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.

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.

Earnings Overview
Great Plains Energy's earnings available for common shareholders for the three months ended September 30, 2009, decreased to $78.7 million, or $0.58 per share compared to $104.6 million, or $0.92 per share for the same period in 2008 due to lower wholesale revenues, higher depreciation and interest expense and increased operating expenses driven by a payment to terminate a wind project and the inclusion of GMO for a full quarter, partially offset by increased retail revenue and lower purchased power expense.

Great Plains Energy's earnings available for common shareholders year to date September 30, 2009, were $133.3 million, or $1.04 per share. For the same period in 2008, Great Plains Energy had earnings available for common shareholders of $146.3 million, or $1.54 per share, including income from discontinued operations of $35.0 million, or $0.37 per share. The acquisition of GMO increased earnings $26.1 million, which includes a $16.0 million tax benefit due to the settlement of GMO's 2003-2004 tax audit in the first quarter of 2009. The impact of lower purchased power expense, an increase in the equity component of AFUDC and decreased income taxes was mostly offset by lower retail and wholesale revenues and higher depreciation and interest expense at KCP&L.
Strategic Focus
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 certain Iatan common facilities. A scheduled outage at Iatan No. 1 began in 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 turbine vibration was experienced. The turbine was repaired and Iatan No. 1 came back on-line in April 2009. During the second quarter of 2009, KCP&L completed a cost and schedule reforecast for the Iatan No. 2 project. KCP&L continues to make progress on the construction of Iatan No. 2. The anticipated in-service date for Iatan No. 2 is late summer of 2010. The following table summarizes the current cost estimates for Iatan No. 2, exclusive of AFUDC and any costs for Iatan common facilities that will be used by both Iatan No. 1 and Iatan No. 2. The cost estimates for Iatan common facilities indentified for the start-up of Iatan No. 1 are unchanged from the amounts disclosed in the 2008 Form 10-K.

                               Current Estimate      Previous Estimate
                                    Range                  Range                 Change
                                                        (millions)
Great Plains Energy's 73%     $ 1,153  -  $ 1,201    $ 1,125  -  $ 1,201    $   28  -  $    -
share of Iatan No. 2
KCP&L's 55% share of Iatan       868   -     904        847   -     904         21  -       -
No. 2

Regulatory Proceedings
In September 2008, KCP&L filed a request with the MPSC for an annual rate increase of $101.5 million, with $15.1 million of that amount treated for accounting purposes as additional amortization. On June 10, 2009, the MPSC issued its order approving in its entirety a stipulation and agreement between KCP&L and other parties to KCP&L's rate case before the MPSC. The stipulation and agreement provided for, among other things, an increase in annual revenues of $95 million effective September 1, 2009, with $10 million of that amount treated for accounting purposes as additional amortization. Parties may challenge the prudence of the cost of the Iatan Unit No. 1 environmental project and the cost of facilities used in common by Iatan Units No. 1 and No. 2 in KCP&L's next rate case, but the Missouri jurisdictional portion of any proposed rate base prudence disallowances will not exceed $30 million in aggregate.

In September 2008, GMO filed a request with the MPSC for an annual electric rate increase of $83.1 million ($66.0 million for GMO's MPS jurisdiction, and $17.1 million for GMO's L&P jurisdiction). On June 10, 2009, the MPSC issued its order approving in its entirety a stipulation and agreement between GMO and other parties to GMO's electric rate case before the MPSC. The stipulation and agreement provided for, among other things, an increase in annual revenues of $63 million ($48 million for GMO's MPS jurisdiction, and $15 million for GMO's L&P jurisdiction) effective September 1, 2009. Parties may challenge the prudence of the cost of the Iatan Unit No. 1 environmental project and the cost of facilities used in common by Iatan Units No. 1 and No. 2 in GMO's next rate case, but the GMO Missouri portion of any proposed rate base prudence disallowances will not exceed $15 million in aggregate. The order also continues the GMO MPS and L&P FACs.

In September 2008, GMO filed a request with the MPSC for an annual steam rate increase of $1.3 million. On June 10, 2009, the MPSC issued its order approving in its entirety a stipulation and agreement between GMO and other parties to GMO's steam rate case before the MPSC. The stipulation and agreement provided for an increase in annual revenues of approximately $1 million, effective July 1, 2009. The order allows for the QCA fuel sharing mechanism to be established at 85% above the fuel cost included in base rates. The previous sharing mechanism was set at 80% above the fuel cost included in base rates.

