f10q08-1.htm

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

The MD&A that follows is a combined presentation for Great Plains Energy and KCP&L, both registrants under this filing. The discussion and analysis by management focuses on those factors that had a material effect on the financial condition and results of operations of the registrants during the periods presented.

EXECUTIVE SUMMARY

Description of Business

Great Plains Energy is a public utility holding company and does not own or operate any significant assets other than the stock of its subsidiaries. Great Plains Energy’s direct subsidiaries with operations or active subsidiaries are KCP&L, KLT Inc., IEC and Services. As a diversified energy company, Great Plains Energy’s reportable business segments include KCP&L and Strategic Energy.

KCP&L

KCP&L is an integrated, regulated electric utility that engages in the generation, transmission, distribution and sale of electricity. KCP&L has over 4,000 MWs of generating capacity and has transmission and distribution facilities that provide electricity to approximately 509,000 customers in the states of Missouri and Kansas. KCP&L has continued to experience modest load growth. Load growth consists of higher usage per customer and the addition of new customers. Retail electricity rates are below the national average.

Strategic Energy

Great Plains Energy indirectly owns 100% of Strategic Energy. In April 2008, Great Plains Energy entered into an agreement to sell Strategic Energy. See Note 11 to the consolidated financial statements for additional information. Strategic Energy does not own any generation, transmission or distribution facilities. Strategic Energy provides competitive retail electricity supply services by entering into power supply contracts to supply electricity to its end-use customers. Of the states that offer retail choice, Strategic Energy operates in California, Connecticut, Illinois, Maryland, Massachusetts, Michigan, New Jersey, New York, Ohio, Pennsylvania and Texas. Strategic Energy also provides strategic planning, consulting and billing and scheduling services in the natural gas and electricity markets.

Strategic Energy provides services to approximately 106,100 commercial, institutional and small manufacturing accounts (for approximately 24,500 customers) including numerous Fortune 500 companies, smaller companies and governmental entities. Strategic Energy offers an array of products designed to meet the various requirements of a diverse customer base including fixed price, index-based and month-to-month renewal products. Strategic Energy’s volume-based customer retention rate, excluding month-to-month customers on market-based rates was 96% for the three months ended March 31, 2008. The corresponding volume-based customer retention rate including month-to-month customers on market-based rates was also 96%. These retention rates are higher than the typical rates experienced by Strategic Energy, reflecting primarily two large customers renewing their contracts during the first quarter of 2008.

Strategic Energy’s forecasted future MWh commitments (backlog) was 35.4 million MWh at March 31, 2008, compared to 33.9 million MWh at March 31, 2007. Based solely on expected MWh usage under current signed contracts, Strategic Energy has backlog of 14.2 million MWh for the remainder of 2008, 10.9 million MWh and

6.7 million MWh for the years 2009 and 2010, respectively, and 3.6 million MWh over the years 2011 through 2013. Strategic Energy expects to deliver additional MWhs above amounts currently in backlog through new and renewed term contracts and MWh deliveries to month-to-month customers. Strategic Energy’s projected MWh deliveries for 2008 are in the range of 21 million to 25 million MWhs.

Strategic Energy currently expects the average retail gross margin per MWh (retail revenues less retail purchased power divided by retail MWhs delivered) delivered in 2008 to average $3.50 to $4.50. This range excludes unrealized changes in fair value of non-hedging energy contracts and from hedge ineffectiveness because management does not predict the future impact of these unrealized changes. Actual retail gross margin per MWh may differ from these estimates.

Earnings Overview

Great Plains Energy’s earnings for the three months ended March 31, 2008, increased to $47.1 million, or $0.55 per share from $23.0 million, or $0.28 per share, for the same period in 2007. Earnings for the three months ended March 31, 2008, were favorably impacted by new retail rates, favorable weather, increased wholesale revenues and litigation settlement proceeds at KCP&L as well as higher delivered volumes and an increase in changes in fair value related to non-hedging energy contracts and from hedge ineffectiveness at Strategic Energy. These positive factors were somewhat offset by the impact of higher purchased power expense due to plant outages and higher operating expenses, primarily due to increased depreciation and amortization expense, at KCP&L as well as higher operating and interest expenses at the holding company.

STRATEGIC FOCUS

Close Aquila Transaction

In February 2007, Great Plains Energy entered into an agreement to acquire Aquila for $1.80 in cash plus 0.0856 of a share of Great Plains Energy common stock for each share of Aquila common stock. Immediately prior to Great Plains Energy’s acquisition of Aquila, Black Hills will acquire Aquila’s electric utility in Colorado and its gas utilities in Colorado, Kansas, Nebraska and Iowa plus associated liabilities for a total of $940 million in cash, subject to closing adjustments. Each of the two transactions is conditioned on the completion of the other transaction and is expected to close by the end of July 2008.

In March 2008, KCC approved the acquisition of Aquila by Great Plains Energy and approved Aquila’s sale of assets to Black Hills. On May 1, 2008, evidentiary hearings regarding the Great Plains Energy, KCP&L and Aquila joint application with the MPSC concluded. A decision in this case is currently expected in time to close the transaction by the end of July 2008. The transaction has received all required regulatory approvals except the MPSC. The closing of the transaction is also subject to the closing of the asset sale to Black Hills as well as other customary conditions. See Note 2 to the consolidated financial statements for additional information.

KCP&L’s Comprehensive Energy Plan

In the second quarter of 2008, KCP&L completed a cost and schedule update for the Iatan No. 1 environmental project and the Iatan No. 2 coal plant construction project. This updated assessment was driven by several factors, including (a) the combined projects reaching a milestone of 70% - 75% of the engineering work completed; (b) the integration of the Iatan No. 2 balance of plant schedule and quantity estimates into the master schedule and budget; and (c) continued challenging construction market trends, including rapidly escalating costs for construction materials and services, the level of global investment in power production facilities, the decline in the value of the U.S. dollar, and constrained labor availability.

The results of this update were as follows:

·	Based on the top end of the new estimate ranges, the combined increase in projected costs of the Iatan No. 1 environmental project and the new Iatan No. 2 unit is approximately 19%.

·	Compared to the previous estimate of $837 million - $914 million provided in the 2006 Form 10-K, KCP&L’s approximate 55% share of the total projected cost of Iatan No. 2 has increased to a range of $994 million - $1.051 billion, with the top end of the range representing a 15% increase.

·	The in-service date for Iatan No. 2 continues to be the summer of 2010.

KCP&L’s 70% share of the projected cost of the Iatan No. 1 environmental project has increased to a range of $330 million - $350 million. This represents an increase of 33% compared to the top end of the previous range estimate of $255 million - $264 million for Iatan No. 1 included in the total amount for Environmental Retrofit Projects in KCP&L’s Comprehensive Energy Plan of $423 million - $443 million provided in the 2006 Form 10-K.

·	The in-service date for the Iatan No. 1 project is now expected to be February 2009 compared to the previous estimate of year-end 2008.

In the Collaboration Agreement among KCP&L, the Sierra Club and the Concerned Citizens of Platte County, KCP&L agreed to use its best efforts to install emission control technologies to reduce emissions from the LaCygne Station prior to the required compliance date under EPA 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. 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 is evaluating the possibility of combining the required environmental upgrades for both LaCygne Nos. 1 and 2 into one project, but that determination has not yet been made.

KCP&L agreed in the Collaboration Agreement to pursue increasing its wind generation capacity by 100MW by the end of 2010. Management is evaluating installation of an additional 100MW of wind generation in 2009. Also in the Collaboration Agreement, KCP&L agreed to pursue an additional 300MW of wind generation capacity by the end of 2012, all subject to regulatory approval.

Strategic Alternative Review of 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, a subsidiary of Centrica plc, under which Direct Energy will acquire all of Great Plains Energy’s ownership interest in Strategic Energy for $300 million in cash, subject to closing adjustments. See Note 11 to the consolidated financial statements for additional information. The sale is expected to close in the second quarter of 2008.

RELATED PARTY TRANSACTIONS

See Note 12 to the consolidated financial statements for information regarding related party transactions.

GREAT PLAINS ENERGY RESULTS OF OPERATIONS

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


Three Months Ended March 31	2008			2007
	(millions)
Operating revenues	$	825.4		$	664.3
Fuel		(54.7	)		(52.7	)
Purchased power		(448.3	)		(357.9	)
Other operating expenses		(161.8	)		(154.3	)
Depreciation and amortization		(52.2	)		(45.0	)
Operating income		108.4			54.4
Non-operating income and expenses		9.1			2.1
Interest charges		(42.1	)		(21.7	)
Income taxes		(27.5	)		(11.0	)
Loss from equity investments		(0.4	)		(0.4	)
Net income		47.5			23.4
Preferred dividends		(0.4	)		(0.4	)
Earnings available for common shareholders	$	47.1		$	23.0

Great Plains Energy’s earnings available for common shareholders for the three months ended March 31, 2008, increased to $47.1 million, or $0.55 per share from $23.0 million, or $0.28 per share, for the same period in 2007.

KCP&L’s net income increased $15.0 million for the three months ended March 31, 2008, compared to the same period in 2007 due to new retail rates, favorable weather, increased wholesale revenues and litigation settlement proceeds. These positive factors were somewhat offset by the impact of higher purchased power expense due to plant outages and higher operating expenses, primarily due to increased depreciation and amortization expense.

Strategic Energy’s net income increased $25.8 million for the three months ended March 31, 2008, compared to the same period in 2007 primarily due to the impact of a $14.9 million after-tax increase in changes in fair value related to non-hedging energy contracts and from hedge ineffectiveness. Additionally in 2007, Strategic Energy had increased purchased power expense associated with a resettlement attributable to under-reported deliveries and the disposition of previously-acquired power at lower than contracted prices caused by early terminations in the small business segment.

Great Plains Energy’s other non-regulated activities recognized an additional $16.7 million loss for the three months ended March 31, 2008, compared to the same period in 2007, which was primarily attributable to overall higher expenses at the holding company, including $7.8 million of transition costs related to the anticipated acquisition of Aquila and a $13.7 million after-tax loss for the change in fair value of interest rate hedges entered into by Great Plains Energy during 2007 partially offset by $3.4 million of after-tax income related to the release of a legal reserve described in Note 14 to the consolidated financial statements.

