
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            -Capital
      loss carryforwards
                                                            
                                                            49.7
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            -Net
      operating loss carryforward
                                                            
                                                            315.2
                                                            
                                                            
                                                            0.4
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            -Other
                                                            
                                                            1.4
                                                            
                                                            
                                                            (9.4
                                                            )
                                                            
                                                            (14.4
                                                            )
                                                            
                                                            (14.1
                                                            )Net
      noncurrent deferred tax liability beforevaluation
      allowance
                                                            
                                                            (314.8
                                                            )
                                                            
                                                            (607.6
                                                            )
                                                            
                                                            (596.2
                                                            )
                                                            
                                                            (642.2
                                                            )Valuation
      allowance
                                                            
                                                            (72.3
                                                            )
                                                            
                                                            (0.4
                                                            )
                                                            
                                                            -
                                                            
                                                            
                                                            -Net
      noncurrent deferred tax liability
                                                            
                                                            (387.1
                                                            )
                                                            
                                                            (608.0
                                                            )
                                                            
                                                            (596.2
                                                            )
                                                            
                                                            (642.2
                                                            )Net
      deferred income tax liability
                                                            $
                                                            (358.5
                                                            )
                                                            $
                                                            (604.4
                                                            )
                                                            $
                                                            (591.3
                                                            )
                                                            $
                                                            (638.8
                                                            )


Great
      Plains Energy
                                              KCP&LDecember
      31
                                              2008
                                              2007
                                              2008
                                              2007(millions)Gross
      deferred income tax assets
                                              $
                                              955.9
                                              
                                              $
                                              222.3
                                              
                                              $
                                              460.3
                                              
                                              $
                                              183.0Gross
      deferred income tax liabilities
                                              
                                              (1,314.4
                                              )
                                              
                                              (826.7
                                              )
                                              
                                              (1,051.6
                                              )
                                              
                                              (821.8
                                              )Net
      deferred income tax liability
                                              $
                                              (358.5
                                              )
                                              $
                                              (604.4
                                              )
                                              $
                                              (591.3
                                              )
                                              $
                                              (638.8
                                              )




Tax
Credit Carryforwards


At
December 31, 2008, Great Plains Energy and KCP&L had $37.3 million and $36.4
million, respectively, of federal general business income tax credit
carryforwards.  These credits relate primarily to Advanced Coal
Investment Tax Credits and expire in years 2021 to
2028.  Approximately $0.5 million of these credits are related to Low
Income Housing credits that were acquired from GMO.  Due to federal
limitations on the utilization of income tax attributes acquired in the GMO
acquisition, management expects these credits to expire unutilized and has
provided a valuation allowance against $0.5 million of the federal income tax
benefit as discussed below.




At
December 31, 2008, Great Plains Energy had $87.4 million of federal alternative
minimum tax credit carryforwards that were acquired from GMO.  These
credits do not expire and can be used to reduce taxes paid in the
future.




127


At
December 31, 2008 and 2007, Great Plains Energy had $15.9 million and $19.2
million, respectively, of state income tax credit carryforwards.  The
state income tax credits relate primarily to the affordable housing investment
portfolio, and the carryforwards expire in years 2010 to
2013.  Management expects these credits will be fully utilized within
the carryforward period.




Capital
Loss Carryforwards


At
December 31, 2008, after implementation of FIN No. 48, Great Plains Energy had
approximately $49.7 million of tax benefits related to capital loss
carryforwards that were acquired from GMO.  The benefits from the
capital loss carryforwards expire in 2009.  These capital losses were
treated as ordinary losses on filed income tax returns.  The tax
benefits from the ordinary losses on the returns as filed are included in
unrecognized tax benefits for net operating loss carryforwards discussed
below.  If the unrecognized tax benefits from the net operating loss
carryforwards are recognized, then the entire amount of recognized tax benefits
from capital loss carryforwards will be reduced to zero.  Management
has provided a full valuation allowance for the $49.7 million of tax benefits
related to capital loss carryforwards.  Thus, any changes to
unrecognized tax benefits impacting capital loss carryforwards will have an
offsetting impact on the related valuation allowance.




Net
Operating Loss Carryforwards


At
December 31, 2008, after implementation of FIN No. 48, Great Plains Energy had
$295.2 million of tax benefits related to federal net operating loss (NOL)
carryforwards that were acquired from GMO.  The tax benefits for NOLs
originating in 1999 are $0.4 million, $86.1 million originating in 2003, $104.7
million originating in 2004, $74.1 million originating in 2005, and $82.3
originating in 2006.  Great Plains Energy estimates that $52.4 million
of federal tax liability related to 2008 will offset tax benefits from the 2003
NOL.  The federal NOL carryforwards expire in years 2019 to
2026.  Management expects to utilize all of these NOL carryforwards
before they expire.




In
addition, after implementation of FIN No. 48, Great Plains Energy also had
deferred tax benefits of $46.2 million related to state NOLs as of December 31,
2008, $44.8 million of which were acquired from GMO.  Management does
not expect to utilize $25.6 million of NOLs in tax jurisdictions where the
Company does not expect to operate in the future.  Therefore, a
valuation allowance has been provided against $25.6 million of state tax
benefits, as discussed below.




If
unrecognized tax benefits from federal and state NOLs are recognized, management
expects that a valuation allowance will be needed for a portion of the tax
benefits due to federal and state limitations on the utilization of income tax
attributes acquired from GMO.  It is reasonably possible that this
valuation allowance will be recorded in 2009 and is expected to be recorded to
the statement of operations in accordance with guidance in SFAS No. 141(revised
2007) “Business Combinations”.  The estimated valuation allowance
adjustment is $56.0 million.




Valuation
Allowances


Great
Plains Energy is required to assess the ultimate realization of deferred tax
assets using a “more likely than not” assessment threshold.  This
assessment takes into consideration tax planning strategies within Great Plains
Energy’s control.  As a result of this assessment, Great Plains Energy
has established a full valuation allowance against tax benefits from capital
loss carryforwards, a partial valuation allowance for state tax NOL
carryforwards, and a partial valuation allowance for tax credit
carryforwards.




During
2008, $0.9 million of tax expense was recorded in continuing operations
primarily related to a portion of the valuation allowance against state NOL
carryforwards.  The remaining valuation allowances against capital
loss carryforwards, state NOL carryforwards, and general business credits were
acquired from GMO and were recorded as a part of the purchase accounting entries
impacting goodwill.




128


Uncertain Tax
Positions


Great
Plains Energy and KCP&L recognize tax benefits in accordance with FIN No.
48.  FIN No. 48 establishes a “more-likely-than-not” recognition
threshold that must be met before tax benefits can be recognized in the
financial statements.  Upon adoption of FIN No. 48 on January 1, 2007,
Great Plains Energy recognized a $18.8 million increase in the liability for
unrecognized tax benefits.  This increase was offset by a $0.9 million
decrease to the January 1, 2007, balance of retained earnings, a $17.9 million
decrease in deferred taxes, a $4.0 million decrease in accrued taxes and a $4.0
million increase in accrued interest.  KCP&L recognized a $19.8
million increase in the liability for unrecognized tax benefits that was offset
by a $0.2 million decrease to the January 1, 2007, balance of retained earnings,
a $15.7 million decrease in deferred taxes and a $3.9 million decrease in
accrued taxes.




At
December 31, 2008 and 2007, Great Plains Energy had $97.3 million and $21.9
million, respectively, of liabilities related to unrecognized tax
benefits.  Of this amount, $80.2 million at December 31, 2008, and
$3.6 million at December 31, 2007, is expected to impact the effective tax rate
if recognized.  The $75.4 million increase in unrecognized tax
benefits is primarily due to an increase of $77.0 million for unrecognized tax
benefits acquired in the acquisition of GMO offset by a decrease of $8.5 million
for unrecognized tax benefits due to the Joint Committee on Taxation approval on
July 31, 2008, of the audit for the 2000-2003 tax years.




At
December 31, 2008 and 2007, KCP&L had $17.6 million and $19.6 million,
respectively, of liabilities related to unrecognized tax benefits.  Of
this amount, $1.2 million at December 31, 2008, and $1.3 million at December 31,
2007, is expected to impact the effective tax rate if recognized.  The
$2.0 million decrease in unrecognized tax benefits is primarily due to a
decrease of $7.5 million of unrecognized tax benefits due to the Joint Committee
on Taxation approval of the audit for the 2000-2003 tax years.




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


Great
      Plains Energy
                                              KCP&L2008
                                              2007
                                              2008
                                              2007(millions)Balance
      at January 1
                                              $
                                              21.9
                                              
                                              $
                                              23.5
                                              
                                              $
                                              19.6
                                              
                                              $
                                              21.6Additions
      for current year tax positions
                                              
                                              5.3
                                              
                                              
                                              4.1
                                              
                                              
                                              3.8
                                              
                                              
                                              2.9Additions
      for prior year tax positions
                                              
                                              2.6
                                              
                                              
                                              0.1
                                              
                                              
                                              2.6
                                              
                                              
                                              0.1Additions
      for GMO prior year tax positions
                                              
                                              77.0
                                              
                                              
                                              -
                                              
                                              
                                              -
                                              
                                              
                                              -Reductions
      for prior year tax positions
                                              
                                              (0.8
                                              )
                                              
                                              (5.0
                                              )
                                              
                                              (0.7
                                              )
                                              
                                              (4.9
                                              )Settlements
                                              
                                              (8.5
                                              )
                                              
                                              -
                                              
                                              
                                              (7.5
                                              )
                                              
                                              -Statute
      expirations
                                              
                                              (0.2
                                              )
                                              
                                              (0.8
                                              )
                                              
                                              (0.2
                                              )
                                              
                                              (0.1
                                              )Balance
      at December 31
                                              $
                                              97.3
                                              
                                              $
                                              21.9
                                              
                                              $
                                              17.6
                                              
                                              $
                                              19.6


With the
adoption of FIN No. 48, Great Plains Energy and KCP&L elected to recognize
interest accrued related to unrecognized tax benefits in interest expense and
penalties in non-operating expenses.  In 2008, Great Plains Energy and
KCP&L recognized a reduction of $6.6 million and $1.7 million, respectively,
of interest expense related to unrecognized tax benefits.  The
reduction in interest expense for both Great Plains Energy and KCP&L is
related to the Joint Committee on Taxation approval of the audit for the
2000-2003 tax years.  In 2007, Great Plains Energy and KCP&L
recognized an increase of interest expense of $2.0 million and $1.0 million,
respectively.  At December 31, 2008 and 2007, accrued interest related
to unrecognized tax benefits for Great Plains Energy was $2.6 million and $8.4
million, respectively.  KCP&L had accrued interest related to
unrecognized tax benefits of $1.7 million and $3.4 million at December 31, 2008
and 2007, respectively.  Amounts accrued for penalties with respect to
unrecognized tax benefits are insignificant.




129


In
January 2009, the Company agreed to IRS audit adjustments for the Great Plains
Energy and subsidiaries 2004 tax year and the GMO and subsidiaries 2003 and 2004
tax years.  As a result of the Great Plains Energy agreement, the
amount of unrecognized tax benefits that will be recognized in the first quarter
of 2009 is $2.1 million for Great Plains Energy and KCP&L.  The
IRS audit adjustments and agreement for GMO 2003 and 2004 tax years must be
approved by the Joint Committee on Taxation.  The Joint Committee on
Taxation is expected to make a decision on its approval before the statute of
limitations for 2003 to 2004 is scheduled to expire on December 31,
2009.  If the agreement is approved, Great Plains Energy expects to
recognize $74.5 million of unrecognized tax benefits offset by a $56.0 million
increase in the valuation allowance for NOLs, and a $2.5 million decrease in
deferred income tax assets, which is estimated to result in a $16.0 million
increase in net income.  The Company also estimates that it is
reasonably possible that $5.2 million for Great Plains Energy and $3.8 million
for KCP&L of unrecognized tax benefits will reverse in the next twelve
months due statute expirations or settlement agreements with tax
authorities.




Great
Plains Energy files a consolidated federal income tax return as well as unitary
and combined income tax returns in several state jurisdictions with Kansas and
Missouri being the most significant.  The Company also files separate
company returns in Canada and certain other states.  The IRS audit
agreement for GMO for the 2003 and 2004 tax year remains subject to Joint
Committee on Taxation approval and the IRS has commenced an audit of Great
Plains Energy in its subsidiaries for the 2006 tax year.  This audit
is expected to be completed by the end of 2009.




Advanced
Coal Credit


On April
28, 2008, KCP&L was notified that its application filed in 2007 for $125.0
million in advanced coal investment tax credits (ITC) was approved by the
IRS.  The credit is based on the amount of expenses incurred on the
construction of Iatan No. 2.  Additionally, in order to meet the
advanced clean coal standards and avoid forfeiture and/or the recapture of tax
credits in the future, KCP&L must meet or exceed certain environmental
performance standards for at least five years once the plant is placed in
service.  As a result, Great Plains Energy and KCP&L recognized
federal tax benefits related to costs incurred to date on the plant of $74.2
million at December 31, 2008.  However, tax laws require the companies
to reduce income tax expense for ratemaking and financial statement purposes
ratably over the life of the plant.  Therefore, Great Plains Energy
and KCP&L concurrently recognized deferred ITC expense of $74.2 million for
2008.  Great Plains Energy and KCP&L will recognize the tax
benefits of the ITC over the life of the plant once it is placed in
service.




23.
            SEGMENTS
      AND RELATED INFORMATION




Great
Plains Energy


Great
Plains Energy has one reportable segment based on its method of internal
reporting, which generally segregates reportable segments based on products and
services, management responsibility and regulation.  The one
reportable business segment is electric utility, consisting of KCP&L and
GMO’s regulated utility operations.  For periods prior to 2008, the
electric utility segment is the same as the previously reported KCP&L
segment.  Other includes GMO activity other than its regulated utility
operations, HSS, Services, KLT Inc. (including Strategic Energy discontinued
operations), 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.  For segment reporting, the segment’s income
taxes include the effects of allocating holding company tax benefits prior to
July 14, 2008.  GMO is only included from the date of acquisition,
July 14, 2008, through December 31, 2008.  Segment performance is
evaluated based on net income.