In September 2008, KCP&L filed a request with KCC for an annual rate increase of $71.6 million, with $11.2 million of that amount treated for accounting purposes as additional amortization. On July 24,
2009, KCC issued its order approving in its entirety a stipulation and agreement between KCP&L and other parties to KCP&L's rate case before KCC. The stipulation and agreement provided for, among other things, an increase in annual revenues of $59 million effective August 1, 2009, with $18 million of that amount treated for accounting purposes as additional amortization. Parties may challenge the prudence of the cost of the Iatan Unit No. 1 environmental project and the costs of facilities used in common by Iatan Units No. 1 and No. 2 in KCP&L's next rate case, but the Kansas jurisdictional portion of any proposed rate base prudence disallowances will not exceed (i) $4.7 million for costs paid or approved for payment as of April 30, 2009 and in-service as of July 4, 2009, and (ii) $2.8 million for the first $56 million of costs not paid or approved for payment as of April 30, 2009. There is no cap as to the amount of disallowances that may be proposed for costs above this $56 million amount.

RELATED PARTY TRANSACTIONS

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

ENVIRONMENTAL MATTERS

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

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 subsequent to the July
14, 2008, date of acquisition.

                                              Three Months Ended            Year to Date
                                                 September 30               September 30
                                              2009          2008         2009          2008
                                                               (millions)
Operating revenues                        $    587.7    $   593.6    $  1,487.4    $  1,226.2
Fuel                                          (118.1 )     (109.7 )      (302.5 )      (222.7 )
Purchased power                                (46.1 )      (69.3 )      (140.9 )      (138.3 )
Other operating expenses                      (194.4 )     (179.6 )      (561.3 )      (458.5 )
Depreciation and amortization                  (77.9 )      (65.4 )      (220.3 )      (166.4 )
Operating income                               151.2        169.6         262.4         240.3
Non-operating income and expenses               12.0          4.9          34.5          17.3
Interest charges                               (49.0 )      (23.6 )      (133.2 )       (75.6 )
Income tax expense                             (35.6 )      (45.9 )       (26.3 )       (68.4 )
Loss from equity investments                    (0.2 )       (0.3 )        (0.4 )        (1.1 )
Income from continuing operations               78.4        104.7         137.0         112.5
Income (loss) from discontinued
operations                                       0.8          0.3          (2.3 )        35.0
Net income                                      79.2        105.0         134.7         147.5
Less: Net income attributable to
noncontrolling interest                         (0.1 )          -          (0.2 )           -
Net income attributable to Great Plains
Energy                                          79.1        105.0         134.5         147.5
Preferred dividends                             (0.4 )       (0.4 )        (1.2 )        (1.2 )
Earnings available for common
shareholders                              $     78.7    $   104.6    $    133.3    $    146.3

Three Months Ended September 30, 2009 Compared to September 30, 2008 Great Plains Energy's earnings available for common shareholders for the three months ended September 30, 2009, decreased to $78.7 million, or $0.58 per share, from earnings of $104.6 million, or $0.92 per share, for the same period in 2008. A higher average number of common shares diluted earnings per share by $0.11 for the three months ended September 30, 2009. Great Plains Energy's significant share issuance was 11.5 million common shares in May 2009.
Electric utility's net income decreased $18.6 million for the three months ended September 30, 2009, compared to the same period in 2008 primarily due to lower wholesale revenues, higher depreciation and interest expense and increased operating expenses driven by a payment to terminate a wind project and the inclusion of GMO for a full quarter, partially offset by increased retail revenue and lower purchased power expense.

Great Plains Energy's corporate and other activities recognized a loss from continuing operations of $6.0 million for the three months ended September 30, 2009, compared to income of $1.8 million for the same period in 2008 primarily due to additional interest expense from Equity Units issued in May 2009.

Year to Date September 30, 2009 Compared to September 30, 2008 Great Plains Energy's earnings available for common shareholders year to date September 30, 2009, decreased to $133.3 million, or $1.04 per share, from $146.3 million, or $1.54 per share, for the same period in 2008. A higher average number of common shares diluted earnings per share by $0.36 year to date September 30, 2009. Great Plains Energy's significant share issuances were 32.2 million common shares for the acquisition of GMO in July 2008 and 11.5 million common shares in May 2009.