KCP&L RESULTS OF OPERATIONS

The following discussion of KCP&L results of operations includes KCP&L, an integrated, regulated electric utility and for 2007 includes HSS, formerly an unregulated subsidiary of KCP&L, which was transferred from KCP&L to KLT Inc. on January 2, 2008. In the discussion that follows, references to KCP&L reflect only the operations of the utility.

KCP&L’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. Missouri and Kansas jurisdictional retail revenues annually average 57% and 43%, respectively. Missouri retail rates reflect a set level of non-firm wholesale electric sales margin. KCP&L will not recover any shortfall in non-firm wholesale electric sales margin, but any amount above the level reflected in Missouri retail rates will be returned to retail customers in a future rate case.

Prior to January 1, 2008, less than 1% of KCP&L’s rates contained an automatic fuel adjustment clause. New Kansas retail rates effective January 1, 2008, contain an Energy Cost Adjustment (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. The ECA tariff provides that 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. 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 established by the MPSC. This regulatory lag between the time costs change and when they are reflected in rates applies to all costs, other than those included in the Kansas ECA. In a rising cost environment, such as exists currently, regulatory lag may have an adverse impact on Great Plains Energy’s and KCP&L’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. KCP&L continually evaluates its system requirements, the availability of generating units, availability and cost of fuel supply and purchased power, and the requirements of other electric systems to provide reliable power economically.

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


Three Months Ended March 31	2008			2007
	(millions)
Operating revenues	$	297.6		$	255.7
Fuel		(54.7	)		(52.7	)
Purchased power		(30.8	)		(16.4	)
Other operating expenses		(132.5	)		(130.5	)
Depreciation and amortization		(50.2	)		(43.0	)
Operating income		29.4			13.1
Non-operating income and expenses		2.2			2.2
Interest charges		(16.8	)		(18.2	)
Income taxes		2.2			4.9
Net income	$	17.0		$	2.0

KCP&L Sales Revenues and MWh Sales


					%
Three Months Ended March 31	2008		2007		Change
Retail revenues	(millions)
Residential	$	100.4	$	86.7		16
Commercial		112.1		104.0		8
Industrial		24.3		23.7		3
Other retail revenues		2.4		2.5		(2	)
Kansas ECA under recovery		9.5		-	NA
Total retail		248.7		216.9		15
Wholesale revenues		43.1		34.2		26
Other revenues		5.8		4.6		26
KCP&L revenues	$	297.6	$	255.7		16


					%
Three Months Ended March 31	2008		2007		Change
Retail MWh sales	(thousands)
Residential		1,406		1,292		9
Commercial		1,854		1,798		3
Industrial		481		506		(5	)
Other retail MWh sales		15		23		(40	)
Total retail		3,756		3,619		4
Wholesale MWh sales		943		886		6
KCP&L electric MWh sales		4,699		4,505		4

Retail revenues increased $31.8 million for the three months ended March 31, 2008, compared to the same period in 2007 primarily due to new retail rates effective January 1, 2008. In addition, favorable weather in 2008, with a 16% increase in heating degree days, contributed to the increase in retail revenue.

Wholesale revenues increased $8.9 million for the three months ended March 31, 2008, compared to the same period in 2007 due to a 17% increase in the average market price per MWh to $46.25, primarily due to higher natural gas prices, and a 6% increase in wholesale MWh sales.

KCP&L Fuel and Purchased Power


Three Months Ended March 31	2008		2007		% Change
Net MWhs Generated by Fuel Type	(thousands)
Coal		3,317		3,157		5
Nuclear		945		1,208		(22	)
Natural gas and oil		25		54		(53	)
Wind		104		73		42
Total Generation		4,391		4,492		(2	)

KCP&L’s coal base load equivalent availability factor for the three months ended March 31, 2008, increased to 72% from 70% for the same period in 2007.

KCP&L’s nuclear unit, Wolf Creek, accounts for approximately 20% of KCP&L’s base load capacity. Wolf Creek’s latest refueling outage began in mid-March 2008 and is projected to end on May 10, 2008. The primary contributors of the extended outage were several increases in work scope after the plant was shut down.

Fuel expense increased $2.0 million for the three months ended March 31, 2008, compared to the same period in 2007 primarily due to higher coal and coal transportation costs partially offset by better coal generation efficiency and less natural gas in the fuel mix, which has a higher cost compared to other fuel types.

Purchased power expense increased $14.4 million for the three months ended March 31, 2008, compared to the same period in 2007 due to a 124% increase in MWh purchases to support increased retail load, the impact of plant outages and an increase in Southwest Power Pool (SPP) RTO balancing activity. The SPP RTO energy imbalance service market started on February 1, 2007. Additionally, the average price per MWh increased 5%. These increases were partially offset by $6.5 million in recoveries from a litigation settlement regarding a transformer failure.

KCP&L Depreciation and Amortization

KCP&L’s depreciation and amortization costs increased $7.2 million for the three months ended March 31, 2008, compared to the same period in 2007 due to $5.4 million of additional amortization pursuant to rate case orders combined with normal depreciation activity for capital additions.

KCP&L Income Taxes

KCP&L’s income tax benefit decreased $2.7 million for the three months ended March 31, 2008, compared to the same period in 2007 primarily due to increased pre-tax income partially offset by a $2.7 million increase in the allocation of tax benefits from holding company losses pursuant to Great Plains Energy’s intercompany tax allocation agreement. See Note 10 to the consolidated financial statements for a reconciliation of effective income tax rates for the comparative periods.

STRATEGIC ENERGY RESULTS OF OPERATIONS

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


Three Months Ended March 31	2008			2007
	(millions)
Operating revenues	$	527.8		$	408.6
Purchased power		(417.5	)		(341.5	)
Other operating expenses		(19.1	)		(20.5	)
Depreciation and amortization		(2.0	)		(2.0	)
Operating income		89.2			44.6
Non-operating income and expenses		1.1			1.2
Interest charges		(0.7	)		(0.8	)
Income taxes		(36.7	)		(17.9	)
Net income	$	52.9		$	27.1

Strategic Energy’s net income increased $25.8 million for the three months ended March 31, 2008, compared to the same period in 2007 primarily due to the impact of a $14.9 million after-tax increase in changes in fair value related to non-hedging energy contracts and from hedge ineffectiveness. Retail MWhs delivered increased 27% to 5.3 million for the three months ended March 31, 2008, compared to 4.2 million MWhs delivered in the same period in 2007. Additionally, in 2007, Strategic Energy had increased purchased power expense associated with a resettlement attributable to under-reported deliveries and the disposition of previously-acquired power at lower than contracted prices caused by early terminations in the small business segment.

Average Retail Gross Margin per MWh Without Fair Value Impacts

As detailed in the table below, the average retail gross margin per MWh without the impact of unrealized fair value gains and losses increased to $5.08 for the three months ended March 31, 2008, compared to $2.16 for the same period in 2007. For the three months ended March 31, 2007, Strategic Energy experienced increased purchased power expense associated with a resettlement attributable to under-reported deliveries and the disposition of previously acquired power at lower than contracted prices caused by early terminations in the small business segment.


Three Months Ended March 31	2008			2007
Average retail gross margin per MWh	$	20.65		$	15.79
Change in fair value related to non-hedging energy
contracts and from cash flow hedge ineffectiveness		(15.57	)		(13.63	)
Average retail gross margin per MWh without
fair value impacts	$	5.08		$	2.16

Average retail gross margin per MWh without fair value impacts is a non-GAAP financial measure that differs from GAAP because it excludes the impact of unrealized fair value gains or losses. Fair value impacts result from changes in fair value of non-hedging energy contracts and from hedge ineffectiveness associated with MWhs under contract but not yet delivered. By not reflecting the impact of unrealized fair value gains or losses, this non-GAAP financial measure does not reflect the volatility recognized in the Company’s consolidated statements of income as a result of the unrealized fair value gains or losses in the periods presented related to energy under contract for future delivery to customers. The fair value of energy under contract but not yet delivered fluctuates from the time the contract is entered into until the energy is delivered to customers. However, the ultimate value realized by Strategic Energy under the customer sales contracts is determined when the electricity supply contract settles at the originally contracted price at the time of delivery to customers. Management and the Board of Directors use this non-GAAP financial measure as a measurement of Strategic Energy’s realized retail gross margin per delivered MWh, which are settled at contracted prices upon delivery. Because certain of Strategic Energy’s derivative supply contracts do not meet the requirements for cash flow hedge designation and certain other derivative supply contracts designated as cash flow hedges have a level of ineffectiveness, Strategic Energy recognizes unrealized gains or losses during the term of these derivative supply contracts prior to delivery while the associated customer sales contracts are not subject to fair value accounting treatment and therefore do not result in unrecognized gains or losses being recorded during the term prior to delivery. By removing these non-cash timing differences that occur during the term of the contracts prior to delivery and impact only one side of the overall buy-sell transaction, management believes this non-GAAP financial measure provides investors with a measure of average retail gross margin per MWh that more accurately reflects Strategic Energy’s realized margin on delivered MWhs.

Strategic Energy Purchased Power

Purchased power is the cost component of Strategic Energy’s average retail gross margin. The cost of supplying electric service to retail customers can vary widely by geographic market. This variability can be affected by many factors, including, but not limited to, geographic differences in the cost per MWh of purchased power, renewable energy requirements and capacity charges due to regional purchased power availability, requirements of other electricity providers and differences in transmission charges. Strategic Energy purchases electricity from power suppliers based on forecasted peak demand for its retail customers. Actual customer demand does not always equate to the volume purchased based on forecasted peak demand. Consequently, Strategic Energy makes short-term power purchases in the wholesale market when necessary to meet actual customer requirements. Strategic Energy also sells any excess retail electricity supply over actual customer requirements back into the wholesale market. These sales occur on many contracts, are usually short-term power sales (day ahead) and typically settle within the reporting period. Excess retail electricity supply sales also include long-term and short-term forward physical sales to wholesale counterparties, which are accounted for on a mark-to-market basis.

Strategic Energy typically executes these transactions to manage basis and credit risks. The proceeds from excess retail supply sales are recorded as a reduction of purchased power, as they do not represent the quantity of electricity consumed by Strategic Energy’s customers. The amount of excess retail supply sales that reduced purchased power was $21.2 million and $14.4 million for the three months ended March 31, 2008 and 2007, respectively. Additionally, in certain markets, Strategic Energy is required to sell to and purchase power from a Regional Transmission Organization/Independent System Operator (RTO/ISO) rather than directly transact with suppliers and end use customers. The sale and purchase activity related to these certain RTO/ISO markets is reflected on a net basis in Strategic Energy’s purchased power.