130


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


Electric
                                                  
                                                  
                                                  Great
      Plains2008
                                                  Utility
                                                  Other
                                                  Energy(millions)Operating
      revenues
                                                  $
                                                  1,670.1
                                                  
                                                  $
                                                  -
                                                  
                                                  $
                                                  1,670.1Depreciation
      and amortization
                                                  
                                                  (235.0
                                                  )
                                                  
                                                  -
                                                  
                                                  
                                                  (235.0
                                                  )Interest
      charges
                                                  
                                                  (96.9
                                                  )
                                                  
                                                  (14.4
                                                  )
                                                  
                                                  (111.3
                                                  )Income
      taxes
                                                  
                                                  (70.9
                                                  )
                                                  
                                                  7.1
                                                  
                                                  
                                                  (63.8
                                                  )Loss
      from equity investments
                                                  
                                                  -
                                                  
                                                  
                                                  (1.3
                                                  )
                                                  
                                                  (1.3
                                                  )Discontinued
      operations
                                                  
                                                  -
                                                  
                                                  
                                                  35.0
                                                  
                                                  
                                                  35.0Net
      income
                                                  
                                                  143.1
                                                  
                                                  
                                                  11.4
                                                  
                                                  
                                                  154.5


Electric
                                                
                                                
                                                Great
      Plains2007
                                                Utility
                                                Other
                                                Energy(millions)Operating
      revenues
                                                $
                                                1,292.7
                                                
                                                $
                                                -
                                                
                                                $
                                                1,292.7Depreciation
      and amortization
                                                
                                                (175.6
                                                )
                                                
                                                -
                                                
                                                
                                                (175.6
                                                )Interest
      charges
                                                
                                                (67.2
                                                )
                                                
                                                (24.7
                                                )
                                                
                                                (91.9
                                                )Income
      taxes
                                                
                                                (59.3
                                                )
                                                
                                                14.4
                                                
                                                
                                                (44.9
                                                )Loss
      from equity investments
                                                
                                                -
                                                
                                                
                                                (2.0
                                                )
                                                
                                                (2.0
                                                )Discontinued
      operations
                                                
                                                -
                                                
                                                
                                                38.3
                                                
                                                
                                                38.3Net
      income
                                                
                                                156.8
                                                
                                                
                                                2.4
                                                
                                                
                                                159.2


Electric
                                              
                                              
                                              Great
      Plains2006
                                              Utility
                                              Other
                                              Energy(millions)Operating
      revenues
                                              $
                                              1,140.4
                                              
                                              $
                                              -
                                              
                                              $
                                              1,140.4Depreciation
      and amortization
                                              
                                              (152.7
                                              )
                                              
                                              -
                                              
                                              
                                              (152.7
                                              )Interest
      charges
                                              
                                              (60.9
                                              )
                                              
                                              (9.2
                                              )
                                              
                                              (70.1
                                              )Income
      taxes
                                              
                                              (71.6
                                              )
                                              
                                              11.3
                                              
                                              
                                              (60.3
                                              )Loss
      from equity investments
                                              
                                              -
                                              
                                              
                                              (1.9
                                              )
                                              
                                              (1.9
                                              )Discontinued
      operations
                                              
                                              -
                                              
                                              
                                              (9.1
                                              )
                                              
                                              (9.1
                                              )Net
      income (loss)
                                              
                                              149.6
                                              
                                              
                                              (22.0
                                              )
                                              
                                              127.6





131


Electric
                                                                                              Utility
                                                                                            
                                                                                            
                                                                                            
                                                                                            
                                                                                            Great
      PlainsOther
                                                                                            Eliminations
                                                                                            Energy2008
                                                                                            (millions)Assets
                                                                                            $
                                                                                            8,161.9
                                                                                            
                                                                                            $
                                                                                            141.7
                                                                                            
                                                                                            $
                                                                                            (434.3
                                                                                            )
                                                                                            $
                                                                                            7,869.3Capital
      expenditures (a)
                                                                                            
                                                                                            1,023.7
                                                                                            
                                                                                            
                                                                                            1.2
                                                                                            
                                                                                            
                                                                                            -
                                                                                            
                                                                                            
                                                                                            1,024.92007Assets(b)
                                                                                            $
                                                                                            4,290.7
                                                                                            
                                                                                            $
                                                                                            551.2
                                                                                            
                                                                                            $
                                                                                            (9.8
                                                                                            )
                                                                                            $
                                                                                            4,832.1Capital
      expenditures(a)
                                                                                            
                                                                                            511.5
                                                                                            
                                                                                            
                                                                                            4.4
                                                                                            
                                                                                            
                                                                                            -
                                                                                            
                                                                                            
                                                                                            515.92006Assets(b)
                                                                                            $
                                                                                            3,858.0
                                                                                            
                                                                                            $
                                                                                            501.5
                                                                                            
                                                                                            $
                                                                                            (0.6
                                                                                            )
                                                                                            $
                                                                                            4,358.9Capital
      expenditures(a)
                                                                                            
                                                                                            476.0
                                                                                            
                                                                                            
                                                                                            4.1
                                                                                            
                                                                                            
                                                                                            -
                                                                                            
                                                                                            
                                                                                            480.1(a)
      Includes capital expenditures from discontinued operations of $0.8
      million, $3.7 million and$3.9 million for 2008, 2007 and 2006, respectively.(b)Other includes assets of discontinued
  operations.


KCP&L


For 2008,
KCP&L has one reportable segment, KCP&L, which is the same as the
KCP&L registrant financial statements for 2008.  The following
tables reflect summarized financial information concerning KCP&L’s
reportable segment for 2007 and 2006.  For the periods prior to the
January 2, 2008, transfer of HSS to KLT Inc., other included HSS and
intercompany eliminations.  Intercompany eliminations include
insignificant amounts of intercompany financing-related activities.


Consolidated2007
                                      KCP&L
                                      Other
                                      KCP&L(millions)Operating
      revenues
                                      $
                                      1,292.7
                                      
                                      $
                                      -
                                      
                                      $
                                      1,292.7Depreciation
      and amortization
                                      
                                      (175.6
                                      )
                                      
                                      -
                                      
                                      
                                      (175.6
                                      )Interest
      charges
                                      
                                      (67.2
                                      )
                                      
                                      -
                                      
                                      
                                      (67.2
                                      )Income
      taxes
                                      
                                      (59.3
                                      )
                                      
                                      -
                                      
                                      
                                      (59.3
                                      )Net
      income (loss)
                                      
                                      156.8
                                      
                                      
                                      (0.1
                                      )
                                      
                                      156.7


Consolidated2006
                                      KCP&L
                                      Other
                                      KCP&L(millions)Operating
      revenues
                                      $
                                      1,140.4
                                      
                                      $
                                      -
                                      
                                      $
                                      1,140.4Depreciation
      and amortization
                                      
                                      (152.7
                                      )
                                      
                                      -
                                      
                                      
                                      (152.7
                                      )Interest
      charges
                                      
                                      (60.9
                                      )
                                      
                                      (0.1
                                      )
                                      
                                      (61.0
                                      )Income
      taxes
                                      
                                      (71.6
                                      )
                                      
                                      1.3
                                      
                                      
                                      (70.3
                                      )Net
      income (loss)
                                      
                                      149.6
                                      
                                      
                                      (0.3
                                      )
                                      
                                      149.3





132


ConsolidatedKCP&L
                                      Other
                                      KCP&L2007
                                      (millions)Assets
                                      $
                                      4,290.7
                                      
                                      $
                                      1.3
                                      
                                      $
                                      4,292.0Capital
      expenditures
                                      
                                      511.5
                                      
                                      
                                      -
                                      
                                      
                                      511.52006Assets
                                      $
                                      3,858.0
                                      
                                      $
                                      1.5
                                      
                                      $
                                      3,859.5Capital
      expenditures
                                      
                                      476.0
                                      
                                      
                                      -
                                      
                                      
                                      476.0




24.
            DISCONTINUED
      OPERATIONS




Strategic
Energy


In 2007,
Great Plains Energy retained Merrill Lynch & Co. as financial advisor to
assist in a review of strategic and structural alternatives for its Strategic
Energy subsidiary.  In April 2008, the Board of Directors approved
management’s recommendation to sell Strategic Energy and Great Plains Energy
entered into an agreement with Direct Energy Services, LLC (Direct Energy), a
subsidiary of Centrica plc, under which Direct Energy acquired all of Great
Plains Energy’s interest in Strategic Energy.  On June 2, 2008, Great
Plains Energy completed the sale of Strategic Energy.  Great Plains
Energy received gross cash proceeds of $307.7 million, including the base
purchase price of $300.0 million plus a working capital adjustment of $7.7
million.  In accordance with SFAS No. 144, Strategic Energy is
reported as discontinued operations for the periods presented.





Under the
terms of the purchase agreement with Direct Energy, Great Plains Energy
indemnifies Direct Energy for various matters, including: breaches of
representations, warranties and covenants; funds advanced by Strategic Energy to
certain of its channel partners if such funds become uncollectible before
December 2, 2009, (approximately $8 million, excluding commission offsets); and
losses associated with litigation and other certain claims to the extent such
losses exceed $7.5 million in the aggregate.  Great Plains Energy has
reserved $2.0 million with respect to the indemnification
obligations.




The
following table summarizes the income (loss) from Strategic Energy’s
discontinued operations.


2008
                                                2007
                                                2006(millions)Revenues
                                                $
                                                667.4
                                                
                                                $
                                                1,974.4
                                                
                                                $
                                                1,534.9Income
      (loss) from operations before income taxes (a)
                                                $
                                                182.4
                                                
                                                $
                                                64.9
                                                
                                                $
                                                (21.5
                                                )Income
      (loss) on disposal before income taxes
                                                
                                                (116.2
                                                )
                                                
                                                -
                                                
                                                
                                                -Total
      income (loss) on discontinued operationsbefore
      income taxes
                                                
                                                66.2
                                                
                                                
                                                64.9
                                                
                                                
                                                (21.5
                                                )Income
      taxes
                                                
                                                (31.2
                                                )
                                                
                                                (26.6
                                                )
                                                
                                                12.4Income
      (loss) from discontinued operations,net
      of income taxes
                                                $
                                                35.0
                                                
                                                $
                                                38.3
                                                
                                                $
                                                (9.1
                                                )(a)
                                                For
      2008, amount includes $189.1 million, of unrealized net gains related to
      derivative
contracts.





133


The
following table provides additional information regarding the net cash proceeds
and loss on sale of Strategic Energy.


Sale
      of Strategic Energy(millions)Net
      cash proceeds
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  $
                                                                  273.1Income
      taxes on sale
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  34.6Gross
      cash proceeds
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  307.7Net
      assets of discontinued operations at December 31, 2007
                                                                  $
                                                                  233.7Intercompany
      liabilities not in discontinued operations
                                                                  
                                                                  (3.0
                                                                  )Income
      taxes on parent included in discontinued operations
                                                                  
                                                                  6.2Book
      value of investment in Strategic Energy at December 31,
    2007
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  $
                                                                  236.9Increase
      (decrease) to book value:Net
      income (a)
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  187.8Change
      in OCI
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  (14.2
                                                                  )Equity
      contribution from parent
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  14.4Distributions
      to parent
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  (3.0
                                                                  )Book
      value of investment in Strategic Energy at June 2, 2008
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  421.9Reserve
      for indemnification obligations
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  2.0Loss
      on disposal before income taxes
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  
                                                                  $
                                                                  (116.2
                                                                  )(a)
      Amount
      includes $189.1 million of unrealized net gains related to derivatives
      contracts.




Strategic
Energy’s assets and liabilities of discontinued operations are summarized in the
following table.


December
      312007Assets
                                        (millions)Cash
                                        $
                                        43.1Restricted
      cash
                                        
                                        0.7Receivables,
      net
                                        
                                        261.4Deferred
      income taxes
                                        
                                        16.2Derivative
      instruments
                                        
                                        52.7Nonutility
      property
                                        
                                        6.8Goodwill
                                        
                                        88.1Other
                                        
                                        18.1Total
      assets of discontinued operations
                                        $
                                        487.1LiabilitiesAccounts
      payable
                                        $
                                        165.1Accrued
      taxes
                                        
                                        10.8Derivative
      instruments
                                        
                                        38.2Deferred
      income taxes
                                        
                                        16.8Other
                                        
                                        22.5Total
      liabilities of discontinued operations
                                        $
                                        253.4Net
      assets of discontinued operations
                                        $
                                        233.7





134


25.
            JOINTLY
      OWNED ELECTRIC UTILITY PLANTS




Great
Plains Energy’s and KCP&L’s share of jointly owned electric utility plants
at December 31, 2008, is detailed in the following table.


Great
      Plains EnergyWolf
      Creek
                                                                                                        LaCygne
                                                                                                        
                                                                                                        Iatan
      No. 1
                                                                                                        Iatan
      No. 2
                                                                                                        Iatan
                                                                                                        
                                                                                                        JeffreyUnit
                                                                                                        Units
                                                                                                        
                                                                                                        Unit
                                                                                                        Unit
                                                                                                        Common
                                                                                                        
                                                                                                        Energy
      Center(millions,
      except MW amounts)Great
      Plains Energy's share
                                                                                                        47%
                                                                                                        
                                                                                                        50%
                                                                                                        
                                                                                                        88%
                                                                                                        
                                                                                                        73%
                                                                                                        
                                                                                                        79%
                                                                                                        
                                                                                                        8%Utility
      plant in service
                                                                                                        $    1,405.1
                                                                                                        
                                                                                                        $       397.1
                                                                                                        
                                                                                                        $       348.5
                                                                                                        
                                                                                                        $             -
                                                                                                        
                                                                                                        $             -
                                                                                                        
                                                                                                        $       110.8Accumulated
      depreciation
                                                                                                        732.9
                                                                                                        
                                                                                                        273.8
                                                                                                        
                                                                                                        253.1
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        72.6Nuclear
      fuel, net
                                                                                                        63.9
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        -
                                                                                                        
                                                                                                        -Construction
      work in progress
                                                                                                        25.9
                                                                                                        
                                                                                                        11.5
                                                                                                        
                                                                                                        294.3
                                                                                                        
                                                                                                        738.2
                                                                                                        
                                                                                                        217.5
                                                                                                        
                                                                                                        38.52009
      accredited capacity-MWs
                                                                                                        545
                                                                                                        
                                                                                                        709
                                                                                                        
                                                                                                        621
                                                                                                        
                                                                                                        NA
                                                                                                        
                                                                                                        NA
                                                                                                        
                                                                                                        174


KCP&LWolf
      Creek
                                                                                                                          LaCygne
                                                                                                                          
                                                                                                                          Iatan
      No. 1
                                                                                                                          Iatan
      No. 2
                                                                                                                          IatanUnit
                                                                                                                          Units
                                                                                                                          
                                                                                                                          Unit
                                                                                                                          Unit
                                                                                                                          Common(millions,
      except MW amounts)KCP&L's
      share
                                                                                                                          47%
                                                                                                                          
                                                                                                                          50%
                                                                                                                          
                                                                                                                          70%
                                                                                                                          
                                                                                                                          55%
                                                                                                                          
                                                                                                                          61%Utility
      plant in service
                                                                                                                          $    1,405.1
                                                                                                                          
                                                                                                                          $       397.1
                                                                                                                          
                                                                                                                          $       279.3
                                                                                                                          
                                                                                                                          $             -
                                                                                                                          
                                                                                                                          $             -Accumulated
      depreciation
                                                                                                                          732.9
                                                                                                                          
                                                                                                                          273.8
                                                                                                                          
                                                                                                                          203.2
                                                                                                                          
                                                                                                                          -
                                                                                                                          
                                                                                                                          -Nuclear
      fuel, net
                                                                                                                          63.9
                                                                                                                          
                                                                                                                          -
                                                                                                                          
                                                                                                                          -
                                                                                                                          
                                                                                                                          -
                                                                                                                          
                                                                                                                          -Construction
      work in progress
                                                                                                                          25.9
                                                                                                                          
                                                                                                                          11.5
                                                                                                                          
                                                                                                                          225.4
                                                                                                                          
                                                                                                                          567.3
                                                                                                                          
                                                                                                                          175.52009
      accredited capacity-MWs
                                                                                                                          545
                                                                                                                          
                                                                                                                          709
                                                                                                                          
                                                                                                                          494
                                                                                                                          
                                                                                                                          NA
                                                                                                                          
                                                                                                                          NA
  Each
owner must fund its own portion of the plant's operating expenses and capital
expenditures.  KCP&L’s and GMO’s share of direct expenses is
included in the appropriate operating expense classifications in Great Plains
Energy’s and KCP&L’s financial
statements.