Electric utility's net income increased $6.7 million year to date September 30, 2009, compared to the same period in 2008. The acquisition of GMO increased electric utility's net income $6.6 million. The impact of lower purchased power expense, an increase in the equity component of AFUDC and decreased income taxes was mostly offset by lower retail and wholesale revenues and increased depreciation and interest expense at KCP&L.

Great Plains Energy's corporate and other activities recognized income from continuing operations of $1.5 million year to date September 30, 2009, compared to a loss of $16.1 million for the same period in 2008 primarily attributable to a $16.0 million tax benefit due to the settlement of GMO's 2003-2004 tax audit in the first quarter of 2009, partially offset by $6.8 million after-tax of additional interest expense for Equity Units issued in May 2009. Additionally, 2008 reflects a $5.7 million after-tax loss for the change in fair value of interest rate hedges.

ELECTRIC UTILITY RESULTS OF OPERATIONS

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

                                         Three Months Ended         Year to Date
                                            September 30            September 30
                                           2009        2008       2009        2008
                                                         (millions)
     Operating revenues                $    587.7   $  593.6   $ 1,487.4   $ 1,226.2
     Fuel                                  (118.1 )   (109.7 )    (302.5 )    (222.7 )
     Purchased power                        (46.1 )    (70.3 )    (140.9 )    (139.3 )
     Other operating expenses              (191.1 )   (179.4 )    (550.5 )    (447.1 )
     Depreciation and amortization          (77.9 )    (65.4 )    (220.3 )    (166.4 )
     Operating income                       154.5      168.8       273.2       250.7
     Non-operating income and expenses       10.2        6.7        30.0        13.2
     Interest charges                       (38.6 )    (27.0 )    (113.6 )     (63.7 )
     Income tax expense                     (42.2 )    (46.0 )     (55.5 )     (72.8 )
     Net income                        $     83.9   $  102.5   $   134.1   $   127.4

Electric Utility Revenues and MWh Sales

                                Three Months Ended                         Year to Date
                                   September 30             %              September 30              %
                                 2009         2008      Change (a)      2009          2008       Change (a)
Retail revenues                     (millions)                              (millions)
Residential                  $    243.3    $  243.3          NM     $    594.2    $    448.7          NM
Commercial                        219.0       215.5          NM          569.4         459.0          NM
Industrial                         48.9        49.0          NM          128.5         102.7          NM
Other retail revenues               3.9         3.9          NM           12.3           9.0          NM
Fuel recovery mechanism
under (over) recovery              12.3        (6.5 )        NM           26.8          10.8          NM
Total retail                      527.4       505.2          NM        1,331.2       1,030.2          NM
Wholesale revenues                 49.4        77.9          NM          123.1         175.7          NM
Other revenues                     10.9        10.5          NM           33.1          20.3          NM
Electric utility revenues    $    587.7    $  593.6          NM     $  1,487.4    $  1,226.2          NM




                                Three Months Ended                        Year to Date
                                   September 30             %             September 30             %
                                 2009         2008      Change (a)      2009         2008      Change (a)
Retail MWh sales                    (thousands)                            (thousands)
Residential                       2,401       2,459          NM         6,621        5,020          NM
Commercial                        2,780       2,818          NM         8,035        6,563          NM
Industrial                          824         855          NM         2,348        1,882          NM
Other retail MWh sales               26          27          NM            86           62          NM
Total retail                      6,031       6,159          NM        17,090       13,527          NM
Wholesale MWh sales               1,708       1,756          NM         3,962        3,839          NM
Electric utility MWh sales        7,739       7,915          NM        21,052       17,366          NM

(a) Not meaningful due to the acquisition of GMO on July 14, 2008.

Retail revenues increased $22.2 million for the three months ended September 30, 2009, compared to the same period in 2008 due to GMO's inclusion for a full quarter in 2009 and new retail rates effective August 1, 2009, and September 1, 2009, for Kansas and Missouri, respectively. These increases were partially offset by unfavorable weather in 2009, with an 18% decrease in cooling degree days, and a decline in weather-normalized customer usage driven by weakened economic conditions. Retail revenues increased $301.0 million year to date September 30, 2009, compared to the same period in 2008. The acquisition of GMO increased retail revenue $306.6 million. The remaining decrease at KCP&L was due to unfavorable weather in 2009, with a 7% decrease in cooling degree days, and a decline in weather-normalized customer usage driven by weakened economic conditions, partially offset by new retail rates.