Strategic Energy utilizes derivative instruments, including forward physical delivery contracts, in the procurement of electricity. Purchased power is also impacted by the net change in fair value related to non-hedging energy contracts and from cash flow hedge ineffectiveness. Net changes in fair value reduced purchased power expenses by $83.1 million and $57.3 million for the three months ended March 31, 2008 and 2007, respectively. These changes are a result of volatility in the forward market prices for power.

Strategic Energy Income Taxes

Strategic Energy’s income tax expense increased $18.8 million for the three months ended March 31, 2008, compared to the same period in 2007 due to an increase in pre-tax income. The deferred tax expense related to the net changes in fair value related to non-hedging energy contracts and from hedge ineffectiveness increased $10.9 million for the three months ended March 31, 2008, compared to the same period in 2007.

GREAT PLAINS ENERGY AND KCP&L SIGNIFICANT BALANCE SHEET CHANGES (March 31, 2008 compared to December 31, 2007)

Great Plains Energy’s and KCP&L’s receivables decreased $33.0 million and $32.5 million, respectively. Strategic Energy’s receivables decreased $6.8 million primarily due to a decrease in receivables from wholesale counterparties and KCP&L’s receivables decreased due to seasonal decreases of $9.4 million, a decrease in wholesale sales receivables of $17.1 million and a $6.2 million decrease in intercompany receivables from Great Plains Energy.

·	Great Plains Energy’s and KCP&L’s fuel inventories increased $7.0 million primarily due to increased coal inventory quantities due to plant outages as well as increased coal and coal transportation costs.

·	Great Plains Energy’s refundable income taxes increased $13.4 million due to the timing of tax payments and lower current income tax accruals.

Great Plains Energy’s combined deferred income taxes – current assets and deferred income taxes – current liability changed from an asset of $19.8 million at December 31, 2007, to a liability of $43.5 million primarily due to the $68.3 million impact of temporary differences resulting from changes in the fair value of Strategic Energy’s energy-related derivative instruments.

Great Plains Energy’s $158.7 million net asset for derivative instruments, including current and deferred assets and liabilities, increased $187.9 million from a net liability at December 31, 2007. KCP&L’s $3.2 million net asset for derivative instruments increased $30.5 million from a net liability at December 31, 2007, due to the settlement of a T-Lock simultaneously with the issuance of $350.0 million of 6.375% unsecured Senior Notes in March 2008. The fair value of Strategic Energy’s energy-related derivative instruments increased $179.3 million. These increases to the net asset were partially offset by a $21.9 million change in the fair value of Great Plains Energy’s FSS.

·	Great Plains Energy’s and KCP&L’s construction work in progress increased $132.7 million primarily due to a $128.7 million increase related to KCP&L’s Comprehensive Energy Plan, including $93.4 million related to the construction of Iatan No. 2 and $35.3 million for environmental upgrades.

·	Great Plains Energy’s notes payable increased $26.0 million due to borrowings on its short-term credit facility due to the timing of cash payments.

Great Plains Energy’s and KCP&L’s commercial paper decreased $201.9 million primarily due to the issuance of $350.0 million of unsecured Senior Notes at KCP&L offset by a $41.2 million payment to settle KCP&L’s T-Lock and additional borrowings to support expenditures related to the Comprehensive Energy Plan.

·	Great Plains Energy’s and KCP&L’s accrued taxes increased $15.1 million and $17.3 million, respectively, primarily due to an increase in property tax accruals at KCP&L due to the timing of tax payments.

·	Great Plains Energy’s and KCP&L’s accrued interest increased $9.4 million and $10.7 million, respectively, due to the timing of interest payments at KCP&L.

·	Great Plains Energy’s and KCP&L’s asset retirement obligations increased $12.9 million due to changes in cost estimates and timing used in computing the present value of certain asbestos AROs. See Note 15 to the consolidated financial statements for additional information.

·	Great Plains Energy’s other – deferred credits and other liabilities decreased $15.2 million primarily due to the payment against and release of the remaining legal reserve.

Great Plains Energy’s accumulated other comprehensive income increased $50.1 million primarily due to changes in the fair value of Strategic Energy’s energy-related derivative instruments primarily due to volatility in the forward market prices for power partially offset by activity at KCP&L. KCP&L’s accumulated other comprehensive loss increased $6.4 million primarily due to the settlement of a T-Lock simultaneously with the issuance of $350.0 million of 6.375% unsecured Senior Notes in March 2008.

·	Great Plains Energy’s and KCP&L’s long-term debt increased $350.0 million due to KCP&L’s issuance of $350.0 million of 6.375% unsecured Senior Notes in March 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 and proceeds from the issuance of its securities.

Great Plains Energy’s capital requirements are principally comprised of KCP&L’s utility construction and other capital expenditures, debt maturities and credit support provided to Strategic Energy. These items as well as additional cash and capital requirements for the companies are discussed below.

In February 2007, Great Plains Energy entered into an agreement to acquire Aquila. If the proposed acquisition of Aquila occurs, the future capital requirements of Aquila will further increase Great Plains Energy’s capital requirements. See Note 2 to the consolidated financial statements for additional information.

Great Plains Energy's liquid resources at March 31, 2008, consisted of $85.8 million of cash and cash equivalents on hand, including $4.9 million at KCP&L, and $862.9 million of unused bank lines of credit. The unused lines consisted of $424.2 million from KCP&L's revolving credit facility, $137.9 million from Strategic Energy’s revolving credit facility and receivables facility and $300.8 million from Great Plains Energy's revolving credit facility. See Note 8 to the consolidated financial statements for more information on these agreements.

In April 2008, Great Plains Energy entered into an agreement with Direct Energy, a subsidiary of Centrica plc, under which Direct Energy will acquire all of Great Plains Energy’s ownership interest in Strategic Energy for $300 million in cash, subject to closing adjustments. The sale is expected to close in the second quarter of 2008. See Note 11 to the consolidated financial statements for additional information.

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 capital requirements are expected to be substantial over the next several years as it funds the Comprehensive Energy Plan.

KCP&L expects to meet day-to-day cash flow requirements including interest payments, construction requirements (excluding its Comprehensive Energy Plan), dividends to Great Plains Energy and pension benefit plan funding requirements, discussed below, with internally generated funds. KCP&L may not be able to meet these requirements with internally generated funds because of the effect of inflation on operating expenses, the level of MWh sales, regulatory actions, compliance with environmental regulations and the availability of generating units. The funds Great Plains Energy and KCP&L need to retire maturing debt will be provided from operations, the issuance of long and short-term debt and/or the issuance of equity or equity-linked instruments. In addition, the Company may issue debt, equity and/or equity-linked instruments to finance growth or take advantage of new opportunities.

Strategic Energy expects to meet day-to-day cash flow requirements including interest payments, credit support fees and capital expenditures with internally generated funds. Strategic Energy may not be able to meet these requirements with internally generated funds because of the effect of inflation on operating expenses, the level of MWh sales, seasonal working capital requirements, commodity-price volatility and the effects of counterparty non-performance.

Cash Flows from Operating Activities

Great Plains Energy and KCP&L generated positive cash flows from operating activities for the periods presented. The increase in cash flows from operating activities for Great Plains Energy for the three months ended March 31, 2008, compared to the same period in 2007 reflects an increase in KCP&L’s cash flows from operating activities and a higher average retail margin per MWh without the impact of unrealized fair value gains and losses at Strategic Energy. KCP&L’s increase in cash flows from operating activities for the three months ended March 31, 2008, compared to the same period in 2007 reflects KCP&L’s higher retail and wholesale revenues more than offsetting higher operating expenses. KCP&L’s payment of $41.2 million to settle T-Locks upon the issuance of $350.0 million of 6.375% unsecured Senior Notes and the other changes in working capital detailed in Note 3 to the consolidated financial statements also impacted operating cash flows.

Cash Flows from Investing Activities

Great Plains Energy’s and KCP&L’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 and KCP&L’s utility capital expenditures increased $114.5 million for the three months ended March 31, 2008, compared to the same period in 2007 primarily due to KCP&L’s cash utility expenditures for the three months ended March 31, 2008, which included $120.6 million related to KCP&L’s Comprehensive Energy Plan.

Cash Flows from Financing Activities

Great Plains Energy’s and KCP&L’s cash flows from financing activities for the three months ended March 31, 2008, reflect KCP&L’s issuance of $350.0 million of 6.375% unsecured Senior Notes that mature in 2018, with the proceeds used to repay short-term borrowings. KCP&L has incurred additional short-term borrowings for the three months ended March 31, 2008, to support expenditures related to Comprehensive Energy Plan projects.

Great Plains Energy’s cash flows from financing activities for the three months ended March 31, 2007, reflect KCP&L’s repayment of Senior Notes and an increase in Great Plains Energy’s short-term borrowings primarily due to borrowing on its revolving credit facility to make an intercompany loan to KCP&L. KCP&L’s financing activities for the three months ended March 31, 2007, reflect KCP&L’s repayment of its $225.0 million 6.00%

Senior Notes at maturity and an increase in short-term borrowings primarily due to a $225.0 million loan from Great Plains Energy, which was used to repay the Senior Notes.

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 2005, the MPSC authorized KCP&L to issue up to $635.0 million of long-term debt and enter into interest rate hedging instruments in connection with such debt through December 31, 2009. In February 2008, KCP&L received authorization from the MPSC to increase the $635.0 million authorization to $1.4 billion through December 31, 2009. KCP&L 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 its 6.375% unsecured Senior Notes maturing in 2018, leaving $550.0 million of authorization remaining.

In December 2007, FERC authorized KCP&L to have outstanding at any time up to a total of $800.0 million in short-term debt instruments through December 2009. 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 March 31, 2008, there was $636.1 million available under this authorization.

Significant Financing Activities

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. This is intended to preserve KCP&L’s flexibility to access the debt capital markets.

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 March 2008, KCP&L issued $350.0 million of 6.375% unsecured Senior Notes, maturing in 2018 thereby reducing the amount available under its shelf registration to $550.0 million. KCP&L settled the 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 March and April 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.

In March 2008, KCP&L remarketed the following:

·	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

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

In April 2008, KCP&L remarketed the following:

·	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 remain in auction rate mode.

Debt Agreements

See Note 8 to the consolidated financial statements for discussion of Great Plains Energy’s, KCP&L’s and Strategic Energy’s revolving credit facilities.