26.
            NEW
      ACCOUNTING STANDARDS




SFAS
No. 141(R)


In
December 2007, the FASB issued SFAS No. 141(R).  This statement
significantly changes how business combinations are accounted for in current
practice.  Changes to current practice include, among other things,
requiring all assets acquired and liabilities assumed in a business combination
to be measured at fair value in accordance with SFAS No. 157 as of the
acquisition date, an acquirer to expense transaction costs and equity securities
issued as consideration in a business combination be recorded at fair value as
of the acquisition date.  The provisions of this statement are
effective for Great Plains Energy and KCP&L prospectively for business
combinations occurring on or after January 1, 2009, except it requires the
prospective application of the provisions related to income taxes to business
combinations occurring in 2008.  Among the SFAS No. 141(R) provisions
related to income taxes that are effective for the GMO acquisition, any
adjustments to GMO’s deferred tax assets and uncertain tax position balances
that occur after the measurement period, which is limited to a maximum of one
year from the acquisition date, will be recorded as a component of income tax
expense as required by the standard.  Management does not expect any
other significant impacts on the acquisition of GMO as a result of this
standard.





135


27.
            QUARTERLY
      OPERATING RESULTS (UNAUDITED)




QuarterGreat
      Plains Energy
                                              1st
                                              2nd
                                              3rd
                                              4th2008
                                              (millions,
      except per share amounts)Operating
      revenue
                                              $
                                              297.6
                                              
                                              $
                                              335.0
                                              
                                              $
                                              593.6
                                              
                                              $
                                              443.9Operating
      income
                                              
                                              19.1
                                              
                                              
                                              51.6
                                              
                                              
                                              169.6
                                              
                                              
                                              34.7Income
      (loss) from continuing operations
                                              
                                              (5.4
                                              )
                                              
                                              13.2
                                              
                                              
                                              104.7
                                              
                                              
                                              7.0Net
      income (loss)
                                              
                                              47.5
                                              
                                              
                                              (5.0
                                              )
                                              
                                              105.0
                                              
                                              
                                              7.0Basic
      and diluted earnings (loss) per common share fromcontinuing
      operations
                                              
                                              (0.07
                                              )
                                              
                                              0.15
                                              
                                              
                                              0.92
                                              
                                              
                                              0.06Basic
      and diluted earnings (loss) per common share
                                              
                                              0.55
                                              
                                              
                                              (0.06
                                              )
                                              
                                              0.92
                                              
                                              
                                              0.062007Operating
      revenue
                                              $
                                              255.7
                                              
                                              $
                                              319.1
                                              
                                              $
                                              416.0
                                              
                                              $
                                              301.9Operating
      income
                                              
                                              9.7
                                              
                                              
                                              65.1
                                              
                                              
                                              121.7
                                              
                                              
                                              60.0Income
      (loss) from continuing operations
                                              
                                              (3.7
                                              )
                                              
                                              32.4
                                              
                                              
                                              66.0
                                              
                                              
                                              26.2Net
      income
                                              
                                              23.4
                                              
                                              
                                              25.6
                                              
                                              
                                              62.1
                                              
                                              
                                              48.1Basic
      and diluted earnings (loss) per common share fromcontinuing
      operations
                                              
                                              (0.05
                                              )
                                              
                                              0.37
                                              
                                              
                                              0.77
                                              
                                              
                                              0.30Basic
      and diluted earnings per common share
                                              
                                              0.28
                                              
                                              
                                              0.29
                                              
                                              
                                              0.72
                                              
                                              
                                              0.56


QuarterKCP&L
                                              1st
                                              2nd
                                              3rd
                                              4th2008
                                              (millions)Operating
      revenue
                                              $
                                              297.6
                                              
                                              $
                                              335.0
                                              
                                              $
                                              423.7
                                              
                                              $
                                              286.7Operating
      income
                                              
                                              29.4
                                              
                                              
                                              52.5
                                              
                                              
                                              127.9
                                              
                                              
                                              28.3Net
      income
                                              
                                              17.0
                                              
                                              
                                              7.9
                                              
                                              
                                              83.9
                                              
                                              
                                              16.42007Operating
      revenue
                                              $
                                              255.7
                                              
                                              $
                                              319.1
                                              
                                              $
                                              416.0
                                              
                                              $
                                              301.9Operating
      income
                                              
                                              13.1
                                              
                                              
                                              70.1
                                              
                                              
                                              127.0
                                              
                                              
                                              68.7Net
      income
                                              
                                              2.0
                                              
                                              
                                              36.5
                                              
                                              
                                              76.6
                                              
                                              
                                              41.6


Quarterly
data is subject to seasonal fluctuations with peak periods occurring in the
summer months.




Due to
the June 2008 sale of Strategic Energy discussed in Note 24, Strategic Energy is
reported as discontinued operations in accordance with SFAS No.
144.  The following table provides information to reconcile Great
Plains Energy’s 1st quarter 2008 operating results above to the amount
originally reported.





Previously
                                                                      
                                                                      
                                                                      
                                                                      
                                                                      As1st
      Quarter 2008
                                                                      Reported
                                                                      Adjustment
                                                                      
                                                                      Adjusted(millions,
      except per share amounts)Operating
      revenue
                                                                      
                                                                      $
                                                                      825.4
                                                                      
                                                                      
                                                                      $
                                                                      (527.8
                                                                      )
                                                                      
                                                                      $
                                                                      297.6Operating
      income
                                                                      
                                                                      
                                                                      108.4
                                                                      
                                                                      
                                                                      
                                                                      (89.3
                                                                      )
                                                                      
                                                                      
                                                                      19.1Income
      (loss) from continuing operations
                                                                      
                                                                      
                                                                      47.5
                                                                      
                                                                      
                                                                      
                                                                      (52.9
                                                                      )
                                                                      
                                                                      
                                                                      (5.4
                                                                      )Net
      income
                                                                      
                                                                      
                                                                      47.5
                                                                      
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      47.5Basic
      and diluted earnings (loss) per common share fromcontinuing
      operations
                                                                      
                                                                      
                                                                      0.55
                                                                      
                                                                      
                                                                      
                                                                      (0.62
                                                                      )
                                                                      
                                                                      
                                                                      (0.07
                                                                      )Basic
      and diluted earnings per common share
                                                                      
                                                                      
                                                                      0.55
                                                                      
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      0.55





136


REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To the
Board of Directors and Shareholders of


Great
Plains Energy Incorporated


Kansas
City, Missouri




We have
audited the accompanying consolidated balance sheets of Great Plains Energy
Incorporated and subsidiaries (the “Company”) as of December 31, 2008 and
2007, and the related consolidated statements of income, comprehensive income,
common shareholders’ equity, and cash flows for each of the three years in the
period ended December 31, 2008. Our audits also included the financial
statement schedules listed in the Index at Item 15. These financial statements
and financial statement schedules are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial
statements and financial statement schedules based on our audits.




We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.




In our
opinion, such consolidated financial statements present fairly, in all material
respects, the financial position of the Company as of December 31, 2008 and
2007, and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 2008, in conformity with accounting
principles generally accepted in the United States of America. Also, in our
opinion, such financial statement schedules, when considered in relation to the
basic consolidated financial statements taken as a whole, present fairly, in all
material respects, the information set forth therein.




As
discussed in Note 10 to the consolidated financial statements, the Company
adopted Statement of Financial Accounting Standard (SFAS) No, 158, Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans — an amendment of FASB Statements
No. 87,88,106, and 132(R) on December 31, 2006. As discussed in Note 22
to the consolidated financial statements, the Company adopted Financial
Accounting Standards Board Interpretation (FIN) No. 48 Accounting for Uncertainty in Income
Taxes — an interpretation of FASB Statement No. 109 on January 1,
2007.




We have
also audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the Company’s internal control over financial
reporting as of December 31, 2008, based onthe criteria
established in Internal
Control — Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission and our report dated February 27,
2009, expressed an unqualified opinion on the Company’s internal control over
financial reporting (which report did not include an assessment on the internal
control over financial reporting at KCP&L Greater Missouri
Operations).




/s/DELOITTE
& TOUCHE LLP




Kansas
City, Missouri


February 27,
2009




137


REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To the
Board of Directors of


Kansas
City Power & Light Company


Kansas
City, Missouri




We have
audited the accompanying consolidated balance sheets of Kansas City Power &
Light Company and subsidiaries (the “Company”) as of December 31, 2008 and 2007,
and the related consolidated statements of income, comprehensive income, common
shareholder’s equity, and cash flows for each of the three years in the period
ended December 31, 2008. Our audits also included the financial statement
schedule listed in the Index at Item 15. These financial statements and
financial statement schedule are the responsibility of the Company’s management.
Our responsibility is to express an opinion on the financial statements and
financial statement schedules based on our audits.




We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.




In our
opinion, such consolidated financial statements present fairly, in all material
respects, the financial position of the Company as of December 31, 2008 and
2007, and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 2008, in conformity with accounting
principles generally accepted in the United States of America. Also, in our
opinion, such financial statement schedules, when considered in relation to the
basic consolidated financial statements taken as a whole, present fairly, in all
material respects, the information set forth therein.




As
discussed in Note 10 to the consolidated financial statements, the Company
adopted Statement of Financial Accounting Standard (SFAS) No, 158, Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans — an amendment of FASB Statements
No. 87,88,106, and 132(R) on December 31, 2006. As discussed in Note 22
to the consolidated financial statements, the Company adopted Financial
Accounting Standards Board Interpretation (FIN) No. 48 Accounting for Uncertainty in Income
Taxes — an interpretation of FASB Statement No. 109 on January 1,
2007.




We have
also audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the Company’s internal control over financial
reporting as of December 31, 2008, based onthe criteria
established in Internal
Control — Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission and our report dated February 27, 2009,
expressed an unqualified opinion on the Company’s internal control over
financial reporting.




/s/DELOITTE
& TOUCHE LLP




Kansas
City, Missouri


February
27, 2009




138


ITEM
9.  CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE




None.




ITEM
9A.  CONTROLS AND PROCEDURES




Disclosure
Controls and Procedures


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




Changes
in Internal Control Over Financial Reporting


There has
been no change in Great Plains Energy’s internal control over financial
reporting that occurred during the quarterly period ended December 31, 2008,
that has materially affected, or is reasonably likely to materially affect, its
internal control over financial reporting.




Management’s
Report on Internal Control Over Financial Reporting


Because
of the inherent limitations of internal control over financial reporting,
including the possibility of collusion or improper override of controls,
material misstatements due to error or fraud may not be prevented or detected on
a timely basis.  Therefore, even those systems determined to be
effective can provide only reasonable assurance with respect to financial
statement preparation and presentation.  Also, projections of any
evaluation of the effectiveness of internal control over financial reporting to
future periods are subject to the risk that the controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.




Management
is responsible for establishing and maintaining adequate internal control over
financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange
Act of 1934, as amended) for Great Plains Energy.  Under the
supervision and with the participation of Great Plains Energy’s chief executive
officer and chief financial officer, management evaluated the effectiveness of
Great Plains Energy’s internal control over financial reporting as of December
31, 2008.  Management used for this evaluation the framework in Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations (COSO) of
the Treadway Commission.  Great Plains Energy excluded from its
evaluation GMO’s internal control over financial reporting, which was acquired
on July 14, 2008.  GMO’s total assets, revenues and net income
constituted 33%, 20% and 8%, respectively, of Great Plains Energy’s consolidated
financial statement amounts as of and for the year ended December 31,
2008.  Great Plains Energy will include GMO in its evaluation of the
design and effectiveness of internal control over financial reporting as of
December 31, 2009.





Management
has concluded that, as of December 31, 2008, Great Plains Energy’s internal
control over financial reporting is effective based on the criteria set forth in
the COSO framework.  Deloitte & Touche LLP, the independent
registered public accounting firm that audited the financial statements included
in this annual report on Form 10-K, has issued its report on Great Plain’s
Energy’s internal control over financial reporting, which is included
below.




139


REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To the
Board of Directors and Shareholders of


Great
Plains Energy Incorporated


Kansas
City, Missouri




We have
audited the internal control over financial reporting of Great Plains Energy
Incorporated and subsidiaries (the “Company”) as of December 31, 2008, based on
criteria established in Internal Control — Integrated
Frameworkissued by the Committee of Sponsoring Organizations of the
Treadway Commission. The Company’s management is responsible for
maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting,
included in the accompanying Management’s Report on Internal
Control Over Financial Reporting. Our responsibility is to express
an opinion on the Company’s internal control over financial reporting based on
our audit.




As
described in Management’s
Report on Internal Control Over Financial Reporting, management excluded
from its assessment the internal control over financial reporting at KCP&L
Greater Missouri Operations (GMO), which was acquired on July 14,
2008.  GMO’s total assets, revenues and net income constituted 33%,
20%, and 8%, respectively, of the Great Plains Energy consolidated financial
statement amounts as of and for the year ended December 31,
2008.  Accordingly, our audit did not include the internal control
over financial reporting at GMO.




We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, testing
and evaluating the design and operating effectiveness of internal control based
on the assessed risk, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable
basis for our opinion.




A
company’s internal control over financial reporting is a process designed by, or
under the supervision of, the company’s principal executive and principal
financial officers, or persons performing similar functions, and effected by the
company’s board of directors, management, and other personnel to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial
statements.




Because
of the inherent limitations of internal control over financial reporting,
including the possibility of collusion or improper management override of
controls, material misstatements due to error or fraud may not be prevented or
detected on a timely basis.




Also,
projections of any evaluation of the effectiveness of the internal control over
financial reporting to future periods are subject to the risk that the controls
may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.




In our
opinion, the Company maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2008, based on the
criteria established in Internal Control — Integrated
Frameworkissued by the Committee of Sponsoring Organizations of the
Treadway Commission.




140


We have
also audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the consolidated financial statements and
financial statement schedules as of and for the year ended December 31,
2008, of the Company and our report datedFebruary 27, 2009,
expressed an unqualified opinion on those financial statements and financial
statement schedules and included an explanatory paragraph regarding the
Company’s adoption of new accounting standards.




/s/DELOITTE
& TOUCHE LLP




Kansas
City, Missouri


February
27, 2009




ITEM
9A (T).  CONTROLS AND PROCEDURES




Disclosure
Controls and Procedures


KCP&L
carried out evaluations of its disclosure controls and procedures (as defined in
Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as
amended).  These evaluations were conducted under the supervision, and
with the participation, of KCP&L’s management, including the chief executive
officer and chief financial officer, and KCP&L’s disclosure
committee.  Based upon these evaluations, the chief executive officer
and chief financial officer of KCP&L have concluded as of the end of the
period covered by this report that the disclosure controls and procedures of
KCP&L were effective at a reasonable assurance level.