Wholesale revenues decreased $28.5 million for the three months ended September 30, 2009, compared to the same period in 2008 due to a 42% decrease in the average market price per MWh to $27.50, primarily due to lower natural gas prices. Wholesale revenues decreased $52.6 million year to date September 30, 2009, compared to the same period in 2008 due to a 40% decrease in the average market price per MWh to $29.06, primarily due to lower natural gas prices.

Electric Utility Fuel and Purchased Power

                                   Three Months Ended                Year to Date
                                      September 30          %        September 30         %
                                     2009        2008    Change     2009       2008    Change
 Net MWhs Generated by Fuel Type       (thousands)                    (thousands)
 Coal                                 5,398      5,683   NM(a)     14,160     12,718   NM(a)
 Nuclear                              1,137      1,215      (6 )    3,489      2,759      26
 Natural gas and oil                    164        229   NM(a)        282        283   NM(a)
 Wind                                    74         93     (19 )      265        308     (14 )
 Total Generation                     6,773      7,220   NM(a)     18,196     16,068   NM(a)

(a) Not meaningful due to the acquisition of GMO on July 14, 2008.

KCP&L's coal base load equivalent availability factor for the three months ended and year to date September 30, 2009, decreased to 86% and 75%, respectively, from 92% and 81% for the same periods in 2008 due to plant outages. The year to date decrease was primarily due to the scheduled Iatan No. 1 outage for a unit overhaul and to tie in new environmental equipment. GMO's coal base load equivalent availability factor for the three months ended September 30, 2009, decreased to 91% from 94% for the same period in 2008. GMO's coal base load equivalent availability factor year to date September 30, 2009, was 81%.

KCP&L's nuclear unit, Wolf Creek, accounts for approximately 15% of electric utility's base load capacity. The equivalent availability factor for Wolf Creek decreased to 93% for the three months ended September 30, 2009, compared to 100% for the same period in 2008. As a result of Wolf Creek coming back on-line following the outage in spring 2008, the equivalent availability factor for Wolf Creek increased to 96% year to date September 30, 2009, compared to 77% for the same period in 2008. Wolf Creek's current refueling outage began October 10, 2009, and the unit is scheduled to come back on-line in mid-November.

Fuel expense increased $79.8 million year to date September 30, 2009, compared to the same period in 2008. The acquisition of GMO increased fuel expense $89.1 million.

Purchased power expense decreased $24.2 million for the three months ended September 30, 2009, compared to the same period in 2008 primarily due to a 66% decrease in the average price per MWh as a result of lower natural gas prices. The favorable price impact was partially offset by a 25% increase in MWh purchases due to the impact of unplanned outages in 2009 somewhat offset by reduced retail demand. Purchased power expense increased $1.6 million year to date September 30, 2009, compared to the same period in 2008. The acquisition of GMO increased purchased power expense $43.3 million. A 9% increase in MWh purchases driven by the extended outage at Iatan No. 1 in 2009, somewhat offset by reduced retail demand and the impact of the extended Wolf Creek outage in 2008, also increased purchased power expense. These increases were mostly offset by a 56% decrease in the average price per MWh as a result of lower natural gas prices.

Electric Utility Other Operating Expenses (including utility operating expenses, maintenance, general taxes and other)
Electric utility's other operating expenses increased $11.7 million for the three months ended September 30, 2009, compared to the same period in 2008 primarily due to a $7.5 million payment to terminate an agreement for the construction of a wind project as well as GMO's inclusion for a full quarter in 2009. These increases were partially offset by spending reductions and realized synergies from the GMO acquisition. See Note 7 to the consolidated financial statements for a discussion of the Collaboration Agreement wind generation commitments and termination of the agreement for the construction of a wind project.

Electric utility's other operating expenses increased $103.4 million year to date September 30, 2009, compared to the same period in 2008. The acquisition of GMO increased other operating expenses $103.8 million. The remaining decrease was primarily due to increased use of internal labor on capital projects as a result of more efficient operations as well as spending reductions and realized synergies from the GMO acquisition, mostly offset by a $7.5 million payment to terminate an agreement for the construction of a wind project.

Electric Utility Depreciation and Amortization Electric utility's depreciation and amortization costs increased $12.5 million for the three months ended September 30, 2009, compared to the same period in 2008 primarily due to $3.8 million of additional amortization at KCP&L pursuant to rate case orders, placing the Iatan No. 1 environmental project in service during the second quarter of 2009 and normal depreciation activity for capital additions.