Projected Utility Capital Expenditures

KCP&L’s utility capital expenditures projected for the next three years, excluding allowance for funds used during construction, are detailed in the following table.


	2008		2009		2010
Base utility construction expenditures	(millions)
Generating facilities	$	79.1	$	84.6	$	103.8
Distribution and transmission facilities		101.0		89.2		101.3
General facilities		29.6		41.7		33.8
Total base utility construction expenditures		209.7		215.5		238.9
CEP capital expenditures
Iatan No. 2		328.5		307.9		164.8
Environmental		151.8		120.4		68.9
Customer programs & asset management		18.5		17.4		11.0
Total CEP capital expenditures		498.8		445.7		244.7
Nuclear fuel		16.0		17.5		32.0
Other environmental		3.0		34.8		100.1
Total utility capital expenditures	$	727.5	$	713.5	$	615.7

This utility capital expenditure plan is subject to continual review and change and includes utility capital expenditures related to KCP&L’s Comprehensive Energy Plan for environmental investments and new capacity.

Pensions

The Company maintains defined benefit plans for substantially all employees of KCP&L, Services and WCNOC and incurs significant costs in providing the plans, with the majority incurred by KCP&L. Funding of the plans equals or exceeds the minimum requirements of the Employee Retirement Income Security Act of 1974 (ERISA).

For the three months ended March 31, 2008, the Company contributed $6.3 million to the plans, all of which was paid by KCP&L, and expects to contribute an additional $23.0 million in 2008 to satisfy the funding requirements of ERISA. The remaining contributions will be paid by KCP&L whom management believes has adequate access to capital resources through cash flows from operations or through existing lines of credit to support the funding requirements.

Strategic Energy Supplier Concentration and Credit

Strategic Energy enters into forward physical contracts with multiple suppliers. At March 31, 2008, Strategic Energy’s five largest suppliers under forward supply contracts represented 73% of the total future dollar committed purchases. Strategic Energy’s five largest suppliers, or their guarantors, are rated investment grade. In the event of supplier non-delivery or default, Strategic Energy’s results of operations could be affected to the extent the cost of replacement power exceeded the combination of the contracted price with the supplier and the amount of collateral held by Strategic Energy to mitigate its credit risk with the supplier. In addition to the collateral, if any, that the supplier provides, Strategic Energy’s risk may be further mitigated by the obligation of

the supplier to make a default payment equal to the shortfall and to pay liquidated damages in the event of a failure to deliver power. There is no assurance that the supplier in such an instance would make the default payment and/or pay liquidated damages. Strategic Energy’s results of operations and financial position could also be affected, in a given period, if it were required to make a payment upon termination of a supplier contract to the extent the contracted price with the supplier exceeded the market value of the contract at the time of termination.

The following tables provide information on Strategic Energy’s credit exposure to suppliers, net of collateral, at March 31, 2008.


							Number Of		Net Exposure Of
							Counterparties		Counterparties
	Exposure						Greater Than		Greater Than
	Before Credit		Credit		Net		10% Of Net		10% of Net
Rating	Collateral		Collateral		Exposure		Exposure		Exposure
External rating	(millions)									(millions)
Investment Grade	$	231.3	$	-	$	231.3		4		$	141.2
Non-Investment Grade		9.9		8.4		1.5		-			-
Internal rating
Investment Grade		1.9		-		1.9		-			-
Non-Investment Grade		-		-		-		-			-
Total	$	243.1	$	8.4	$	234.7		4		$	141.2


Maturity Of Credit Risk Exposure Before Credit Collateral
	Less Than				Total
Rating	2 Years		2 - 5 Years		Exposure
External rating	(millions)
Investment Grade	$	202.3	$	29.0	$	231.3
Non-Investment Grade		7.3		2.6		9.9
Internal rating
Investment Grade		1.8		0.1		1.9
Non-Investment Grade		-		-		-
Total	$	211.4	$	31.7	$	243.1

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. Internal ratings are determined by, among other things, an analysis of the counterparty’s financial statements and consideration of publicly available credit ratings of the counterparty’s parent. 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. Exposure before credit collateral has been calculated considering all netting agreements in place, netting accounts payable and receivable exposure with net mark-to-market exposure. Exposure before credit collateral, after consideration of all netting agreements, is impacted significantly by the power supply volume under contract with a given counterparty and the relationship between current market prices and contracted power supply prices. Credit collateral includes the amount of cash deposits and letters of credit received from counterparties. Net exposure has only been calculated for those counterparties to which Strategic Energy is exposed and excludes counterparties exposed to Strategic Energy.

At March 31, 2008, Strategic Energy had exposure before collateral to non-investment grade counterparties totaling $9.9 million. In addition, Strategic Energy held collateral totaling $8.4 million limiting its exposure to these non-investment grade counterparties to $1.5 million.

Where available, Strategic Energy contracts with national and regional counterparties that have direct supplies and assets in the region of demand. Strategic Energy also manages its counterparty portfolio through disciplined margining, collateral requirements and contract-based netting of credit exposures against payable balances.

Supplemental Capital Requirements and Liquidity Information

The following tables are updates to selected items from the contractual commitments in the 2007 Form 10-K to reflect significant changes.

Great Plains Energy Contractual Obligations
	Remainder of
Payment due by period	2008		2009		2010		2011		2012		After 2012		Total
Purchase commitments	(millions)
Fuel	$	120.7	$	109.8	$	79.8	$	33.1	$	15.3	$	189.1	$	547.8
Purchased power		549.4		416.4		288.1		160.4		37.2		-		1,451.5
Comprehensive Energy Plan		738.0		289.0		52.0		-		-		-		1,079.0
Total contractual obligations	$	1,408.1	$	815.2	$	419.9	$	193.5	$	52.5	$	189.1	$	3,078.3

KCP&L Contractual Obligations
	Remainder of
Payment due by period	2008		2009		2010		2011		2012		After 2012		Total
Purchase commitments	(millions)
Fuel	$	120.7	$	109.8	$	79.8	$	33.1	$	15.3	$	189.1	$	547.8
Comprehensive Energy Plan		738.0		289.0		52.0		-		-		-		1,079.0
Total contractual obligations	$	858.7	$	398.8	$	131.8	$	33.1	$	15.3	$	189.1	$	1,626.8

Fuel commitments consist of commitments for nuclear fuel, coal, coal transportation costs and natural gas. Purchased power represents Strategic Energy’s agreements to purchase electricity at various fixed prices to meet estimated supply requirements. Comprehensive Energy Plan represents KCP&L’s contractual commitment for projects included in its Comprehensive Energy Plan including jointly owned units. KCP&L expects to be reimbursed by other owners for their respective share of Iatan No. 2 and environmental retrofit costs included in the Comprehensive Energy Plan contractual commitments.

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. Great Plains Energy’s guarantees provided on behalf of Strategic Energy for its power purchases and regulatory requirements decreased $67.4 million to $211.6 million at March 31, 2008, compared to $279.0 million at December 31, 2007. This decrease is comprised of letters of credit and is due to a combination of less emphasis on Great Plains Energy’s facility for credit support and lower collateral requirements at Strategic Energy. KCP&L’s guarantees were relatively unchanged at March 31, 2008, compared to December 31, 2007.

New Accounting Standards

See Note 19 to the consolidated financial statements for information regarding new accounting standards.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Great Plains Energy and KCP&L are exposed to market risks associated with commodity price and supply, interest rates and equity prices. Market risks are handled in accordance with established policies, which may include entering into various derivative transactions. In the normal course of business, Great Plains Energy and KCP&L also face risks that are either non-financial or non-quantifiable. Such risks principally include business, legal, regulatory, operational and credit risks and are discussed elsewhere in this document as well as in the 2007 Form 10-K and therefore are not represented here.

Great Plains Energy and KCP&L interim period disclosures about market risk included in quarterly reports on Form 10-Q address material changes, if any, from the most recently filed annual report on Form 10-K. Therefore, these interim period disclosures should be read in connection with Item 7A. Quantitative and Qualitative Disclosures About Market Risk, included in the 2007 Form 10-K of each of Great Plains Energy and KCP&L, incorporated herein by reference.

Strategic Energy maintains a commodity-price risk management strategy that uses derivative instruments including forward physical energy purchases, to minimize significant, unanticipated net income fluctuations caused by commodity-price volatility. In certain markets where Strategic Energy operates, entering into forward fixed price contracts is cost prohibitive. Financial derivative instruments, including swaps, are used to limit the unfavorable effect that price increases will have on electricity purchases, effectively fixing the future purchase price of electricity for the applicable forecasted usage and protecting Strategic Energy from significant price volatility. At March 31, 2008, a hypothetical 10% increase in the market price of purchased power could result in a $5.2 million increase in purchased power expense for 2008.

ITEM 4. 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 the Company’s management, including the chief executive officer, chief financial officer, and the Company’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 are functioning effectively to provide reasonable assurance that: (i) the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and (ii) the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to their respective management, including the principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

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 March 31, 2008, that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

ITEM 4T. 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 are functioning effectively to provide reasonable assurance that: (i) the information required to be disclosed by KCP&L in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and (ii) the information required to be disclosed by KCP&L in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to their respective management, including the principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

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 March 31, 2008, that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Other Proceedings

The companies are parties to various lawsuits and regulatory proceedings in the ordinary course of their respective businesses. For information regarding material lawsuits and proceedings, see Notes 2, 5, 13 and 14 to the consolidated financial statements. Such descriptions are incorporated herein by reference.

ITEM 1A. RISK FACTORS

Actual results in future periods for Great Plains Energy and KCP&L could differ materially from historical results and the forward-looking statements contained in this report. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in Item 1A. Risk Factors included in the 2007 Form 10-K of each of Great Plains Energy and KCP&L. Certain of the risk factors in the 2007 Form 10-K are updated below. 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. The information presented below updates certain of the risk factors described in the 2007 Form 10-K of each of Great Plains Energy and KCP&L. 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 are also risk factors for Great Plains Energy.

The outcome of KCP&L’s retail rate proceedings could have a material impact on its business and is largely outside its control.

The rates that KCP&L is allowed to charge its customers are the single most important item influencing its results of operations, financial position and liquidity. These rates are subject to the determination, in large part, of governmental entities outside of KCP&L’s control, including the MPSC, KCC and FERC. KCP&L also is exposed to cost-recovery shortfalls due to the inherent lag in the rate-setting process, especially during periods of significant cost inflation. 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, which are discussed below, 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 collateral security requirements.