Changes
in Internal Control Over Financial Reporting


There has
been no change in KCP&L’s internal control over financial reporting that
occurred during the quarterly period ended December 31, 2008, that has
materially affected, or is reasonably likely to materially affect, its internal
control over financial reporting.




Management’s
Report on Internal Control Over Financial Reporting


Because
of the inherent limitations of internal control over financial reporting,
including the possibility of collusion or improper override of controls,
material misstatements due to error or fraud may not be prevented or detected on
a timely basis.  Therefore, even those systems determined to be
effective can provide only reasonable assurance with respect to financial
statement preparation and presentation.  Also, projections of any
evaluation of the effectiveness of internal control over financial reporting to
future periods are subject to the risk that the controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.




Management
is responsible for establishing and maintaining adequate internal control over
financial reporting (as defined in Rule 15d-15(f) under the Securities Exchange
Act of 1934, as amended) for KCP&L.  Under the supervision and
with the participation of KCP&L’s chief executive officer and chief
financial officer, management evaluated the effectiveness of KCP&L’s
internal control over financial reporting as of December 31,
2008.  Management used for this evaluation the framework in Internal Control – Integrated
Framework issued by the COSO of the Treadway
Commission.  Management has concluded that, as of December 31, 2008,
KCP&L’s internal control over financial reporting is effective based on the
criteria set forth in the COSO framework.  Deloitte & Touche LLP,
the independent registered public accounting firm that audited the financial
statements included in this annual report on Form 10-K, has issued its report on
KCP&L’s internal control over financial reporting, which is included
below.




141


REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To
the Board of Directors of
 Kansas
City Power & Light Company
 Kansas
City, Missouri
  We
have audited the internal control over financial reporting of Kansas City Power
& Light Company and subsidiaries (the “Company”) as of December 31,
2008, based on criteria established in Internal
Control — Integrated Frameworkissued by the Committee of Sponsoring
Organizations of the Treadway Commission. The Company’s management is
responsible for maintaining effective internal control over financial reporting
and for its assessment of the effectiveness of internal control over financial
reporting, included in the accompanying Management’s
Report on Internal Control Over Financial Reporting. Our
responsibility is to express an opinion on the Company’s internal control over
financial reporting based on our audit.
  We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, testing
and evaluating the design and operating effectiveness of internal control based
on the assessed risk, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable
basis for our opinion.
  A
company’s internal control over financial reporting is a process designed by, or
under the supervision of, the company’s principal executive and principal
financial officers, or persons performing similar functions, and effected by the
company’s board of directors, management, and other personnel to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial
statements.
  Because
of the inherent limitations of internal control over financial reporting,
including the possibility of collusion or improper management override of
controls, material misstatements due to error or fraud may not be prevented or
detected on a timely basis.  Also, projections of any evaluation of
the effectiveness of the internal control over financial reporting to future
periods are subject to the risk that the controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
  In
our opinion, the Company maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2008, based on
the criteria established in Internal
Control — Integrated Frameworkissued by the Committee of Sponsoring
Organizations of the Treadway Commission.
  We have also audited, in accordance with the
standards of the Public Company Accounting Oversight Board (United States), the
consolidated financial statements and financial statement schedule as of and for
the year ended December 31, 2008 of the Company and our report datedFebruary 27,
2009 expressed an unqualified opinion on those financial statements and
financial statement schedule and included an explanatory paragraph regarding the
Company’s adoption of new accounting standards.


142


/s/DELOITTE
& TOUCHE LLP




Kansas
City, Missouri


February 27,
2009




ITEM
9B.  OTHER INFORMATION




None.




PART
III




ITEM
10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE




Great
Plains Energy Directors


The
information required by this item is incorporated by reference from the Great
Plains Energy 2009 Proxy Statement (Proxy Statement), which will be filed with
the SEC no later than April 30, 2009:




·
            Information
      regarding the directors of Great Plains Energy required by this item is
      contained in the Proxy Statement sections titled “Election of
      Directors.”




·
            Information
      regarding compliance with Section 16(a) of the Securities Exchange Act of
      1934 required by this item is contained in the Proxy Statement section
      titled “Security Ownership of Certain Beneficial Owners, Directors and
      Officers - Section 16(a) Beneficial Ownership Reporting
      Compliance.”




·
            Information
      regarding the Code of Ethics and the Audit Committee of Great Plains
      Energy required by this item is contained in the Proxy Statement section
      titled “Corporate Governance.”




Great
Plains Energy and KCP&L Executive Officers


Information
required by this item regarding the executive officers of Great Plains Energy
and KCP&L is contained in this report in the Part I, Item 1 sections titled
“Officers of Great Plains Energy” and “Officers of KCP&L”.




Great
Plains Energy and KCP&L Code of Ethics


The
Company has adopted a Code of Ethical Business Conduct (Code), which applies to
all directors, officers and employees of Great Plains Energy, KCP&L and
their subsidiaries.  The Code is posted on the investor relations page
of our Internet websites at www.greatplainsenergy.com
and www.kcpl.com.  A
copy of the Code is available, without charge, upon written request to Corporate
Secretary, Great Plains Energy Incorporated, 1201 Walnut, Kansas City, Missouri
64106.  Great Plains Energy and KCP&L intend to satisfy the
disclosure requirements under Item 5.05 of Form 8-K regarding an amendment to,
or a waiver from, a provision of the Code that applies to the principal
executive officer, principal financial officer, principal accounting officer or
controller of those companies by posting such information on the investor
relations page of their Internet websites.




Other
KCP&L Information


The other
information required by this item regarding KCP&L has been omitted in
reliance on General Instruction (I).




143


ITEM
11.  EXECUTIVE COMPENSATION




Great Plains
Energy


The
information required by this item contained in the sections titled “Executive
Compensation,” “Director Compensation,” “Compensation Discussion and Analysis”,
“Compensation Committee Report” and “Director Independence – Compensation
Committee Interlocks and insider Participation” of the Proxy Statement is
incorporated by reference.




KCP&L


The
information required by this item regarding KCP&L has been omitted in
reliance on General Instruction (I).




ITEM 12.  SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS




Great
Plains Energy


The
information required by this item regarding security ownership of the directors
and executive officers of Great Plains Energy contained in the section titled
“Security Ownership of Certain Beneficial Owners, Directors and Officers” of the
Proxy Statement is incorporated by reference.




KCP&L


The
information required by this item regarding KCP&L has been omitted in
reliance on General Instruction (I).




Equity
Compensation Plans


The
information required by this item regarding Great Plains Energy’s equity
compensation plans is in Item 5. Market for the Registrants’ Common Equity and
Related Shareholder Matters, of this report and is incorporated by
reference.




ITEM 13.  CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE




Great
Plains Energy


The
information required by this item contained in the section titled “Director
Independence” and “Related Party Transactions” of the Proxy Statement is
incorporated by reference.




KCP&L


The
information required by this item regarding KCP&L has been omitted in
reliance on General Instruction (I).




ITEM
14.  PRINCIPAL ACCOUNTING FEES AND SERVICES




GREAT
PLAINS ENERGY


The
information required by this item regarding the independent auditors of Great
Plains Energy and its subsidiaries contained in the section titled “Ratification
of Appointment of Independent Auditors” of the Proxy Statement is incorporated
by reference.




144


KCP&L


The Audit
Committee of the Great Plains Energy Board functions as the Audit Committee of
KCP&L.  The following table sets forth the aggregate fees billed by
Deloitte & Touche LLP for audit services rendered in connection with the
consolidated financial statements and reports for 2008 and 2007 and for other
services rendered during 2008 and 2007 on behalf of KCP&L and its
subsidiaries, as well as all out-of-pocket costs incurred in connection with
these services:




Fee
      Category
                    2008
                    2007Audit
      Fees
                    $    1,086,087
                    $    1,020,636Audit-Related
      Fees
                    97,372
                    59,000Tax
      Fees
                    32,561
                    36,689All
      Other Fees
                    -
                    -Total
      Fees
                    $    1,216,020
                    $
      1,116,325





Audit
Fees:  Consists of fees billed for professional services
rendered for the audits of the annual consolidated financial statements of
KCP&L and its subsidiaries and reviews of the interim condensed consolidated
financial statements included in quarterly reports.  Audit fees also
include: services provided by Deloitte & Touche LLP in connection with
statutory and regulatory filings or engagements; audit reports on audits of the
effectiveness of internal control over financial reporting and on management’s
assessment of the effectiveness of internal control over financial reporting and
other attest services, except those not required by statute or regulation;
services related to filings with the SEC, including comfort letters, consents
and assistance with and review of documents filed with the SEC; and accounting
research in support of the audit.




Audit-Related
Fees:  Consists of fees billed for assurance and related
services that are reasonably related to the performance of the audit or review
of consolidated financial statements of KCP&L and its subsidiaries and are
not reported under “Audit Fees”.  These services include consultation
concerning financial accounting and reporting standards.




Tax Fees:  Consists
of fees billed for tax compliance and related support of tax returns and other
tax services, including assistance with tax audits, and tax research and
planning.




All Other
Fees:  Consists of fees for all other services other than those
reported above.




Audit
Committee Pre-Approval of Audit and Permissible Non-Audit Services of
Independent Auditors


The Audit
Committee pre-approves all audit and permissible non-audit services provided by
the independent registered public accounting firm to KCP&L and its
subsidiaries.  These services may include audit services,
audit-related services, tax services and other services.  The Audit
Committee has adopted for KCP&L and its subsidiaries policies and procedures
for the pre-approval of services provided by the independent registered public
accounting firm.  Under these policies and procedures, the Audit
Committee may pre-approve certain types of services, up to aggregate fee levels
established by the Audit Committee.  Any proposed service within a
pre-approved type of service that would cause the applicable fee level to be
exceeded cannot be provided unless the Audit Committee either amends the
applicable fee level or specifically approves the proposed
service.  Pre-approval is generally provided for up to one year,
unless the Audit Committee specifically provides for a different
period.  The Audit Committee receives reports at each regular meeting
regarding the pre-approved services performed by the independent
auditor.  The Chairman of the Audit Committee may between meetings
pre-approve audit and non-audit services provided by the independent auditor,
and report such pre-approval at the next Audit Committee meeting.




145


PART
IV




ITEM
15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES




Financial
      StatementsGreat
      Plains Energy
              Page No.a.
              Consolidated
      Statements of Income for the years ended December 31, 2008, 2007 and
      2006
              57b.
              Consolidated
      Balance Sheets - December 31, 2008 and 2007
              58c.
              Consolidated
      Statements of Cash Flows for the years ended December 31, 2008, 2007 and
      2006
              60d.
              Consolidated
      Statements of Common Shareholders’ Equity for the years ended
      December 31, 2008, 2007 and 2006
              61e.
              Consolidated
      Statements of Comprehensive Income for the years ended December 31,
      2008, 2007 and 2006
              62f.
              Notes
      to Consolidated Financial Statements
              69g.
              Report
      of Independent Registered Public Accounting Firm
              137KCP&Lh.
              Consolidated
      Statements of Income for the years ended December 31, 2008, 2007 and
      2006
              63i.
              Consolidated
      Balance Sheets - December 31, 2008 and 2007
              64j.
              Consolidated
      Statements of Cash Flows for the years ended December 31, 2008, 2007 and
      2006
              66k.
              Consolidated
      Statements of Common Shareholder’s Equity for the years ended
      December 31, 2008, 2007 and 2006
              67l.
              Consolidated
      Statements of Comprehensive Income for the years ended December 31,
      2008, 2007 and 2006
              68m.
              Notes
      to Consolidated Financial Statements
              69n.
              Report
      of Independent Registered Public Accounting Firm
              138Financial
      Statement SchedulesGreat
      Plains Energya.
              Schedule
      I – Parent Company Financial Statements
              157b.
              Schedule
      II – Valuation and Qualifying Accounts and Reserves
              161KCP&Lc.
              Schedule
      II – Valuation and Qualifying Accounts and Reserves
              162