Electric utility's depreciation and amortization costs increased $53.9 million year to date September 30, 2009, compared to the same period in 2008. The acquisition of GMO increased depreciation and amortization $40.2 million. The remaining increase was due to $3.8 million of additional amortization at KCP&L pursuant to rate case orders, the impact on KCP&L of placing the Iatan No. 1 environmental project in service during the second quarter of 2009 and normal depreciation activity for capital additions.

Electric Utility Non-Operating Income and Expenses Electric utility's non-operating income and expenses increased $16.8 million year to date September 30, 2009, compared to the same period in 2008. The acquisition of GMO increased non-operating income and expenses $7.4 million. The remaining increase was due to an increase in the equity component of AFUDC resulting from a higher average construction work in progress balance due to KCP&L's Comprehensive Energy Plan projects.

Electric Utility Interest Charges
Electric utility's interest charges increased $11.6 million for the three months ended September 30, 2009, compared to the same period in 2008 primarily due to interest on KCP&L's $400.0 million of Mortgage Bonds Series 2009A issued in March 2009 as well as GMO's inclusion for a full quarter in 2009.

Electric utility's interest charges increased $49.9 million year to date September 30, 2009, compared to the same period in 2008. The acquisition of GMO increased interest charges $40.5 million. The remaining increase was primarily due to interest on KCP&L's $400.0 million of Mortgage Bonds Series 2009A issued in March 2009 and on $350.0 million of unsecured Senior Notes issued in March 2008, partially offset by decreased commercial paper outstanding and an increase in the debt component of AFUDC resulting from a higher average construction work in progress balance due to KCP&L's Comprehensive Energy Plan projects.

Electric Utility Income Tax Expense
Electric utility's income tax expense decreased $17.3 million year to date September 30, 2009, compared to the same period in 2008 due to an increase in KCP&L's deferred tax balances in 2008 of $20.3 million as a result of an increase in the composite tax rate reflecting the sale of Strategic Energy.

GREAT PLAINS ENERGY SIGNIFICANT BALANCE SHEET CHANGES (September 30, 2009
compared to December 31, 2008)

· Great Plains Energy's funds on deposit decreased $5.4 million due to MPS Merchant closing positions with counterparties and reduced cash collateral requirements due to issuing a guarantee.

· Great Plains Energy's electric utility plant increased $825.6 million primarily due to the following projects placed in service, in addition to normal plant activity:

· $536.7 million for the Iatan No. 1 environmental project and certain common costs; and

· $100.4 million for environmental equipment at GMO's Sibley No. 3.

· Great Plains Energy's construction work in process decreased $250.7 million primarily due to $637.1 million of electric utility projects placed in service as described above, partially offset by a $295.7 million increase related to KCP&L's Comprehensive Energy Plan projects, $36.7 million related to GMO's 18% share of Iatan No. 2 and $43.6 million related to a KCP&L wind project, in addition to normal activity.

· Great Plains Energy's notes payable and commercial paper decreased $48.0 million and $342.2 million, respectively, primarily due to repayment with proceeds from the following:

· KCP&L's issuance of $400.0 million of 7.15% Mortgage Bonds Series 2009A,

· Great Plains Energy's issuance of $287.5 million of Equity Units and $161.0 million of common stock, and

· Great Plains Energy's sale of $50.0 million of common stock under a Sales Agency Financing Agreement with BNY Mellon Capital Markets, LLC.

These decreases were partially offset by a $79.1 million payment for the settlement of FSS and additional borrowings.

· Great Plains Energy's accounts payable decreased $186.9 million primarily due to the timing of cash payments, including KCP&L's Comprehensive Energy Plan projects and GMO's Sibley SCR project, and decreases related to lower natural gas and purchased power prices.

· Great Plains Energy's accrued taxes increased $56.5 million primarily due to an increase in property tax accruals due to the timing of tax payments.

· Great Plains Energy's derivative instruments - current liabilities decreased $86.2 million primarily due to the settlement of FSS simultaneously with KCP&L's issuance of $400.0 million of 7.15% Mortgage Bonds Series 2009A in March 2009.

· Great Plains Energy's deferred tax credits increased $26.7 million due to recognition of $28.4 million of advanced coal credits. See Note 18 to the consolidated financial statements for additional information on the advanced coal credits.

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 . . .