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 building and owning a portion of 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. Most, but not all, of these commitments 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 would adversely affect KCP&L’s results of operations, financial position, and cash flows, and the effect could be material.

The MPSC order approving an approximate $51 million increase in annual revenues effective January 1, 2007, was appealed in February 2007 to 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 this decision has been appealed by Trigen-Kansas City Energy Corporation. Although subject to the appeal, the MPSC order remains in effect pending the court’s decision.

In response to competitive, economic, political, legislative and regulatory pressures, KCP&L may be subject to rate moratoriums, rate refunds, 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 KCP&L’s results of operations, financial position and cash flows.

Financial market disruptions and declines in the credit ratings of Great Plains Energy or KCP&L may increase financing costs 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 as it implements its Comprehensive Energy Plan. The amount of credit support required for Strategic Energy operations varies with a number of factors, including the amount and price of power purchased for its customers. The amount of collateral or other credit support required under Strategic Energy and KCP&L power supply agreements is also dependent on credit ratings. If the proposed acquisition of Aquila occurs, the future capital requirements of Aquila will further increase the Company’s overall capital requirements. The Company relies on access to both short-term money markets 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 the financial markets for credit support, such as letters of credit, to support Strategic Energy and KCP&L operations.

Great Plains Energy, KCP&L and certain of their securities are rated by Moody's Investors Service and Standard & Poor's. A decrease in these credit ratings would have an adverse impact on the Company’s access to capital, its cost of funds, the amount of collateral required under power supply agreements and Great Plains Energy’s ability to provide credit support for its subsidiaries. While management anticipates that Great Plains Energy, KCP&L and Aquila will be rated investment grade if the proposed acquisition of Aquila closes, Great Plains Energy and KCP&L credit ratings were negatively affected by the announcement of the proposed acquisition, and may be further negatively affected.

The recent sub-prime mortgage issues have adversely affected the overall financial markets, generally resulting in increased credit spreads and reduced access to the capital markets. The Company’s management believes that it will maintain sufficient access to the financial markets at a reasonable cost based upon current credit ratings and market conditions. However, changes in financial or other market conditions or credit ratings could adversely affect the Company’s ability to access financial markets, increase borrowing costs, increase collateral or other

credit support requirements, or impact the rate treatment provided to KCP&L, and therefore materially affect its results of operations, financial position and cash flows.

Great Plains Energy is subject to business and regulatory uncertainties as a result of the potential acquisition of Aquila, which could adversely affect its business.

On February 6, 2007, Great Plains Energy entered into definitive agreements under which it would acquire all the outstanding shares of Aquila. Immediately prior to this acquisition, Black Hills would acquire from Aquila its electric utility in Colorado and its gas utilities in Colorado, Kansas, Nebraska and Iowa. These transactions are complex, remain subject to outstanding regulatory approvals and other conditions, and there is no assurance as to whether or when the transactions will be consummated. While various regulatory approvals have been obtained, the approval of the MPSC has not yet been obtained. The timing of, and the conditions imposed by, regulatory approvals may delay or give rise to the ability to terminate the transactions. In the event of termination, Great Plains Energy would be required to write-off its deferred transaction costs, which could be material. The conditions imposed by regulatory approvals could increase the costs, or decrease the benefits, anticipated by Great Plains Energy from the transaction.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on the Company. Although the Company has taken steps to reduce any adverse effects, these uncertainties could impair the Company’s ability to attract, retain and motivate key personnel until the merger closes and for a period of time afterwards, and could cause customers, suppliers and others to seek to change existing business relationships.

The pending sale of Strategic Energy may cause business uncertainties, which could adversely affect Great Plains Energy’s results of operations.

Strategic Energy contributed 60% of the Company’s consolidated revenues and 24% of the Company’s consolidated net income in 2007. In April 2008, Great Plains Energy announced that it had entered into an agreement to sell Strategic Energy to Direct Energy Services, LLC. Uncertainty about the possible effects of this sale on Strategic Energy employees, suppliers and customers may have an adverse effect on the Company until the sale closes, which is expected to be in the second quarter of 2008. Although the Company has taken steps to reduce any adverse effects, including employee retention agreements, these uncertainties could impair the Company’s ability to attract, retain and motivate key personnel until the sale closes, and could cause customers, suppliers and others to seek to terminate or change existing business relationships. The sale of Strategic Energy to Direct Energy is also subject to the satisfaction of several conditions, including receipt of FERC approval and the early termination or expiration of regulatory review periods and Great Plains Energy can provide no assurances that the sale will be completed. If the sale of Strategic Energy is not completed or is materially delayed, any negative effects arising from the uncertainty of the sale process could adversely affect Great Plains Energy’s results of operations.

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, primarily through KCP&L’s operations. The generation, transmission and distribution of electricity produces and requires disposal of certain hazardous products, 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 consolidated KCP&L’s results of operations, financial position and cash flows.

KCP&L currently projects a range of capital expenditures of $0.9 billion to $1.2 billion (KCP&L’s share of jointly owned units) over an approximate ten year period to comply with environmental requirements regarding SO2, NOx, and particulate emissions that will take effect during that period. The actual cost and the timing of

such expenditures may be materially different than these estimates due to the risks described in this risk factor and in the risk factor regarding construction risks.

There is also a risk of new environmental laws and regulations, and judicial interpretations of environmental laws and regulations, affecting KCP&L’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. These include regulation of carbon dioxide and other greenhouse gas emissions and efforts to encourage or mandate the use of renewable resources, energy efficiency and demand response management. Federal and/or state legislation or regulation to reduce greenhouse gas emissions may be enacted in the near future. The Kansas Department of Health and Environment has indicated that it intends to engage industries and stakeholders to establish goals for reducing CO2 emissions and strategies to achieve those goals. KCP&L’s current generation capacity is primarily coal-fired, and is estimated to produce about one ton of CO2 per MWh, or approximately 17 million tons per year. Efforts to reduce greenhouse gas emissions may cause the Company to incur material costs to reduce the greenhouse gas emissions from its operations (through additional environmental control equipment, retiring and replacing existing generation, or selecting more costly generation alternatives), procure emission allowance credits, or incur taxes, fees or other governmental impositions on account of such emissions. Another area of law that is in a state of flux is the rules governing emissions of mercury. Rules issued by the Environmental Protection Agency (EPA) were overturned in February 2008, and it is unclear what standards will be imposed in the future, or when KCP&L may have to comply with any new standards. KCP&L’s proposed capital expenditures reflect estimated costs to comply with the overturned rule, and compliance with any new standards is likely to result in the incurrence of increased costs, although at this point there is insufficient information to estimate those costs. Other new environmental laws and regulations affecting KCP&L’s operations may be adopted, and new interpretations of existing laws and regulations could be adopted or become applicable to KCP&L or its facilities, any of which may adversely affect the Company’s business and substantially increase its environmental expenditures in the future.

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 KCP&L’s results of operations, financial position and cash flows.

Under current law, KCP&L is also generally responsible for any on-site liabilities associated with the environmental condition of its facilities, including those that it has previously owned or operated, regardless of whether the liabilities arose before, during or after the time it owned or operated the facilities. KCP&L may not be able to recover all of its 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 KCP&L’s results of operations, financial position and cash flows. See Note 13 to the consolidated financial statements for additional information regarding environmental matters.

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. The Sierra Club and Concerned Citizens of Platte County have claimed that modifications were made to Iatan No. 1 in violation of Clean Air Act regulations. Although KCP&L has entered into a Collaboration Agreement with those parties that provides, among other things, for the release of such claims, the Collaboration Agreement does not bind any other entity. In 2007, KCP&L became aware of subpoenas issued by a Federal grand jury to certain third parties seeking documents relating to capital projects at Iatan No. 1. KCP&L has not been informed of the scope of the grand jury inquiry and, as of May 9, 2008, has not received a subpoena. Through informal discussions with the Department of Justice, however, management has been told that KCP&L may receive a grand jury subpoena. The ultimate outcome of these grand jury activities cannot presently be determined, nor can the costs and other liabilities that could potentially result from a negative

outcome presently be reasonably estimated. Failure to recover such costs through rates could have a material adverse effect on Great Plains Energy’s and consolidated KCP&L’s results of operations, financial position and cash flows.

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

The following table provides information regarding purchases by Great Plains Energy of its equity securities during the first quarter of 2008.


Issuer Purchases of Equity Securities
					Maximum Number
				Total Number of	(or Approximate
				Shares (or Units)	Dollar Value) of
	Total			Purchased as	Shares (or Units)
	Number of		Average	Part of Publicly	that May Yet Be
	Shares		Price Paid	Announced	Purchased Under
	(or Units)		per Share	Plans or	the Plans or
Month	Purchased		(or Unit)	Programs	Programs
January 1 - 31	-		$ -	-	N/A
February 1 - 29	15,567	(1)	28.23	-	N/A
March 1 - 30	3,609	(1)	24.48	-	N/A
Total	19,176		$ 27.53	-	N/A
(1) Represents shares of common stock surrendered to the Company by certain officers to pay taxes related
related to the vesting of restricted common shares and the issuance of performance shares.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

The following information is provided in this Quarterly Report in lieu of reporting such information under Item 5.02, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer, of Form 8-K.

On May 6, 2008, the independent members of the Great Plains Energy board of directors authorized the payment, effective as of the closing date of the pending sale of Strategic Energy to Direct Energy Services, LLC, of cash amounts to certain Strategic Energy officers, including Shahid Malik. Mr. Malik is Executive Vice President of Great Plains Energy and President and Chief Executive Officer of Strategic Energy, and is a “named executive officer” of Great Plains Energy (as defined in applicable SEC regulations). These payments reflect, for each recipient, the cash amount of incentive compensation that would have been payable, at target performance, had customary grants been made in 2008 pursuant to Strategic Energy’s annual and long term incentive compensation plans, prorated for the period of time between the beginning of the year and the sale closing date. If the sale

closes in the second quarter of 2008, as expected, Mr. Malik’s pro rated payment would be about $250,000, and would be in addition to any other compensation payable to Mr. Malik as a result of the sale.