146


Exhibits




Great
Plains Energy Documents




Exhibit
                        Number
                      
                      Description of Document2.1.1
                      *
                      Agreement
      and Plan of Merger among Aquila, Inc., Great Plains Energy Incorporated,
      Gregory Acquisition Corp., and Black Hills Corporation dated as of
      February 6, 2007 (Exhibit 2.1 to Form 8-K dated February 7,
      2007).2.1.2
                      *
                      Mutual
      Notice of Extension among Aquila, Inc., Great Plains Energy Incorporated,
      Gregory Acquisition Corp., and Black Hills Corporation dated as of January
      31, 2008 (Exhibit 2.1.2 to Form 10-K for the year ended December 31,
      2007).2.1.3
                      *
                      Mutual
      Notice of Extension among Aquila, Inc., Great Plains Energy Incorporated,
      Gregory Acquisition Corp., and Black Hills Corporation dated as of April
      29, 2008 (Exhibit 10.1 to Form 8-K dated April 7,
2008).3.1.1
                      *
                      Articles
      of Incorporation of Great Plains Energy Incorporated dated as of
      February 26, 2001 and corrected as of October 13, 2006 (Exhibit 3.1
      to Form 10-Q for the quarter ended September 30, 2006).3.1.2
                      *
                      By-laws
      of Great Plains Energy Incorporated, as amended December 2, 2008 (Exhibit
      3.1 to Form 8-K dated December 8, 2008).4.1.1
                      *
                      Indenture,
      dated June 1, 2004, between Great Plains Energy Incorporated and BNY
      Midwest Trust Company, as Trustee (Exhibit 4.5 to Form 8-A/A, dated
      June 14, 2004).4.1.2
                      *
                      First
      Supplemental Indenture, dated June 14, 2004, between Great Plains Energy
      Incorporated and BNY Midwest Trust Company, as Trustee (Exhibit 4.5 to
      Form 8-A/A, dated June 14, 2004).4.1.3
                      *
                      Second
      Supplemental Indenture dated as of September 25, 2007, between Great
      Plains Energy Incorporated and The Bank of New York Trust Company, N.A.,
      as trustee (Exhibit 4.1 to Form 8-K dated September 25,
    2007).4.1.4
                      *
                      Indenture,
      dated as of August 24, 2001, between Aquila, Inc. and BankOne Trust
      Company, N.A., as Trustee (Exhibit 4(d) to Registration Statement on
      Form S-3 (File No. 333-68400) filed by Aquila, Inc. on
      August 27, 2001).4.1.5
                      *
                      Second
      Supplemental Indenture, dated as of July 3, 2002, between Aquila, Inc. and
      BankOne Trust Company, N.A., as Trustee related to 11.875% Senior Notes
      due July 1, 2012. (Exhibit 4(c) to Form S-4 (File No. 333-100204) filed by
      Aquila, Inc. on September 30, 2002).10.1.1
                      *
                        +
                      Amended
      Long-Term Incentive Plan, effective as of May 7, 2002 (Exhibit 10.1.a to
      Form 10-K for the year ended December 31, 2002).10.1.2
                      *
                        +
                      Great
      Plains Energy Incorporated Long-Term Incentive Plan as amended May 1, 2007
      (Exhibit 10.1 to Form 8-K filed May 4, 2007).10.1.3
                      *
                        +
                      Great
      Plains Energy Incorporated Long-Term Incentive Plan Awards Standards and
      Administration effective as of February 7, 2006 (Exhibit 10.1.b to Form
      10-K for the year ended December 31, 2005).10.1.4
                      *
                        +
                      Great
      Plains Energy Incorporated Long-Term Incentive Plan Awards Standards and
      Performance Criteria Effective as of May 6, 2008 (Exhibit 10.1.25 to Form
      10-Q for the quarter ended June 30,
2008).
  147
 10.1.5
                      *
                        +
                      Form
      of 2005 three-year Restricted Stock Agreement Pursuant to the Great Plains
      Energy Incorporated Long-Term Incentive Plan Effective May 7, 2002
      (Exhibit 10.2 to Form 8-K dated February 4, 2005).10.1.6
                      *
                        +
                      Form
      of 2006 Restricted Stock Agreement Pursuant to the Great Plains Energy
      Incorporated Long-Term Incentive Plan Effective May 7, 2002 (Exhibit
      10.1.e to Form 10-K for the year ended December 31, 2005).10.1.7
                      *
                        +
                      Form
      of Restricted Stock Agreement Pursuant to the Great Plains Energy
      Incorporated Long-Term Incentive Plan Effective May 7, 2002 (Exhibit
      10.1.6 to Form 10-K for the year ended December 31, 2006).10.1.8
                      *
                        +
                      Form
      of 2008 Restricted Stock Agreement (Exhibit 10.1.20 to Form 10-Q for the
      quarter ended June 30, 2008).10.1.9
                      *
                        +
                      Form
      of 2005 three-year Performance Share Agreement Pursuant to the Great
      Plains Energy Incorporated Long-Term Incentive Plan Effective May 7, 2002
      (Exhibit 10.1.a to Form 10-Q for the quarter ended March 31,
      2005).10.1.10
                      *
                        +
                      Form
      of 2006 three-year Performance Share Agreement Pursuant to the Great
      Plains Energy Incorporated Long-Term Incentive Plan Effective May 7, 2002
      (Exhibit 10.1.h to Form 10-K for the year ended December 31,
      2005).10.1.11
                      *
                        +
                      Form
      of 2007 three-year Performance Share Agreement Pursuant to the Great
      Plains Energy Incorporated Long-Term Incentive Plan Effective May 7, 2002
      for Great Plains Energy and KCP&L officers (Exhibit 10.1.10 to Form
      10-K for the year ended December 31, 2006).10.1.12
                      *
                        +
                      Form
      of 2007 three-year Performance Share Agreement Pursuant to the Great
      Plains Energy Incorporated Long-Term Incentive Plan Effective May 7, 2002
      for Strategic Energy officers (Exhibit 10.1.11 to Form 10-K for the year
      ended December 31, 2006).10.1.13
                      *
                        +
                      Form
      of 2008 three-year Performance Share Agreement (Exhibit 10.1.21 to Form
      10-Q for the quarter ended June 30, 2008).10.1.14
                      *
                        +
                      Form
      of Amendment to 2003 Stock Option Grants (Exhibit 10.1.9 to Form 10-Q for
      the quarter ended September 30, 2007).10.1.15
                      *
                        +
                      Strategic
      Energy, L.L.C. Executive Long-Term Incentive Plan 2006 (Exhibit 10.1.j to
      Form 10-K for the year ended December 31, 2005).10.1.16
                      *
                        +
                      Strategic
      Energy, L.L.C. Executive Committee Long-Term Incentive Plan dated as of
      January 1, 2007, (Exhibit 10.1.6 to Form 10-Q for the quarter ended June
      30, 2007).10.1.17
                      *
                        +
                      Aquila,
      Inc. 2002 Omnibus Incentive Compensation Plan (Exhibit 10.3 to Form 10-Q
      for the quarter ended September 30, 2002, filed by Aquila,
      Inc.).10.1.18
                      *
                        +
                      Great
      Plains Energy Incorporated Kansas City Power & Light Company Annual
      Incentive Plan amended effective as of January 1, 2007, and 2008
      objectives adopted as of May 6, 2008 (Exhibit 10.1.22 to Form 10-Q for the
      quarter ended June 30, 2008).10.1.19
                      *
                        +
                      Strategic
      Energy, L.L.C. Executive Committee Annual Incentive Plan dated as of
      January 1, 2007 (Exhibit 10.3 to Form 8-K filed May 4,
      2007).10.1.20
                      *
                        +
                      Form
      of Indemnification Agreement with each officer and director (Exhibit 10-f
      to Form 10-K for year ended December 31, 1995).10.1.21
                      *
                        +
                      Form
      of Conforming Amendment to Indemnification Agreement with each officer and
      director (Exhibit 10.1.a to Form 10-Q for the quarter ended March 31,
      2003).


148


10.1.22
                          *
                            +
                          Form
      of Indemnification Agreement with each director and officer (Exhibit 10.1
      to Form 8-K dated December 8, 2008).10.1.23
                          *
                            +
                          Form
      of Indemnification Agreement with officers and directors (Exhibit 10.1.p
      to Form 10-K for the year ended December 31, 2005).10.1.24
                          *
                            +
                          Form
      of Change in Control Severance Agreement with Michael J. Chesser (Exhibit
      10.1.a to Form 10-Q for the quarter ended September 30,
    2006).10.1.25
                          *
                            +
                          Form
      of Change in Control Severance Agreement with William H. Downey (Exhibit
      10.1.b to Form 10-Q for the quarter ended September 30,
    2006).10.1.26
                          *
                            +
                          Form
      of Change in Control Severance Agreement with John R. Marshall (Exhibit
      10.1.c to Form 10-Q for the quarter ended September 30,
    2006).10.1.27
                          *
                            +
                          Form
      of Change in Control Severance Agreement with Shahid Malik (Exhibit 10.1.d
      to Form 10-Q for the quarter ended September 30, 2006).10.1.28
                          *
                            +
                          Form
      of Change in Control Severance Agreement with other executive officers of
      Great Plains Energy Incorporated and Kansas City Power & Light Company
      (Exhibit 10.1.e to Form 10-Q for the quarter ended September 30,
      2006).10.1.29
                          +
                          Great
      Plains Energy Incorporated Supplemental Executive Retirement Plan (As
      Amended and Restated for I.R.C. §409A),
      as amended February 10, 2009.10.1.30
                          *
                            +
                          Great
      Plains Energy Incorporated Nonqualified Deferred Compensation Plan (As
      Amended and Restated for I.R.C. §409A) (Exhibit 10.1.10 to Form 10-Q for
      the quarter ended September 30, 2007)10.1.31
                          +
                          Description
      of Compensation Arrangements with Directors and Certain Executive
      Officers.10.1.32
                          *
                            +
                          Employment
      Agreement among Strategic Energy, L.L.C., Great Plains Energy Incorporated
      and Shahid J. Malik, dated as of November 10, 2004 (Exhibit 10.1.p to Form
      10-K for the year ended December 31, 2004).10.1.33
                          *
                            +
                          Severance
      Agreement among Strategic Energy, L.L.C., Great Plains Energy Incorporated
      and Shahid J. Malik, dated as of November 10, 2004 (Exhibit 10.1.q to Form
      10-K for the year ended December 31, 2004).10.1.34
                          *
                            +
                          Letter
      regarding enhanced supplemental retirement and severance benefit for
      William H. Downey, dated August 5, 2008) (Exhibit 10.1.23 to Form 10-Q for
      the quarter ended June 30, 2008).10.1.35
                          +
                          Employment
      offer letters to Michael J. Chesser dated September 10 and September 16,
      2003.10.1.36
                          *
                          Asset
      Purchase Agreement by and among Aquila, Inc., Black Hills Corporation,
      Great Plains Energy Incorporated, and Gregory Acquisition Corp., dated
      February 6, 2007 (Exhibit 10.1 to Form 8-K dated February 7,
      2007).10.1.37
                          *
                          Partnership
      Interests Purchase Agreement by and among Aquila, Inc., Aquila Colorado,
      LLC, Black Hills Corporation, Great Plains Energy Incorporated, and
      Gregory Acquisition Corp., dated February 6, 2007 (Exhibit 10.2 to Form
      8-K dated February 7, 2007).10.1.38
                          *
                          Letter
      Agreement dated as of June 29, 2007 to Asset Purchase Agreement and
      Partnership Interests Purchase Agreement by and among Aquila, Inc., Black
      Hills Corporation, Great Plains Energy Incorporated, and Gregory
      Acquisition Corp., dated February 6, 2007 (Exhibit 10.1.1 to Form 10-Q for
      the quarter ended June 30,
2007).
  149
    10.1.39
                          *
                          Letter
      Agreement dated as of August 31, 2007, to Asset Purchase Agreement and
      Partnership Interests Purchase Agreement by and among Aquila, Inc., Black
      Hills Corporation, Great Plains Energy Incorporated and Gregory
      Acquisition Corp (Exhibit 10.1.4 to Form 10-Q for the quarter ended
      September 30, 2007).10.1.40
                          *
                          Letter
      Agreement dated as of September 28, 2007, to Asset Purchase Agreement and
      Partnership Interests Purchase Agreement by and among Aquila, Inc., Black
      Hills Corporation, Great Plains Energy Incorporated and Gregory
      Acquisition Corp (Exhibit 10.1.5 to Form 10-Q for the quarter ended
      September 30, 2007).10.1.41
                          *
                          Letter
      Agreement dated as of October 3, 2007, to Agreement and Plan of Merger,
      Asset Purchase Agreement and Partnership Interests Purchase Agreement by
      and among Aquila, Inc., Black Hills Corporation, Great Plains Energy
      Incorporated and Gregory Acquisition Corp (Exhibit 10.1.6 to Form 10-Q for
      the quarter ended September 30, 2007).10.1.42
                          *
                          Letter
      Agreement dated as of November 30, 2007, to Asset Purchase Agreement and
      Partnership Interests Purchase Agreement by and among Aquila, Inc., Black
      Hills Corporation, Great Plains Energy Incorporated and Gregory
      Acquisition Corp. (Exhibit 10.1.40 to Form 10-K for the year ended
      December 31, 2007).10.1.43
                          *
                          Letter
      Agreement dated as of January 30, 2008, to Asset Purchase Agreement and
      Partnership Interests Purchase Agreement by and among Aquila, Inc., Black
      Hills Corporation, Great Plains Energy Incorporated and Gregory
      Acquisition Corp. (Exhibit 10.1.41 to Form 10-K for the year ended
      December 31, 2007).10.1.44
                          *
                          Letter
      Agreement dated as of February 28, 2008, to Asset Purchase Agreement and
      Partnership Interests Purchase Agreement by and among Aquila, Inc., Black
      Hills Corporation, Great Plains Energy Incorporated and Gregory
      Acquisition Corp. (Exhibit 10.1.3 to Form 10-Q for the quarter ended March
      31, 2008).10.1.45
                          *
                          Letter
      Agreement dated as of March 28, 2008, to Asset Purchase Agreement and
      Partnership Interests Purchase Agreement by and among Aquila, Inc., Black
      Hills Corporation, Great Plains Energy Incorporated and Gregory
      Acquisition Corp. (Exhibit 10.1.4 to Form 10-Q for the quarter ended March
      31, 2008).10.1.46
                          *
                          Letter
      Agreement dated as of April 28, 2008, to Asset Purchase Agreement and
      Partnership Interests Purchase Agreement by and among Aquila, Inc., Black
      Hills Corporation, Great Plains Energy Incorporated and Gregory
      Acquisition Corp. (Exhibit 10.1.5 to Form 10-Q for the quarter ended March
      31, 2008).10.1.47
                          *
                          Letter
      Agreement dated as of May 29, 2008, to Asset Purchase Agreement and
      Partnership Interests Purchase Agreement by and among Aquila, Inc., Black
      Hills Corporation, Great Plains Energy Incorporated and Gregory
      Acquisition Corp. (Exhibit 10.1.5 to Form 10-Q for the quarter ended June
      30, 2008).10.1.48
                          *
                          Letter
      Agreement dated as of June 19, 2008, to Asset Purchase Agreement and
      Partnership Interests Purchase Agreement by and among Aquila, Inc., Black
      Hills Corporation, Great Plains Energy Incorporated and Gregory
      Acquisition Corp. (Exhibit 10.1.6 to Form 10-Q for the quarter ended June
      30, 2008).10.1.49
                          *
                          Letter
      Agreement dated as of June 27, 2008, to Asset Purchase Agreement and
      Partnership Interests Purchase Agreement by and among Aquila, Inc., Black
      Hills Corporation, Great Plains Energy Incorporated and Gregory
      Acquisition Corp. (Exhibit 10.1.7 to Form 10-Q for the quarter ended June
      30,
2008).


150


10.1.50
                  *
                  Joint
      Motion and Settlement Agreement dated as of February 26, 2008, among Great
      Plains Energy Incorporated, Kansas City Power & Light Company, the
      Kansas Corporation Commission Staff, the Citizens’ Utility Ratepayers
      Board, Aquila, Inc. d/b/a Aquila Networks, Black Hills Corporation, and
      Black Hills/Kansas Gas Utility Company, LLC (Exhibit 10.1.7 to Form 10-Q
      for the quarter ended March 31, 2008).10.1.51
                  *
                  Purchase
      Agreement, dated as of April 1, 2008, by and among Custom Energy Holdings,
      L.L.C., Direct Energy Services, LLC and Great Plains Energy Incorporated
      (Exhibit 10.1 to Form 8-K filed April 2, 2008).10.1.52
                  *
                  Credit
      Agreement dated as of May 11, 2006, among Great Plains Energy
      Incorporated, Bank of America, N.A., JPMorgan Chase Bank, N.A., BNP
      Paribas, The Bank of Tokyo-Mitsubishi UFJ, Limited, Chicago Branch,
      Wachovia Bank N.A., The Bank of New York, Keybank National Association,
      The Bank of Nova Scotia, UMB Bank, N.A., and Commerce Bank, N.A. (Exhibit
      10.1.a to Form 10-Q for the quarter ended June 30, 2006).10.1.53
                  *
                  Notice
      of Election to Transfer Unused Commitment between the Great Plains Energy
      Incorporated and Kansas City Power & Light Company Credit Agreements
      dated as of May 11, 2006, with Bank of America, N.A., as Administrative
      Agent, JPMorgan Chase Bank, N.A., as Syndication Agent, BNP Paribas, The
      Bank of Tokyo-Mitsubishi UFJ, Limited, Chicago Branch and Wachovia Bank
      N.A., as Co-Documentation Agents, The Bank of New York, KeyBank National
      Association, The Bank of Nova Scotia, UMB Bank, N.A., and Commerce Bank,
      N.A. (Exhibit 10.1.2 to Form 10-Q for the quarter ended June 30,
      2007).10.1.54
                  *
                  First
      Amendment to Credit Agreement dated as of May 16, 2008, among Great Plains
      Energy Incorporated, the Lenders party thereto and Bank of America, N.A.,
      as Administrative Agent (Exhibit 10.1 to Form 8-K filed on May 22,
      2008).10.1.55
                  *
                  Second
      Amendment to Credit Agreement dated as of May 16, 2008, among Great Plains
      Energy Incorporated, the Lenders party thereto and Bank of America, N.A.,
      as Administrative Agent (Exhibit 10.2 to Form 8-K filed on May 22,
      2008).10.1.56
                  *
                  Third
      Amendment to Credit Agreement dated as of June 13, 2008, among Great
      Plains Energy Incorporated, the Lenders party thereto and Bank of America,
      N.A., as Administrative Agent (Exhibit 10.1 to Form 8-K filed on June 19,
      2008).10.1.57
                  *
                  Financing
      Agreement dated as of April 22, 2005, among Aquila, Inc., the lenders
      from time to time party thereto, and Union Bank of California, N.A.,
      as agent (Exhibit 10.1 to Form 8-K filed by Aquila, Inc. on
      April 26, 2005).10.1.58
                  *
                  Amendment
      No. 2 to Financing Agreement dated December 9, 2006, by and
      between Aquila, Inc., the lenders from time to time party thereto, and
      Union Bank of California, N.A., as agent (Exhibit 10.1 to
      Form 8-K filed by Aquila, Inc. on December 11,
      2006).10.1.59
                  *
                  Amendment
      to Financing Agreement dated June 10, 2008, by and among Aquila, Inc., the
      lenders from time to time party thereto, and Union Bank of California,
      N.A., as agent (Exhibit 10.1.3 to Form 10-Q for the quarter ended
      September 30, 2008).10.1.60
                  