Also on May 6, 2008, the independent members of the Board established objectives to be used for calculating 2008 annual incentive compensation for Great Plains Energy’s principal executive officer, principal financial officer and other named executive officers. The basic structure of the annual incentive plan provides for payout at 100% for target performance for each goal. Fifty percent of the incentive is payable at the threshold level of performance for each goal and 200% of the incentive is payable at the maximum level of performance. If goal performance is between target and threshold, or between target and maximum, the amount of the award payable is interpolated. Performance for any goal which is less than threshold will result in a zero payment for that goal. The target annual incentives for the principal executive officer, the principal financial officer, and other named executive officers are: Mr. Chesser, 100%; Mr. Downey, 70%; Mr. Bassham, 50%; and Mr. Marshall, 50%. The payout is based on the following weightings and objectives: 40% financial objective (core earnings); 40% business objectives (system reliability, generation equivalent availability, OSHA incident rate, J.D. Powers Customer Satisfaction Index and Comprehensive Energy Plan progress); and 20% individual performance objectives. There will be no payment made if core earnings is less than the threshold.

The independent members of the Board also approved on May 6, 2008, the following time-based restricted stock and performance share awards under the long-term incentive plan for Great Plains Energy’s principal executive officer, principal financial officer and other named executive officers. The restricted stock awards will vest on February 5, 2011. Dividends accrued on the restricted stock will be reinvested during the period under the Dividend Reinvestment and Direct Stock Purchase Plan. The restricted stock grants are: Mr. Chesser, 11,422 shares; Mr. Downey, 5,373 shares; Mr. Bassham, 3,040 shares; and Mr. Marshall, 2,878 shares. Performance shares, as determined by Great Plains Energy’s stock performance rank in the Edison Electric Institute (EEI) index of electric companies for the period 2008-2010 will be paid in common stock unless otherwise determined by the Compensation and Development Committee. Dividends during the performance period on the common stock awarded will be paid in cash after the end of the period. The actual number of shares awarded will range from 0% to 200% of target amount, based on performance against the EEI index. The target performance share grants are: Mr. Chesser, 34,325 shares; Mr. Downey, 16,119 shares; Mr. Bassham, 9,118 shares; and Mr. Marshall, 8,632 shares.

ITEM 6. EXHIBITS

Great Plains Energy Documents

Exhibit Number		Description of Document
2.1.1	*	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).
2.1.2	*	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 29, 2008).
3.1.1	*	By-laws of Great Plains Energy Incorporated, as amended April 1, 2008. (Exhibit 3.1 to Form 8-K dated April 7, 2008).
10.1.1	+	Description of Compensation Arrangements with Certain Executive Officers.
10.1.2	*	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).
10.1.3		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.
10.1.4		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.
10.1.5		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.
10.1.6	*	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).
10.1.7		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.
12.1		Computation of Ratio of Earnings to Fixed Charges.
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.

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.

Great Plains Energy 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 Great Plains Energy and its subsidiaries on a consolidated basis.

KCP&L Documents

Exhibit Number		Description of Document
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	*	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	*	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. (filed as exhibit 10.1.7).
12.2		Computation of Ratio of Earnings to Fixed Charges.
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.

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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Great Plains Energy Incorporated and Kansas City Power & Light Company have duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	GREAT PLAINS ENERGY INCORPORATED

Dated: May 9, 2008	By: /s/Michael J. Chesser
	(Michael J. Chesser)
	(Chief Executive Officer)

Dated: May 9, 2008	By: /s/Lori A. Wright
	(Lori A. Wright)
	(Principal Accounting Officer)

	KANSAS CITY POWER & LIGHT COMPANY

Dated: May 9, 2008	By: /s/William H. Downey
	(William H. Downey)
	(Chief Executive Officer)

Dated: May 9, 2008	By: /s/Lori A. Wright
	(Lori A. Wright)
	(Principal Accounting Officer)

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

001-32206	GREAT PLAINS ENERGY INCORPORATED	43-1916803
	(A Missouri Corporation)
	1201 Walnut Street
	Kansas City, Missouri 64106
	(816) 556-2200
	www.greatplainsenergy.com

000-51873	KANSAS CITY POWER & LIGHT COMPANY	44-0308720
	(A Missouri Corporation)
	1201 Walnut Street
	Kansas City, Missouri 64106
	(816) 556-2200
	www.kcpl.com

Abbreviation or Acronym		Definition

Aquila		Aquila, Inc.
ARO		Asset Retirement Obligation
BART		Best available retrofit technology
Black Hills		Black Hills Corporation
CAIR		Clean Air Interstate Rule
CAMR		Clean Air Mercury Rule
Clean Air Act		Clean Air Act Amendments of 1990
CO2		Carbon Dioxide
Collaboration Agreement		Agreement among KCP&L, the Sierra Club and the Concerned Citizens of Platte County
Company		Great Plains Energy Incorporated and its subsidiaries
Consolidated KCP&L		KCP&L and its wholly owned subsidiary
EBITDA		Earnings before interest, income taxes, depreciation and amortization
ECA		Energy Cost Adjustment
EIRR		Environmental Improvement Revenue Refunding
EPA		Environmental Protection Agency
EPS		Earnings per common share
ERISA		Employee Retirement Income Security Act of 1974
FASB		Financial Accounting Standards Board
FELINE PRIDESSM		Flexible Equity Linked Preferred Increased Dividend Equity Securities,
		a service mark of Merrill Lynch & Co., Inc.
FERC		The Federal Energy Regulatory Commission
FIN		Financial Accounting Standards Board Interpretation
FSP		Financial Accounting Standards Board Staff Position
FSS		Forward Starting Swaps
GAAP		Generally Accepted Accounting Principles
Great Plains Energy		Great Plains Energy Incorporated and its subsidiaries
Holdings		DTI Holdings, Inc.
HSS		Home Service Solutions Inc., a wholly owned subsidiary of KLT Inc.
IEC		Innovative Energy Consultants Inc., a wholly owned subsidiary of Great Plains Energy
ISO		Independent System Operator
KCC		The State Corporation Commission of the State of Kansas
KCP&L		Kansas City Power & Light Company, a wholly owned subsidiary of Great Plains Energy
KDHE		Kansas Department of Health and Environment
KLT Inc.		KLT Inc., a wholly owned subsidiary of Great Plains Energy
KLT Investments		KLT Investments Inc., a wholly owned subsidiary of KLT Inc.
KLT Telecom		KLT Telecom Inc., a wholly owned subsidiary of KLT Inc.
KW		Kilowatt
kWh		Kilowatt hour
MAC		Material Adverse Change

Abbreviation or Acronym		Definition
Market Street		Market Street Funding LLC
MD&A		Management’s Discussion and Analysis of Financial Condition and
		Results of Operations
MDNR		Missouri Department of Natural Resources
MISO		Midwest Independent Transmission System Operator, Inc.
MPSC		Public Service Commission of the State of Missouri
MW		Megawatt
MWh		Megawatt hour
NOx		Nitrogen Oxide
NPNS		Normal Purchases and Normal Sales
OCI		Other Comprehensive Income
PJM		PJM Interconnection, LLC
PRB		Powder River Basin
Receivables Company		Kansas City Power & Light Receivables Company, a wholly owned subsidiary of KCP&L
RTO		Regional Transmission Organization
SEC		Securities and Exchange Commission
SECA		Seams Elimination Charge Adjustment
Services		Great Plains Energy Services Incorporated
SFAS		Statement of Financial Accounting Standards
SIP		State Implementation Plan
SO2		Sulfur Dioxide
STB		Surface Transportation Board
Strategic Energy		Strategic Energy, L.L.C., a subsidiary of KLT Energy Services
Strategic Receivables		Strategic Receivables, LLC, a wholly owned subsidiary of Strategic
		Energy
T - Lock		Treasury Lock
Union Pacific		Union Pacific Railroad Company
WCNOC		Wolf Creek Nuclear Operating Corporation
Wolf Creek		Wolf Creek Generating Station

GREAT PLAINS ENERGY
Consolidated Balance Sheets
(Unaudited)

	March 31		December 31
	2008		2007
ASSETS	(millions, except share amounts)
Current Assets
Cash and cash equivalents	$	85.8	$	67.1
Restricted cash		0.7		0.7
Receivables, net		394.4		427.4
Fuel inventories, at average cost		42.9		35.9
Materials and supplies, at average cost		65.4		64.0
Deferred refueling outage costs		10.7		6.5
Refundable income taxes		24.1		10.7
Deferred income taxes		-		19.8
Derivative instruments		128.0		7.6
Other		17.9		15.2
Total		769.9		654.9
Nonutility Property and Investments
Affordable housing limited partnerships		16.6		17.3
Nuclear decommissioning trust fund		106.9		110.5
Other		13.3		14.3
Total		136.8		142.1
Utility Plant, at Original Cost
Electric		5,514.2		5,450.6
Less-accumulated depreciation		2,638.9		2,596.9
Net utility plant in service		2,875.3		2,853.7
Construction work in progress		662.9		530.2
Nuclear fuel, net of amortization of $123.5 and $120.2		57.8		60.6
Total		3,596.0		3,444.5
Deferred Charges and Other Assets
Regulatory assets		401.2		400.1
Goodwill		88.1		88.1
Derivative instruments		76.1		45.8
Other		55.0		51.2
Total		620.4		585.2
Total	$	5,123.1	$	4,826.7

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

GREAT PLAINS ENERGY
Consolidated Balance Sheets
(Unaudited)

	March 31			December 31
	2008			2007
LIABILITIES AND CAPITALIZATION	(millions, except share amounts)
Current Liabilities
Notes payable	$	68.0		$	42.0
Commercial paper		163.9			365.8
Current maturities of long-term debt		0.3			0.3
Accounts payable		433.3			406.5
Accrued taxes		39.9			24.8
Accrued interest		26.1			16.7
Accrued compensation and benefits		28.7			22.5
Pension and post-retirement liability		1.3			1.3
Deferred income taxes		43.5			-
Derivative instruments		43.1			81.0
Other		25.7			29.3
Total		873.8			990.2
Deferred Credits and Other Liabilities
Deferred income taxes		630.5			624.8
Deferred investment tax credits		26.7			27.0
Asset retirement obligations		107.4			94.5
Pension and post-retirement liability		156.4			157.2
Regulatory liabilities		138.9			144.1
Derivative instruments		2.3			1.6
Other		62.3			77.5
Total		1,124.5			1,126.7
Capitalization
Common shareholders' equity
Common stock-150,000,000 shares authorized without par value
86,453,977 and 86,325,136 shares issued, stated value		1,070.1			1,065.9
Retained earnings		518.1			506.9
Treasury stock-110,105 and 90,929 shares, at cost		(3.3	)		(2.8	)
Accumulated other comprehensive income (loss)		48.0			(2.1	)
Total		1,632.9			1,567.9
Cumulative preferred stock $100 par value
3.80% - 100,000 shares issued		10.0			10.0
4.50% - 100,000 shares issued		10.0			10.0
4.20% - 70,000 shares issued		7.0			7.0
4.35% - 120,000 shares issued		12.0			12.0
Total		39.0			39.0
Long-term debt (Note 9)		1,452.9			1,102.9
Total		3,124.8			2,709.8
Commitments and Contingencies (Note 13)
Total	$	5,123.1		$	4,826.7

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

GREAT PLAINS ENERGY
Consolidated Statements of Income
(Unaudited)

Three Months Ended March 31	2008			2007
Operating Revenues	(millions, except per share amounts)
Electric revenues - KCP&L	$	297.6		$	255.7
Electric revenues - Strategic Energy		527.6			408.0
Other revenues		0.2			0.6
Total		825.4			664.3
Operating Expenses
Fuel		54.7			52.7
Purchased power - KCP&L		30.8			16.4
Purchased power - Strategic Energy		417.5			341.5
Operating expenses - KCP&L		74.0			73.6
Selling, general and administrative - non-regulated		27.0			22.8
Maintenance		30.2			29.8
Depreciation and amortization		52.2			45.0
General taxes		30.6			27.9
Other		-			0.2
Total		717.0			609.9
Operating income		108.4			54.4
Non-operating income		10.2			4.8
Non-operating expenses		(1.1	)		(2.7	)
Interest charges		(42.1	)		(21.7	)
Income before income taxes and loss from equity investments		75.4			34.8
Income taxes		(27.5	)		(11.0	)
Loss from equity investments, net of income taxes		(0.4	)		(0.4	)
Net income		47.5			23.4
Preferred stock dividend requirements		0.4			0.4
Earnings available for common shareholders	$	47.1		$	23.0

Average number of common shares outstanding		85.9			82.8

Basic and diluted earnings per common share	$	0.55		$	0.28

Cash dividends per common share	$	0.415		$	0.415

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

GREAT PLAINS ENERGY
Consolidated Statements of Cash Flows
(Unaudited)

Three Months Ended March 31	2008			2007
Cash Flows from Operating Activities	(millions)
Net income	$	47.5		$	23.4
Adjustments to reconcile income to net cash from operating activities:
Depreciation and amortization		52.2			45.0
Amortization of:
Nuclear fuel		3.3			4.2
Other		2.2			2.7
Deferred income taxes, net		33.8			24.4
Investment tax credit amortization		(0.3	)		(0.4	)
Loss from equity investments, net of income taxes		0.4			0.4
Fair value impacts from energy contracts		(83.1	)		(57.3	)
Fair value impacts from interest rate hedging		21.9			-
Other operating activities (Note 3)		(2.0	)		(37.7	)
Net cash from operating activities		75.9			4.7
Cash Flows from Investing Activities
Utility capital expenditures		(182.1	)		(67.6	)
Allowance for borrowed funds used during construction		(5.0	)		(3.2	)
Purchases of investments and nonutility property		(0.4	)		(0.8	)
Purchases of nuclear decommissioning trust investments		(14.5	)		(30.5	)
Proceeds from nuclear decommissioning trust investments		13.6			29.5
Other investing activities		(5.4	)		(5.0	)
Net cash from investing activities		(193.8	)		(77.6	)
Cash Flows from Financing Activities
Issuance of common stock		2.3			2.8
Issuance of long-term debt		350.0			-
Issuance fees		(3.0	)		-
Repayment of long-term debt		-			(225.0	)
Net change in short-term borrowings		(175.9	)		308.7
Dividends paid		(36.2	)		(36.1	)
Other financing activities		(0.6	)		(2.0	)
Net cash from financing activities		136.6			48.4
Net Change in Cash and Cash Equivalents		18.7			(24.5	)
Cash and Cash Equivalents at Beginning of Year		67.1			61.8
Cash and Cash Equivalents at End of Period	$	85.8		$	37.3

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

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

Three Months Ended March 31	2008						2007
	Shares			Amount			Shares			Amount
Common Stock	(millions, except share amounts)
Beginning balance		86,325,136		$	1,065.9			80,405,035		$	896.8
Issuance of common stock		126,591			2.6			5,311,867			166.4
Issuance of restricted common stock		2,250			0.1			339,352			10.8
Equity compensation expense					0.7						0.4
Unearned Compensation
Issuance of restricted common stock					(0.1	)					(10.8	)
Forfeiture of restricted common stock					(0.1	)					-
Compensation expense recognized					1.4						0.8
Other					(0.4	)					-
Ending balance		86,453,977			1,070.1			86,056,254			1,064.4
Retained Earnings
Beginning balance					506.9						493.4
Cumulative effect of a change in accounting principle (Note 10)					-						(0.9	)
Net income					47.5						23.4
Dividends:
Common stock					(35.8	)					(35.7	)
Preferred stock - at required rates					(0.4	)					(0.4	)
Performance shares					(0.1	)					(0.1	)
Ending balance					518.1						479.7
Treasury Stock
Beginning balance		(90,929	)		(2.8	)		(53,499	)		(1.6	)
Treasury shares acquired		(19,176	)		(0.5	)		(18,434	)		(0.6	)
Ending balance		(110,105	)		(3.3	)		(71,933	)		(2.2	)
Accumulated Other Comprehensive Income (Loss)
Beginning balance					(2.1	)					(46.7	)
Derivative hedging activity, net of tax					50.0						68.4
Change in unrecognized pension expense, net of tax					0.1						0.1
Ending balance					48.0						21.8
Total Common Shareholders' Equity				$	1,632.9					$	1,563.7

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

GREAT PLAINS ENERGY
Consolidated Statements of Comprehensive Income
(Unaudited)




Three Months Ended March 31	2008			2007
	(millions)
Net income	$	47.5		$	23.4
Other comprehensive income
Gain on derivative hedging instruments		81.6			94.1
Income taxes		(34.0	)		(38.6	)
Net gain on derivative hedging instruments		47.6			55.5
Reclassification to expenses, net of tax		2.4			12.9
Derivative hedging activity, net of tax		50.0			68.4
Defined benefit pension plans
Amortization of net gains included in
net periodic benefit costs		0.1			0.1
Net change in unrecognized pension expense		0.1			0.1
Comprehensive income	$	97.6		$	91.9

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

Great Plains Energy Other Operating Activities
Three Months Ended March 31	2008			2007
Cash flows affected by changes in:	(millions)
Receivables	$	33.4		$	12.7
Fuel inventories		(7.2	)		(2.0	)
Materials and supplies		(1.4	)		(0.4	)
Accounts payable		26.8			(37.6	)
Accrued taxes		1.7			1.0
Accrued interest		9.4			2.0
Deferred refueling outage costs		(4.2	)		2.1
Pension and post-retirement benefit obligations		8.7			6.7
Allowance for equity funds used during construction		(2.5	)		(0.1	)
Deferred merger costs		(2.4	)		(7.1	)
T-Lock settlement		(41.2	)		-
Other		(23.1	)		(15.0	)
Total other operating activities	$	(2.0	)	$	(37.7	)
Cash paid during the period:
Interest	$	5.5		$	18.6
Income taxes	$	8.6		$	3.2
Non-cash investing activities:
Liabilities assumed for capital expenditures	$	75.8		$	36.5

KCP&L Other Operating Activities
Three Months Ended March 31	2008			2007
Cash flows affected by changes in:	(millions)
Receivables	$	32.8		$	26.2
Fuel inventories		(7.2	)		(2.0	)
Materials and supplies		(1.4	)		(0.4	)
Accounts payable		12.5			(51.3	)
Accrued taxes		17.4			13.1
Accrued interest		10.7			1.9
Deferred refueling outage costs		(4.2	)		2.1
Pension and post-retirement benefit obligations		8.1			6.1
Allowance for equity funds used during construction		(2.5	)		(0.1	)
T-Lock settlement		(41.2	)		-
Other		(10.8	)		(6.1	)
Total other operating activities	$	14.2		$	(10.5	)
Cash paid during the period:
Interest	$	5.1		$	15.8
Non-cash investing activities:
Liabilities assumed for capital expenditures	$	75.7		$	36.4


				Receivables			Consolidated
Three Months Ended March 31, 2008	KCP&L			Company			KCP&L
	(millions)
Receivables (sold) purchased	$	(247.0	)	$	247.0		$	-
Gain (loss) on sale of accounts receivable (a)		(3.1	)		3.2			0.1
Servicing fees		0.7			(0.7	)		-
Fees to outside investor		-			(0.8	)		(0.8)

Cash flows during the period
Cash from customers transferred to Receivables Company		(258.0	)		258.0			-
Cash paid to KCP&L for receivables purchased		254.7			(254.7	)		-
Servicing fees		0.7			(0.7	)		-
Interest on intercompany note		0.4			(0.4	)		-


				Receivables			Consolidated
Three Months Ended March 31, 2007	KCP&L			Company			KCP&L
	(millions)
Receivables (sold) purchased	$	(225.8	)	$	225.8		$	-
Gain (loss) on sale of accounts receivable (a)		(2.5	)		2.3			(0.2)
Servicing fees		0.7			(0.7	)		-
Fees to outside investor		-			(1.0	)		(1.0)

Cash flows during the period
Cash from customers transferred to Receivables Company		(231.9	)		231.9			-
Cash paid to KCP&L for receivables purchased		229.6			(229.6	)		-
Servicing fees		0.7			(0.7	)		-
Interest on intercompany note		0.6			(0.6	)		-
(a) Any net gain (loss) is the result of the timing difference inherent in collecting receivables and over the life of the
agreement will net to zero.