                  Amendment
      to Financing Agreement dated October 28, 2008, by and among KCP&L
      Greater Missouri Operations Company, the lenders from time to time party
      thereto, and Union Bank of California, N.A., as
  agent.
 151
 10.1.61
                    *
                    Guaranty
      dated as of July 14, 2008, between Great Plains Energy Incorporated and
      Union Bank of California, N.A., related to Financing Agreement dated as of
      April 22, 2005, as amended, among Aquila, Inc., the lenders from time to
      time party thereto, and Union Bank of California, N.A. as Agent. (Exhibit
      10.1 to Form 8-K filed July 18, 2008).10.1.62
                    *
                    Guaranty
      dated as of July 15, 2008, issued by Great Plains Energy Incorporated in
      favor of Union Bank of California, N.A., as successor trustee, and the
      holders of the Aquila, Inc., 11.875% Senior Notes due July 1, 2012.
      (Exhibit 10.3 to Form 8-K filed July 18, 2008).10.1.63
                    *
                    Guaranty
      dated as of July 15, 2008, issued by Great Plains Energy Incorporated in
      favor of Union Bank of California, N.A., as successor trustee, and the
      holders of the Aquila, Inc., 7.75% Senior Notes due June 15, 2011.
      (Exhibit 10.4 to Form 8-K filed July 18, 2008).10.1.64
                    *
                    Guaranty
      dated as of July 15, 2008, issued by Great Plains Energy Incorporated in
      favor of Union Bank of California, N.A., as successor trustee, and the
      holders of the Aquila, Inc., 7.95% Senior Notes due February 1, 2011.
      (Exhibit 10.5 to Form 8-K filed July 18, 2008).10.1.65
                    *
                    Guaranty
      dated as of July 15, 2008, issued by Great Plains Energy Incorporated in
      favor of Union Bank of California, N.A., as successor trustee, and the
      holders of the Aquila, Inc., 8.27% Senior Notes due November 15, 2021.
      (Exhibit 10.6 to Form 8-K filed July 18, 2008).10.1.66
                    *
                    Guaranty
      dated as of July 15, 2008, issued by Great Plains Energy Incorporated in
      favor of Union Bank of California, N.A., as successor trustee, and the
      holders of the Aquila, Inc., 7.625% Senior Notes due November 15, 2009.
      (Exhibit 10.7 to Form 8-K filed July 18, 2008).10.1.67
                    *
                    Credit
      Agreement dated as of September 23, 2008, among Aquila, Inc., as the
      Borrower, Great Plains Energy Incorporated, as the Guarantor, certain
      lenders, Bank of America, N.A., as Administrative Agent, Union Bank of
      California, N.A., as Syndication Agent and BNP Paribas, JPMorgan Chase
      Bank, N.A. and The Royal Bank of Scotland plc as Co-Documentation Agents,
      Banc of America Securities LLC and Union Bank of California, N.A., as
      Joint Lead Arrangers and Joint Book Managers. (Exhibit 10.1 to Form 8-K
      filed on September 23, 2008).10.1.68
                    *
                    Sales
      Agency Financing Agreement dated August 14, 2008 between Great Plains
      Energy Incorporated and BNY Mellon Capital Markets, LLC. (Exhibit 1.1 to
      Form 8-K filed August 14, 2008).12.1
                    
                    Computation
      of Ratio of Earnings to Fixed Charges.21.1
                    
                    List
      of Subsidiaries of Great Plains Energy Incorporated.23.1
                    
                    Consent
      of Independent Registered Public Accounting Firm.24.1
                    
                    Powers
      of Attorney.31.1.a
                    
                    Rule
      13a-14(a)/15d-14(a) Certifications of Michael J. Chesser.31.1.b
                    
                    Rule
      13a-14(a)/15d-14(a) Certifications of Terry Bassham.32.1
                    
                    Section
      1350
Certifications.
 
 *Filed
with the SEC as exhibits to prior SEC filings and are incorporated herein by
reference and made a part hereof.  The SEC filing and the exhibit
number of the documents so filed, and incorporated herein by reference, are
stated in parenthesis in the description of such exhibit.
  +
Indicates management contract or compensatory plan or arrangement.
  152
 Copies of
any of the exhibits filed with the SEC in connection with this document may be
obtained from Great Plains Energy upon written request.


KCP&L
Documents
 ExhibitNumber
                        
                        Description of Document3.2.1
                        *
                        Restated
      Articles of Consolidation of Kansas City Power & Light Company, as
      amended October 1, 2001 (Exhibit 3-(i) to Form 10-Q for the quarter
      ended September 30, 2001).3.2.2
                        *
                        By-laws
      of Kansas City Power & Light Company, as amended April 1, 2008
      (Exhibit 3.2. to Form 8-K dated April 7, 2008).4.2.1
                        *
                        General
      Mortgage and Deed of Trust dated as of December 1, 1986, between Kansas
      City Power & Light Company and UMB Bank, n.a. (formerly United
      Missouri Bank of Kansas City, N.A.), Trustee (Exhibit 4-bb to Form 10-K
      for the year ended December 31, 1986).4.2.2
                        *
                        Fourth
      Supplemental Indenture dated as of February 15, 1992, to Indenture
      dated as of December 1, 1986 (Exhibit 4-y to Form 10-K for the year
      ended December 31, 1991).4.2.3
                        *
                        Fifth
      Supplemental Indenture dated as of September 15, 1992, to Indenture
      dated as of December 1, 1986 (Exhibit 4-a to quarterly report on Form
      10-Q for the quarter ended September 30, 1992).4.2.4
                        *
                        Seventh
      Supplemental Indenture dated as of October 1, 1993, to Indenture
      dated as of December 1, 1986 (Exhibit 4-a to quarterly report on Form
      10-Q for the quarter ended September 30, 1993).4.2.5
                        *
                        Eighth
      Supplemental Indenture dated as of December 1, 1993, to Indenture
      dated as of December 1, 1986 (Exhibit 4 to Registration Statement,
      Registration No. 33-51799).4.2.6
                        *
                        Eleventh
      Supplemental Indenture dated as of August 15, 2005, to the General
      Mortgage and Deed of Trust dated as of December 1, 1986, between Kansas
      City Power & Light Company and UMB Bank, n.a. (formerly United
      Missouri Bank of Kansas City, N.A.), Trustee (Exhibit 4.2 to Form 10-Q for
      the quarter ended September 30, 2005).4.2.7
                        *
                        Indenture
      for Medium-Term Note Program dated as of February 15, 1992, between
      Kansas City Power & Light Company and The Bank of New York (Exhibit
      4-bb to Registration Statement, Registration No. 33-45736).4.2.8
                        *
                        Indenture
      for $150 million aggregate principal amount of 6.50% Senior Notes due
      November 15, 2011 and $250 million aggregate principal amount of 7.125%
      Senior Notes due December 15, 2005 dated as of December 1, 2000,
      between Kansas City Power & Light Company and The Bank of New York
      (Exhibit 4-a to Report on Form 8-K dated December 18,
      2000).4.2.9
                        *
                        Indenture
      dated March 1, 2002 between The Bank of New York and Kansas City Power
      & Light Company (Exhibit 4.1.b. to Form 10-Q for the quarter ended
      March 31, 2002).4.2.10
                        *
                        Supplemental
      Indenture No. 1 dated as of November 15, 2005, to Indenture dated March 1,
      2002 between The Bank of New York and Kansas City Power & Light
      Company (Exhibit 4.2.j to Form 10-K for the year ended December 31,
      2005).
 153
 4.2.11
                    *
                    Indenture
      dated as of May 1, 2007, between Kansas City Power & Light Company and
      The Bank of New York Trust Company, N.A., as trustee (Exhibit 4.1 to Form
      8-K dated June 4, 2007).4.2.12
                    *
                    Supplemental
      Indenture No. 1 dated as of June 4, 2007 between Kansas City Power &
      Light Company and The Bank of New York Trust Company, N.A., as trustee
      (Exhibit 4.2 to Form 8-K dated June 4, 2007).4.2.13
                    *
                    Supplemental
      Indenture No. 2 dated as of March 11, 2008, between Kansas City Power
      & Light Company and The Bank of New York Trust Company, N.A., as
      trustee (Exhibit 4.2 to Form 8-K dated March 11, 2008).10.2.1
                    *
                    Insurance
      agreement between Kansas City Power & Light Company and XL Capital
      Assurance Inc., dated December 5, 2002 (Exhibit 10.2.f to Form 10-K for
      the year ended December 31, 2002).10.2.2
                    *
                    Insurance
      Agreement dated as of August 1, 2004, between Kansas City Power &
      Light Company and XL Capital Assurance Inc. (Exhibit 10.2 to Form 10-Q for
      the quarter ended September 30, 2004).10.2.3
                    *
                    Insurance
      Agreement dated as of September 1, 2005, between Kansas City Power &
      Light Company and XL Capital Assurance Inc. (Exhibit 10.2.e to Form 10-K
      for the year ended December 31, 2005).10.2.4
                    *
                    Insurance
      Agreement dated as of September 1, 2005, between Kansas City Power &
      Light Company and XL Capital Assurance Inc. (Exhibit 10.2.e to Form 10-K
      for the year ended December 31, 2005).
 10.2.5
                    *
                    Insurance
      Agreement dated as of September 19, 2007, by and between Financial
      Guaranty Insurance Company and Kansas City Power & Light Company
      (Exhibit 10.2.2 1 to Form 10Q for the quarter ended September 30,
      2007).
 10.2.6
                  *
                  Iatan
      Unit 2 and Common Facilities Ownership Agreement, dated as of May 19,
      2006, among Kansas City Power & Light Company, Aquila, Inc., The
      Empire District Electric Company, Kansas Electric Power Cooperative, Inc.,
      and Missouri Joint Municipal Electric Utility Commission (Exhibit 10.2.a
      to Form 10-Q for the quarter ended June 30, 2006).
 10.2.7
                      *
                      Contract
      between Kansas City Power & Light Company and ALSTOM Power Inc. for
      Engineering, Procurement, and Constructions Services for Air Quality
      Control Systems and Selective Catalytic Reduction Systems at Iatan
      Generating Station Units 1 and 2 and the Pulverized Coal-Fired Boiler at
      Iatan Generating Station Unit 2, dated as of August 10, 2006 (Exhibit
      10.2.a to Form 10-Q for the quarter ended September 30,
2006).10.2.8
                      *
                      Credit
      Agreement dated as of May 11, 2006, among Kansas City Power & Light
      Company, Bank of America, N.A., JPMorgan Chase Bank, N.A., BNP Paribas,
      The Bank of Tokyo-Mitsubishi UFJ, Limited, Chicago Branch, Wachovia Bank
      N.A., The Bank of New York, Keybank National Association, The Bank of Nova
      Scotia, UMB Bank, N.A., and Commerce Bank, N.A. (Exhibit 10.2.b to Form
      10-Q for the quarter ended June 30, 2006).
 154
 10.2.9
                                    *
                                    Notice
      of Election to Transfer Unused Commitment between the Great Plains Energy
      Incorporated and Kansas City Power & Light Company Credit Agreements
      dated as of May 11, 2006, with Bank of America, N.A., as Administrative
      Agent, JPMorgan Chase Bank, N.A., as Syndication Agent, BNP Paribas, The
      Bank of Tokyo-Mitsubishi UFJ, Limited, Chicago Branch and Wachovia Bank
      N.A., as Co-Documentation Agents, The Bank of New York, KeyBank National
      Association, The Bank of Nova Scotia, UMB Bank, N.A., and Commerce Bank,
      N.A. (Exhibit 10.1.2 to Quarterly Report on Form 10-Q for the quarter
      ended June 30, 2007).10.2.10
                                    *
                                    Stipulation
      and Agreement dated March 28, 2005, among Kansas City Power & Light
      Company, Staff of the Missouri Public Service Commission, Office of the
      Public Counsel, Missouri Department of Natural Resources, Praxair, Inc.,
      Missouri Independent Energy Consumers, Ford Motor Company, Aquila, Inc.,
      The Empire District Electric Company, and Missouri Joint Municipal
      Electric Utility Commission (Exhibit 10.2 to Form 10-Q for the quarter
      ended March 31, 2005).10.2.11
                                    *
                                    Stipulation
      and Agreement filed April 27, 2005, among Kansas City Power & Light
      Company, the Staff of the State Corporation Commission of the State of
      Kansas, Sprint, Inc., and the Kansas Hospital Association (Exhibit 10.2.a
      to Form 10-Q for the quarter ended June 30, 2005).10.2.12
                                    *
                                    Joint
      Motion and Settlement Agreement dated as of February 26, 2008, among Great
      Plains Energy Incorporated, Kansas City Power & Light Company, the
      Kansas Corporation Commission Staff, the Citizens’ Utility Ratepayers
      Board, Aquila, Inc. d/b/a Aquila Networks, Black Hills Corporation, and
      Black Hills/Kansas Gas Utility Company, LLC (Exhibit 10.1.7 to Form 10-Q
      for the quarter ended March 31, 2008).10.2.13
                                    *
                                    Purchase
      and Sale Agreement dated as of July 1, 2005, between Kansas City
      Power & Light Company, as Originator, and Kansas City Power &
      Light Receivables Company, as Buyer (Exhibit 10.2.b to Form 10-Q for the
      quarter ended June 30, 2005).10.2.14
                                    *
                                    Receivables
      Sale Agreement dated as of July 1, 2005, among Kansas City Power &
      Light Receivables Company, as the Seller, Kansas City Power & Light
      Company, as the Initial Collection Agent, The Bank of Tokyo-Mitsubishi,
      Ltd., New York Branch, as the Agent, and Victory Receivables Corporation
      (Exhibit 10.2.c to Form 10-Q for the quarter ended June 30,
      2005).10.2.15
                                    *
                                    Amendment
      No. 1 dated as of April 2, 2007, among Kansas City Power & Light
      Receivables Company, Kansas City Power & Light Company, The Bank of
      Tokyo-Mitsubishi UFJ, Ltd., New York Branch and Victory Receivables
      Corporation to the Receivables Sale Agreement dated as of July 1, 2005
      (Exhibit 10.2.2 to Form 10-Q for the quarter ended March 31,
      2007).10.2.16
                                    *
                                    Amendment
      No. 2 dated as of July 11, 2008, among Kansas City Power & Light
      Receivables Company, Kansas City Power & Light Company, The Bank of
      Tokyo-Mitsubishi UFJ, Ltd., New York Branch and Victory Receivables
      Corporation to the Receivables Sale Agreement dated as of July 1, 2005
      (Exhibit 10.2.2 to For 10-Q for the quarter ended June 30,
      2008).10.2.17
                                    *
                                    Collaboration
      Agreement dated as of March 19, 2007, among Kansas City Power & Light
      Company, Sierra Club and Concerned Citizens of Platte County, Inc (Exhibit
      10.1 to Form 8-K filed on March 20, 2007).10.2.18
                                    *
                                    Joint
      Operating Agreement between Kansas City Power & Light Company and
      Aquila, Inc., dated as of October 10, 2008 (Exhibit 10.2.1 to Form 10-Q
      for the quarter ended September 30, 2008).
 
 155
  10.2.19
                    *
                      +
                    Great
      Plains Energy Incorporated Kansas City Power & Light Company Annual
      Incentive Plan amended effective as of January 1, 2007, and 2008
      objectives adopted as of May 6, 2008 (Exhibit 10.1.22 to Form 10-Q for the
      quarter ended June 30, 2008).10.2.20
                    +
                    Agreement
      between Kansas City Power & Light Company and Stephen T. Easley dated
      December 2, 2008.10.2.21
                    +
                    Employment
      offer letter to John R. Marshall dated April 7,
      2005.12.2
                    
                    Computation
      of Ratio of Earnings to Fixed Charges.23.2
                    
                    Consent
      of Independent Registered Public Accounting Firm.24.2
                    
                    Powers
      of Attorney.31.2.a
                    
                    Rule
      13a-14(a)/15d-14(a) Certifications of William H. Downey.31.2.b
                    
                    Rule
      13a-14(a)/15d-14(a) Certifications of Terry Bassham.32.2
                    
                    Section
      1350
Certifications.
  *Filed with the SEC as
exhibits to prior SEC filings and are incorporated herein by reference and made
a part hereof.  The SEC filings and the exhibit number of the
documents so filed, and incorporated herein by reference, are stated in
parenthesis in the description of such exhibit.
  +
Indicates management contract or compensatory plan or arrangement.
  Copies of
any of the exhibits filed with the SEC in connection with this document may be
obtained from KCP&L upon written request.
  KCP&L
agrees to furnish to the SEC upon request any instrument with respect to
long-term debt as to which the total amount of securities authorized does not
exceed 10% of total assets of KCP&L and its subsidiaries on a consolidated
basis.
 156
 Schedule
I – Parent Company Financial Statements
 GREAT
      PLAINS ENERGY INCORPORATEDIncome
      Statements of Parent CompanyYear
      Ended December 31
                                                                                    2008
                                                                                    2007
                                                                                    2006Operating
      Expenses
                                                                                    (millions,
      except per share amounts)Selling,
      general and administrative
                                                                                    $
                                                                                    9.3
                                                                                    
                                                                                    $
                                                                                    18.5
                                                                                    
                                                                                    $
                                                                                    7.1Maintenance
                                                                                    
                                                                                    1.0
                                                                                    
                                                                                    
                                                                                    0.8
                                                                                    
                                                                                    
                                                                                    -General
      taxes
                                                                                    
                                                                                    0.8
                                                                                    
                                                                                    
                                                                                    0.3
                                                                                    
                                                                                    
                                                                                    0.3Total
                                                                                    
                                                                                    11.1
                                                                                    
                                                                                    
                                                                                    19.6
                                                                                    
                                                                                    
                                                                                    7.4Operating
      loss
                                                                                    
                                                                                    (11.1
                                                                                    )
                                                                                    
                                                                                    (19.6
                                                                                    )
                                                                                    
                                                                                    (7.4
                                                                                    )Equity
      in earnings from subsidiaries
                                                                                    
                                                                                    144.8
                                                                                    
                                                                                    
                                                                                    156.8
                                                                                    
                                                                                    
                                                                                    152.1Non-operating
      income
                                                                                    
                                                                                    0.6
                                                                                    
                                                                                    
                                                                                    4.2
                                                                                    
                                                                                    
                                                                                    1.1Interest
      charges
                                                                                    
                                                                                    (19.2
                                                                                    )
                                                                                    
                                                                                    (26.8
                                                                                    )
                                                                                    
                                                                                    (8.9
                                                                                    )Income
      from continuing operations before income taxes
                                                                                    
                                                                                    115.1
                                                                                    
                                                                                    
                                                                                    114.6
                                                                                    
                                                                                    
                                                                                    136.9Income
      taxes
                                                                                    
                                                                                    4.4
                                                                                    
                                                                                    
                                                                                    6.3
                                                                                    
                                                                                    
                                                                                    (0.2
                                                                                    )Income
      from continuing operations
                                                                                    
                                                                                    119.5
                                                                                    
                                                                                    
                                                                                    120.9
                                                                                    
                                                                                    
                                                                                    136.7Equity
      in earnings from discontinued subsidiary
                                                                                    
                                                                                    35.0
                                                                                    
                                                                                    
                                                                                    38.3
                                                                                    
                                                                                    
                                                                                    (9.1
                                                                                    )Net
      income
                                                                                    
                                                                                    154.5
                                                                                    
                                                                                    
                                                                                    159.2
                                                                                    
                                                                                    
                                                                                    127.6Preferred
      stock dividend requirements
                                                                                    
                                                                                    1.6
                                                                                    
                                                                                    
                                                                                    1.6
                                                                                    
                                                                                    
                                                                                    1.6Earnings
      available for common shareholders
                                                                                    $
                                                                                    152.9
                                                                                    
                                                                                    $
                                                                                    157.6
                                                                                    
                                                                                    $
                                                                                    126.0Average
      number of basic common shares outstanding
                                                                                    
                                                                                    101.1
                                                                                    
                                                                                    
                                                                                    84.9
                                                                                    
                                                                                    
                                                                                    78.0Average
      number of diluted common shares outstanding
                                                                                    
                                                                                    101.2
                                                                                    
                                                                                    
                                                                                    85.2
                                                                                    
                                                                                    
                                                                                    78.2Basic
      earnings (loss) per common shareContinuing
      operations
                                                                                    $
                                                                                    1.16
                                                                                    
                                                                                    $
                                                                                    1.41
                                                                                    
                                                                                    $
                                                                                    1.74Discontinued
      operations
                                                                                    
                                                                                    0.35
                                                                                    
                                                                                    
                                                                                    0.45
                                                                                    
                                                                                    
                                                                                    (0.12
                                                                                    )Basic
      earnings per common share
                                                                                    $
                                                                                    1.51
                                                                                    
                                                                                    $
                                                                                    1.86
                                                                                    
                                                                                    $
                                                                                    1.62Diluted
      earnings (loss) per common shareContinuing
      operations
                                                                                    $
                                                                                    1.16
                                                                                    
                                                                                    $
                                                                                    1.40
                                                                                    
                                                                                    $
                                                                                    1.73Discontinued
      operations
                                                                                    
                                                                                    0.35
                                                                                    
                                                                                    
                                                                                    0.45
                                                                                    
                                                                                    
                                                                                    (0.12
                                                                                    )Diluted
      earnings per common share
                                                                                    $
                                                                                    1.51
                                                                                    
                                                                                    $
                                                                                    1.85
                                                                                    
                                                                                    $
                                                                                    1.61Cash
      dividends per common share
                                                                                    $
                                                                                    1.66
                                                                                    
                                                                                    $
                                                                                    1.66
                                                                                    
                                                                                    $
                                                                                    1.66The
      accompanying Notes to Financial Statements of Parent Company are an
      integral part of these statements.
 157
 GREAT
      PLAINS ENERGY INCORPORATEDBalance
      Sheets of Parent CompanyDecember
      31
                                                                          2008
                                                                          2007ASSETS
                                                                          (millions,
      except share amounts)Current
      AssetsCash
      and cash equivalents
                                                                          $
                                                                          12.0
                                                                          
                                                                          $
                                                                          6.6Accounts
      receivable from subsidiaries
                                                                          
                                                                          4.8
                                                                          
                                                                          
                                                                          1.0Notes
      receivable from subsidiaries
                                                                          
                                                                          0.6
                                                                          
                                                                          
                                                                          0.6Taxes
      receivable
                                                                          
                                                                          12.0
                                                                          
                                                                          
                                                                          3.7Deferred
      income taxes
                                                                          
                                                                          0.2
                                                                          
                                                                          
                                                                          -Other
                                                                          
                                                                          0.4
                                                                          
                                                                          
                                                                          0.4Total
                                                                          
                                                                          30.0
                                                                          
                                                                          
                                                                          12.3Nonutility
      Property and InvestmentsInvestment
      in KCP&L
                                                                          
                                                                          1,621.9
                                                                          
                                                                          
                                                                          1,479.4Investment
      in discontinued operations
                                                                          
                                                                          -
                                                                          
                                                                          
                                                                          233.7Investments
      in other subsidiaries
                                                                          
                                                                          1,094.8
                                                                          
                                                                          
                                                                          23.1Other
                                                                          
                                                                          1.0
                                                                          
                                                                          
                                                                          0.7Total
                                                                          
                                                                          2,717.7
                                                                          
                                                                          
                                                                          1,736.9Deferred
      Charges and Other AssetsDeferred
      income taxes
                                                                          
                                                                          1.2
                                                                          
                                                                          
                                                                          8.0Other
                                                                          
                                                                          5.0
                                                                          
                                                                          
                                                                          23.7Total
                                                                          
                                                                          6.2
                                                                          
                                                                          
                                                                          31.7Total
                                                                          $
                                                                          2,753.9
                                                                          
                                                                          $
                                                                          1,780.9The
      accompanying Notes to Financial Statements of Parent Company are an
      integral part of these statements. 158
 GREAT
      PLAINS ENERGY INCORPORATEDBalance
      Sheets of Parent CompanyDecember
      31
                                                                            2008
                                                                            2007LIABILITIES
      AND CAPITALIZATION
                                                                            (millions,
      except share amounts)Current
      LiabilitiesNotes
      payable
                                                                            $
                                                                            30.0
                                                                            
                                                                            $
                                                                            42.0Accounts
      payable to subsidiaries
                                                                            
                                                                            28.7
                                                                            
                                                                            
                                                                            10.8Accounts
      payable
                                                                            
                                                                            1.3
                                                                            
                                                                            
                                                                            0.1Accrued
      interest
                                                                            
                                                                            2.0
                                                                            
                                                                            
                                                                            2.0Other
                                                                            
                                                                            0.8
                                                                            
                                                                            
                                                                            1.3Derivative
      instruments
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            16.4Total
                                                                            
                                                                            62.8
                                                                            
                                                                            
                                                                            72.6Deferred
      Credits and Other LiabilitiesPayable
      to subsidiaries
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            0.2Other
                                                                            
                                                                            1.9
                                                                            
                                                                            
                                                                            1.7Total
                                                                            
                                                                            1.9
                                                                            
                                                                            
                                                                            1.9CapitalizationCommon
      shareholders' equityCommon
      stock-150,000,000 shares authorized without par value119,375,923
      and 86,325,136 shares issued, stated value
                                                                            
                                                                            2,118.4
                                                                            
                                                                            
                                                                            1,065.9Retained
      earnings
                                                                            
                                                                            489.3
                                                                            
                                                                            
                                                                            506.9Treasury
      stock-120,677 and 90,929 shares, at cost
                                                                            
                                                                            (3.6
                                                                            )
                                                                            
                                                                            (2.8
                                                                            )Accumulated
      other comprehensive loss
                                                                            
                                                                            (53.5
                                                                            )
                                                                            
                                                                            (2.1
                                                                            )Total
                                                                            
                                                                            2,550.6
                                                                            
                                                                            
                                                                            1,567.9Cumulative
      preferred stock $100 par value3.80%
      - 100,000 shares issued
                                                                            
                                                                            10.0
                                                                            
                                                                            
                                                                            10.04.50%
      - 100,000 shares issued
                                                                            
                                                                            10.0
                                                                            
                                                                            
                                                                            10.04.20%
      - 70,000 shares issued
                                                                            
                                                                            7.0
                                                                            
                                                                            
                                                                            7.04.35%
      - 120,000 shares issued
                                                                            
                                                                            12.0
                                                                            
                                                                            
                                                                            12.0Total
                                                                            
                                                                            39.0
                                                                            
                                                                            
                                                                            39.0Long-term
      debt
                                                                            
                                                                            99.6
                                                                            
                                                                            
                                                                            99.5Total
                                                                            
                                                                            2,689.2
                                                                            
                                                                            
                                                                            1,706.4Commitments
      and ContingenciesTotal
                                                                            $
                                                                            2,753.9
                                                                            
                                                                            $
                                                                            1,780.9The
      accompanying Notes to Financial Statements of Parent Company are an
      integral part of these statements. 159
 GREAT
      PLAINS ENERGY INCORPORATEDStatements
      of Cash Flows of Parent CompanyYear
      Ended December 31
                                                                  2008
                                                                  2007
                                                                  2006Cash
      Flows from Operating Activities
                                                                  (millions)Net
      income
                                                                  $
                                                                  154.5
                                                                  
                                                                  $
                                                                  159.2
                                                                  
                                                                  $
                                                                  127.6Adjustments
      to reconcile income to net cash from operating activities:Amortization
                                                                  
                                                                  0.9
                                                                  
                                                                  
                                                                  1.0
                                                                  
                                                                  
                                                                  0.6Deferred
      income taxes, net
                                                                  
                                                                  3.3
                                                                  
                                                                  
                                                                  (6.2
                                                                  )
                                                                  
                                                                  -Equity
      in earnings from subsidiaries
                                                                  
                                                                  (144.8
                                                                  )
                                                                  
                                                                  (156.8
                                                                  )
                                                                  
                                                                  (152.1
                                                                  )Equity
      in earnings from discontinued operations
                                                                  
                                                                  (35.0
                                                                  )
                                                                  
                                                                  (38.3
                                                                  )
                                                                  
                                                                  9.1Cash
      flows affected by changes in:Accounts
      receivable from subsidiaries
                                                                  
                                                                  (26.3
                                                                  )
                                                                  
                                                                  0.6
                                                                  
                                                                  
                                                                  (0.6
                                                                  )Taxes
      receivable
                                                                  
                                                                  (8.7
                                                                  )
                                                                  
                                                                  (1.8
                                                                  )
                                                                  
                                                                  (0.1
                                                                  )Accounts
      payable to subsidiaries
                                                                  
                                                                  17.7
                                                                  
                                                                  
                                                                  (4.8
                                                                  )
                                                                  
                                                                  15.1Other
      accounts payable
                                                                  
                                                                  0.2
                                                                  
                                                                  
                                                                  0.1
                                                                  
                                                                  
                                                                  (0.1
                                                                  )Accrued
      interest
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  1.1
                                                                  
                                                                  
                                                                  (0.1
                                                                  )Cash
      dividends from subsidiaries
                                                                  
                                                                  416.7
                                                                  
                                                                  
                                                                  159.7
                                                                  
                                                                  
                                                                  118.0Other
                                                                  
                                                                  2.7
                                                                  
                                                                  
                                                                  1.8
                                                                  
                                                                  
                                                                  1.7Net
      cash from operating activities
                                                                  
                                                                  381.2
                                                                  
                                                                  
                                                                  115.6
                                                                  
                                                                  
                                                                  119.1Cash
      Flows from Investing ActivitiesEquity
      contributions to subsidiaries
                                                                  
                                                                  (200.0
                                                                  )
                                                                  
                                                                  (94.0
                                                                  )
                                                                  
                                                                  (134.6
                                                                  )Net
      change in notes receivable from subsidiaries
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  1.7
                                                                  
                                                                  
                                                                  3.1GMO
      acquisition
                                                                  
                                                                  (5.0
                                                                  )
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  -Purchases
      of nonutility property
                                                                  
                                                                  (0.3
                                                                  )
                                                                  
                                                                  (0.7
                                                                  )
                                                                  
                                                                  -Net
      cash from investing activities
                                                                  
                                                                  (205.3
                                                                  )
                                                                  
                                                                  (93.0
                                                                  )
                                                                  
                                                                  (131.5
                                                                  )Cash
      Flows from Financing ActivitiesIssuance
      of common stock
                                                                  
                                                                  15.3
                                                                  
                                                                  
                                                                  10.5
                                                                  
                                                                  
                                                                  153.6Issuance
      of long-term debt
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  99.5
                                                                  
                                                                  
                                                                  -Issuance
      fees
                                                                  
                                                                  (1.0
                                                                  )
                                                                  
                                                                  (1.4
                                                                  )
                                                                  
                                                                  (5.7
                                                                  )Net
      change in notes payable to subsidiaries
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  (13.2
                                                                  )
                                                                  
                                                                  13.2Net
      change in short-term borrowings
                                                                  
                                                                  (12.0
                                                                  )
                                                                  
                                                                  42.0
                                                                  
                                                                  
                                                                  (6.0
                                                                  )Equity
      forward settlement
                                                                  
                                                                  -
                                                                  
                                                                  
                                                                  (12.3
                                                                  )
                                                                  
                                                                  -Dividends
      paid
                                                                  
                                                                  (172.0
                                                                  )
                                                                  
                                                                  (144.5
                                                                  )
                                                                  
                                                                  (132.7
                                                                  )Other
      financing activities
                                                                  
                                                                  (0.8
                                                                  )
                                                                  
                                                                  (2.4
                                                                  )
                                                                  
                                                                  (6.2
                                                                  )Net
      cash from financing activities
                                                                  
                                                                  (170.5
                                                                  )
                                                                  
                                                                  (21.8
                                                                  )
                                                                  
                                                                  16.2Net
      Change in Cash and Cash Equivalents
                                                                  
                                                                  5.4
                                                                  
                                                                  
                                                                  0.8
                                                                  
                                                                  
                                                                  3.8Cash
      and Cash Equivalents at Beginning of Year
                                                                  
                                                                  6.6
                                                                  
                                                                  
                                                                  5.8
                                                                  
                                                                  
                                                                  2.0Cash
      and Cash Equivalents at End of Year
                                                                  $
                                                                  12.0
                                                                  
                                                                  $
                                                                  6.6
                                                                  
                                                                  $
                                                                  5.8The
      accompanying Notes to Financial Statements of Parent Company are an
      integral part of these statements.
 
 
 GREAT
PLAINS ENERGY INCORPORATED
 Statements
of Common Shareholders’ Equity of Parent Company
 Statements
of Comprehensive Income of Parent Company
 
 Incorporated
by reference is Great Plains Energy Consolidated Statements of Common
Shareholders’ Equity and Consolidated Statements of Comprehensive
Income.
 160
 GREAT
PLAINS ENERGY INCORPORATED
 NOTES
TO FINANCIAL STATEMENTS OF PARENT COMPANY
  The Great
Plains Energy Incorporated Notes to Consolidated Financial Statements in Part
II, Item 8 should be read in conjunction with the Great Plains Energy
Incorporated Parent Company Financial Statements.
  Schedule
II – Valuation and Qualifying Accounts and Reserves
 Great
      Plains EnergyValuation
      and Qualifying AccountsYears
      Ended December 31, 2008, 2007 and 2006AdditionsChargedBalance
      At
                                                                                                                                                                                                                                                                                                                                                                                  To
      Costs
                                                                                                                                                                                                                                                                                                                                                                                  Charged
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  BalanceBeginning
                                                                                                                                                                                                                                                                                                                                                                                  And
                                                                                                                                                                                                                                                                                                                                                                                  To
      Other
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  At
      EndDescription
                                                                                                                                                                                                                                                                                                                                                                                  Of
      Period
                                                                                                                                                                                                                                                                                                                                                                                  Expenses
                                                                                                                                                                                                                                                                                                                                                                                  Accounts
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  Deductions
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  Of
      PeriodYear
      Ended December 31, 2008
                                                                                                                                                                                                                                                                                                                                                                                  (millions)Allowance
      for uncollectible accounts
                                                                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                                                                  4.3
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                                                                  7.6
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                                                                  6.8
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  (a)
                                                                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                                                                  11.9
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  (b)
                                                                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                                                                  6.8Legal
      reserves
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  2.2
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  8.3
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  9.5
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  (c)
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  9.8
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  (d)
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  10.2Environmental
      reserves
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  0.3
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  0.2
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  (c)
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  0.5Uncertain
      tax positions(e)
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  7.9
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  1.8
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  74.9
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  (c)
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  5.9
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  (f)
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  78.7Tax
      valuation allowance
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  0.9
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  74.9
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  (c)
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  75.8Year
      Ended December 31, 2007Allowance
      for uncollectible accounts
                                                                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                                                                  4.2
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                                                                  5.4
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                                                                  2.9
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  (a)
                                                                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                                                                  8.2
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  (b)
                                                                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                                                                  4.3Legal
      reserves
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  3.9
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  1.9
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  3.6
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  (c)
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  2.2Environmental
      reserves
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  0.3
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  0.3Uncertain
      tax positions (e)
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  4.2
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  2.5
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  1.9
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  (g)
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  0.7
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  (f)
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  7.9Year
      Ended December 31, 2006Allowance
      for uncollectible accounts
                                                                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                                                                  2.6
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                                                                  4.5
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                                                                  4.4
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  (a)
                                                                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                                                                  7.3
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  (b)
                                                                                                                                                                                                                                                                                                                                                                                  $
                                                                                                                                                                                                                                                                                                                                                                                  4.2Legal
      reserves
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  4.5
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  2.8
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  3.4
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  (c)
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  3.9Environmental
      reserves
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  0.3
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  0.3Uncertain
      tax positions (e)
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  3.4
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  1.0
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  -
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  0.2
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  (f)
                                                                                                                                                                                                                                                                                                                                                                                  
                                                                                                                                                                                                                                                                                                                                                                                  4.2(a)
                                                                                                                                                                                                                                                                                                                                                                                  Recoveries. 
      Charged to other accounts for the year ended December 31, 2008, includes
      the establishment of an allowanceof
      $1.1 million and a $1.4 million increase due to the acquisition of
      GMO.  Charged to other accounts for the year endedDecember
      31, 2006, includes the establishment of an allowance of $1.5
      million.(b)
                                                                                                                                                                                                                                                                                                                                                                                  Uncollectible
      accounts charged off.(c)
                                                                                                                                                                                                                                                                                                                                                                                  Acquisition
      of GMO.(d)
                                                                                                                                                                                                                                                                                                                                                                                  Payment
      of claims.(e)
                                                                                                                                                                                                                                                                                                                                                                                  Represents
      the total amount of tax expense that would impact the effective tax rate,
      if recognized, and amountsaccrued
      for interest expense related to uncertain tax positions, net of
      tax.(f)
                                                                                                                                                                                                                                                                                                                                                                                  Reversal
      of uncertain tax positions and related interest.(g)
                                                                                                                                                                                                                                                                                                                                                                                  Upon
      adoption of FIN No. 48 on January 1, 2007, $1.7 million was charged to
      retained earnings.
 161
 Kansas
      City Power & Light CompanyValuation
      and Qualifying AccountsYears
      Ended December 31, 2008, 2007 and 2006AdditionsChargedBalance
      At
                                                                                                                                                                                                                                                                                                                                                      To
      Costs
                                                                                                                                                                                                                                                                                                                                                      Charged
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      BalanceBeginning
                                                                                                                                                                                                                                                                                                                                                      And
                                                                                                                                                                                                                                                                                                                                                      To
      Other
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      At
      EndDescription
                                                                                                                                                                                                                                                                                                                                                      Of
      Period
                                                                                                                                                                                                                                                                                                                                                      Expenses
                                                                                                                                                                                                                                                                                                                                                      Accounts
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      Deductions
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      Of
      PeriodYear
      Ended December 31, 2008
                                                                                                                                                                                                                                                                                                                                                      (millions)Allowance
      for uncollectible accounts
                                                                                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                                                                                      4.3
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                                                                                      5.9
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                                                                                      3.3
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      (a)
                                                                                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                                                                                      12.3
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      (b)
                                                                                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                                                                                      1.2Legal
      reserves
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      2.2
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      3.2
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      3.0
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      (c)
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      2.4Environmental
      reserves
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      0.3
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      0.3Uncertain
      tax positions (d)
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      3.0
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      1.2
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      (e)
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      1.8Year
      Ended December 31, 2007Allowance
      for uncollectible accounts
                                                                                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                                                                                      4.2
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                                                                                      5.4
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                                                                                      2.9
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      (a)
                                                                                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                                                                                      8.2
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      (b)
                                                                                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                                                                                      4.3Legal
      reserves
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      3.9
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      1.9
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      3.6
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      (c)
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      2.2Environmental
      reserves
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      0.3
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      0.3Uncertain
      tax positions (d)
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      1.8
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      0.7
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      0.8
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      (f)
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      0.3
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      (e)
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      3.0Year
      Ended December 31, 2006Allowance
      for uncollectible accounts
                                                                                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                                                                                      2.6
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                                                                                      4.5
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                                                                                      4.4
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      (a)
                                                                                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                                                                                      7.3
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      (b)
                                                                                                                                                                                                                                                                                                                                                      $
                                                                                                                                                                                                                                                                                                                                                      4.2Legal
      reserves
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      4.5
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      2.8
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      3.4
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      (c)
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      3.9Environmental
      reserves
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      0.3
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      0.3Uncertain
      tax positions (d)
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      1.2
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      0.8
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      -
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      0.2
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      (e)
                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                                      1.8(a)
                                                                                                                                                                                                                                                                                                                                                      Recoveries. 
      Charged to other accounts for the year ended December 31, 2006, includes
      the establishment of an allowanceof
      $1.5 million.(b)
                                                                                                                                                                                                                                                                                                                                                      Uncollectible
      accounts charged off.(c)
                                                                                                                                                                                                                                                                                                                                                      Payment
      of claims.(d)
                                                                                                                                                                                                                                                                                                                                                      Represents
      the total amount of tax expense that would impact the effective tax rate,
      if recognized, and amountsaccrued
      for interest expense related to uncertain tax positions, net of
      tax.(e)
                                                                                                                                                                                                                                                                                                                                                      Reversal
      of uncertain tax positions and related interest.(f)
                                                                                                                                                                                                                                                                                                                                                      Upon
      adoption of FIN No. 48 on January 1, 2007, $0.8 million was charged to
      retained earnings.
 162
 SIGNATURES
  Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
  GREAT PLAINS ENERGY
INCORPORATED
 Date:
      February 27, 2009
              By:  /s/Michael
      J. Chesser
 Michael
J. Chesser
 Chairman
of the Board and
 Chief
Executive Officer
 
 Pursuant
to the requirements of the Securities Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.
  Signature
                        Title
                        Date/s/Michael
      J. Chesser
                          Michael
      J. Chesser
                        Chairman
      of the Board and Chief
                          Executive
      Officer
                          (Principal
      Executive Officer)
                        )
                          )
                          ))/s/Terry
      Bassham
                          Terry
      Bassham
                        Executive
      Vice President – Finance and
                          Strategic
      Development and
                          Chief
      Financial Officer
                          (Principal
      Financial Officer)
                        )
                          )
                          )
                          ))/s/Lori
      A. Wright
                          Lori
      A. Wright
                        Vice
      President and Controller
                          (Principal
      Accounting Officer)
                        )
                          ))David
      L. Bodde*
                        Director
                        )
        February 27, 2009)/s/William
      H. Downey
                          William
      H. Downey
                        Director
                        )
                          ))Randall
      C. Ferguson, Jr.*
                        Director
                        ))Gary
      D. Forsee*
                        Director
                        ))Luis
      A. Jimenez*
                        Director
                        ))James
      A. Mitchell*
                        Director
                        ))William
      C. Nelson*
                        Director
                        ))Linda
      H. Talbott*
                        Director
                        ))Robert
      H. West*
                        Director
                        )
  *By         /s/Michael
J. Chesser
 Michael J. Chesser
 Attorney-in-Fact*
 163
 SIGNATURES
  Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
  KANSAS CITY POWER & LIGHT
COMPANY
 Date:
      February 27, 2009
                By:  /s/Michael
      J. Chesser
 Michael
J. Chesser
 Chairman
of the Board and
 Chief
Executive Officer
 
 Pursuant
to the requirements of the Securities Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.
  Signature
                    Title
                    Date/s/Michael
      J. Chesser
                      Michael
      J. Chesser
                    Chairman
      of the Board and Chief
                      Executive
      Officer
                      (Principal
      Executive Officer)
                    )
                      )
                      ))/s/Terry
      Bassham
                      Terry
      Bassham
                    Executive
      Vice President – Finance and
                      Strategic
      Development and
                      Chief
      Financial Officer
                      (Principal
      Financial Officer)
                    )
                      )
                      )
                      ))/s/Lori
      A. Wright
                      Lori
      A. Wright
                    Vice
      President and Controller
                      (Principal
      Accounting Officer)
                    )
                      ))David
      L. Bodde*
                    Director
                    )
        February 27, 2009)/s/
      William H. Downey
                      William
      H. Downey
                    Director
                    )
                      ))Randall
      C. Ferguson, Jr.*
                    Director
                    ))Luis
      A. Jimenez*
                    Director
                    ))James
      A. Mitchell*
                    Director
                    ))William
      C. Nelson*
                    Director
                    ))Linda
      H. Talbott*
                    Director
                    ))
 *By         /s/Michael
J. Chesser
 Michael J. Chesser
 Attorney-in-Fact*
 164