							Consolidated
	Strategic			Strategic			Strategic
Three Months Ended March 31, 2008	Energy			Receivables			Energy
	(millions)
Receivables (sold) purchased	$	(558.3	)	$	558.3		$	-
Gain (loss) on sale of accounts receivable (a)		(4.3	)		4.3			-
Servicing fees		0.7			(0.7	)		-
Fees to outside investor		-			(0.2	)		(0.2)

Cash flows during the period
Cash paid to Strategic Energy for receivables purchased		561.1			(561.1	)		-
Servicing fees		1.2			(1.2	)		-


	Pension Benefits						Other Benefits
Three Months Ended March 31	2008			2007			2008			2007
Components of net periodic benefit cost	(millions)
Service cost	$	4.5		$	4.5		$	0.4		$	0.2
Interest cost		8.0			7.4			1.1			0.8
Expected return on plan assets		(8.0	)		(7.3	)		(0.2	)		(0.2	)
Prior service cost		1.0			1.1			0.7			-
Recognized net actuarial loss		8.1			8.8			0.1			0.2
Transition obligation		-			-			0.3			0.3
Settlement charge		-			-			-			0.3
Net periodic benefit cost before
regulatory adjustment		13.6			14.5			2.4			1.6
Regulatory adjustment		(1.2	)		(2.0	)		-			-
Net periodic benefit cost	$	12.4		$	12.5		$	2.4		$	1.6


				Grant Date
Performance	Shares			Fair Value*
Beginning balance		309,689			$	30.34
Performance adjustment		(71,616	)
Issued		(24,757	)			30.60
Forfeited		(3,149	)			32.87
Ending balance		210,167				30.28
* weighted-average


Nonvested				Grant Date
Restricted stock	Shares			Fair Value*
Beginning balance		446,882			$	31.38
Granted and issued		2,250				27.83
Vested		(28,048	)			30.27
Forfeited		(4,548	)			32.87
Ending balance		416,536				31.42
* weighted-average


		March 31			December 31
	Year Due	2008			2007
KCP&L		(millions)
General Mortgage Bonds
5.09%* EIRR bonds	2012-2035	$	158.8		$	158.8
Senior Notes
6.50%	2011		150.0			150.0
5.85%	2017		250.0			250.0
6.375%	2018		350.0			-
6.05%	2035		250.0			250.0
Unamortized discount			(1.9	)		(1.9	)
EIRR bonds
4.65% Series 2005	2035		50.0			50.0
4.75% Series 2007A	2035		73.3			73.3
5.375% Series 2007B	2035		73.2			73.2
Total KCP&L			1,353.4			1,003.4

Other Great Plains Energy
6.875% Senior Notes	2017		100.0			100.0
Unamortized discount			(0.5	)		(0.5	)
7.74% Affordable Housing Notes	2008		0.3			0.3
Current maturities			(0.3	)		(0.3	)
Total Great Plains Energy excluding current maturities		$	1,452.9		$	1,102.9
* Weighted-average interest rates at March 31, 2008.


Great Plains Energy	Income Tax Expense							Income Tax Rate
Three Months Ended March 31		2008			2007			2008			2007
		(millions)
Federal statutory income tax		$	26.2		$	12.0			35.0	%		35.0	%
Differences between book and tax
depreciation not normalized			(0.2	)		0.9			(0.3	)		2.5
Amortization of investment tax credits			(0.3	)		(0.4	)		(0.5	)		(1.0	)
Federal income tax credits			(2.1	)		(2.1	)		(2.9	)		(6.2	)
State income taxes			4.8			1.7			6.4			4.9
Changes in uncertain tax positions, net			-			(0.2	)		-			(0.7	)
Other			(0.9	)		(0.9	)		(1.1	)		(2.4	)
Total		$	27.5		$	11.0			36.6	%		32.1	%


Clean Air Estimated Required
Environmental Expenditures (a)		Missouri			Kansas			Total
		(millions)
CAIR		$478	-	661	$	-		$478	-	661	(b)
Incremental BART			-		538	-	657	538	-	657	(c)
Less: expenditures through March 31, 2008			(139)			-			(139)
Estimated remaining required environmental expenditures		$339	-	522	$538	-	657	$877	-	1,179
(a)	The amounts reflect KCP&L's portion of the cost of projects at jointly-owned units.
(b)	Changes from the 2007 Form 10-K reflect a change in assumptions related to the type of equipment that may be installed at the
	Montrose Station and updated estimates for Iatan No. 1.
(c)	Reflects an estimated $261 million to $318 million associated with the LaCygne No. 1 baghouse and scrubber project included
	in the Comprehensive Energy Plan.

Great Plains Energy Contractual Commitments
	Remainder of
	2008			2009		2010		2011		2012		After 2012			Total
Purchase commitments		(millions)
Fuel		$	120.7	$	109.8	$	79.8	$	33.1	$	15.3		$	189.1	$	547.8
Purchased power			549.4		416.4		288.1		160.4		37.2			-		1,451.5
Comprehensive Energy Plan			738.0		289.0		52.0		-		-			-		1,079.0
Total contractual commitments		$	1,408.1	$	815.2	$	419.9	$	193.5	$	52.5		$	189.1	$	3,078.3

KCP&L Contractual Commitments
	Remainder of
	2008			2009		2010		2011		2012		After 2012			Total
Purchase commitments		(millions)
Fuel		$	120.7	$	109.8	$	79.8	$	33.1	$	15.3		$	189.1	$	547.8
Comprehensive Energy Plan			738.0		289.0		52.0		-		-			-		1,079.0
Total contractual commitments		$	858.7	$	398.8	$	131.8	$	33.1	$	15.3		$	189.1	$	1,626.8


Three Months Ended				Strategic						Great Plains
March 31, 2008	KCP&L			Energy			Other			Energy
	(millions)
Operating revenues	$	297.6		$	527.8		$	-			$	825.4
Depreciation and amortization		(50.2	)		(2.0	)		-				(52.2	)
Interest charges		(16.8	)		(0.7	)		(24.6	)			(42.1	)
Income taxes		2.2			(36.7	)		7.0				(27.5	)
Loss from equity investments		-			-			(0.4	)			(0.4	)
Net income (loss)		17.0			52.9			(22.4	)			47.5


Three Months Ended						Consolidated
March 31, 2007	KCP&L			Other		KCP&L
	(millions)
Operating revenues	$	255.7		$	-		$	255.7
Depreciation and amortization		(43.0	)		-			(43.0	)
Interest charges		(18.2	)		-			(18.2	)
Income taxes		4.9			-			4.9
Net income (loss)		2.1			(0.1)			2.0


						Fair Value Measurements Using
Description	March 31 2008		FIN 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)
Assets
Derivative instruments (a)	$	3.2	$	-		$	-	$	3.2	$	-
Nuclear decommissioning trust (b)		106.9		-			62.5		38.4		6.0
Total	$	110.1	$	-		$	62.5	$	41.6	$	6.0

Other Great Plains Energy
Assets
Derivative instruments (a)	$	200.9	$	(15.5	)	$	-	$	104.5	$	111.9
Total		200.9		(15.5	)		-		104.5		111.9
Liabilities
Derivative instruments (a)		45.4		(15.5	)		-		42.0		18.9
Total	$	45.4	$	(15.5	)	$	-	$	42.0	$	18.9

Great Plains Energy
Assets
Derivative instruments (a)	$	204.1	$	(15.5	)	$	-	$	107.7	$	111.9
Nuclear decommissioning trust (b)		106.9		-			62.5		38.4		6.0
Total		311.0		(15.5	)		62.5		146.1		117.9
Liabilities
Derivative instruments (a)		45.4		(15.5	)		-		42.0		18.9
Total	$	45.4	$	(15.5	)	$	-	$	42.0	$	18.9

(a) The fair value of derivative instruments is estimated using market quotes, over-the-counter forward price and volatility
curves and correlation among power and fuel prices, net of estimated credit risk. Upon adoption of SFAS 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.
(c) Represents the difference between derivative contracts in an asset or liability position presented on a net basis by
counterparty in the consolidated financial statements as a master netting agreement exists between the company and
the derivative counterparty.



Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	KCP&L		Other Great Plains Energy		Great Plains Energy
	Nuclear
	Decommissioning		Derivative
Description	Trust		Instruments		Total
	(millions)
Balance January 1, 2008	$	6.5	$	22.4	$	28.9
Total realized/unrealized gains or (losses)
Included in purchased power expense		-		45.9		45.9
Included in other comprehensive income		-		38.2		38.2
Included in regulatory liability		(0.1)		-		(0.1	)
Purchase, issuances, and settlements		(0.4)		1.0		0.6
Transfers in and/or out of Level 3		-		(14.5)		(14.5	)
Balance March 31, 2008	$	6.0	$	93.0	$	99.0

Total unrealized gains and (losses) included in
purchased power expense relating to assets still
on the consolidated balance sheet at March 31, 2008	$	-	$	34.4	$	34.4

Steven Helmers, Esq.	Christopher Reitz, Esq.
Black Hills Corporation	Aquila, Inc.
625 Ninth Street	20 West Ninth Street
Rapid City, SD 57709	Kansas City, MO 64105

	Very truly yours, Great Plains Energy Incorporated
	By: /s/ Mark G. English Name: Mark G. English Title: General Counsel

Name:	Steven J. Helmers
Title:	Sr. Vice President and General Counsel

	/s/ Patrick T. Smith
	Jason T. Gray, #22619
	Patrick T. Smith, #18275
	Litigation Counsels
	Kansas Corporation Commission
	1500 S. W. Arrowhead Road
	Topeka, Kansas 66604
	Telephone: (785) 271-3100
	Facsimile: (785) 271-3167

	/s/ C. Steven Rarrick
	David R. Springe, #15691
	C. Steven Rarrick, #13127
	Consumer Counsel
	Citizens' Utility Ratepayer Board
	1500 S.W. Arrowhead Road
	Topeka, Kansas 66604
	Telephone: (785) 271-3200
	Facsimile: (785) 271-3116

	/s/ Renee Parsons
	Renee Parsons, #20072
	Senior Attorney
	Aquila, Inc.
	20 West Ninth Street
	Kansas City, Missouri 64105
	Telephone: (816) 467-3297
	Facsimile: (816) 467-9297

	W. Robert Alderson, #6629
	ALDERSON, ALDERSON, WEILER,
	CONKLIN, BURGHART & CROW, LLC
	2101 S. W. 21st Street
	Topeka, Kansas 66601-0237
	Telephone: (785) 232-0753
	Facsimile: (785) 232-1866

	Attorneys for Aquila

	/s/ James G. Flaherty
	James G. Flaherty, #11177
	ANDERSON & BYRD, LLP
	216 S. Hickory, P. O. Box 17
	Ottawa, Kansas 66067
	Telephone: (785) 242-1234
	Facsimile: (785) 242-1279

	Attorneys for Black Hills Corporation and Black Hills/Kansas Gas Utility Company, LLC

	William G. Riggins, #12080
	Vice President and General Counsel
	Kansas City Power & Light
	1201 Walnut
	Kansas City, Missouri 64141
	Telephone: (816)556-2785
	Facsimile: (816)556-2787




	/s/ Glenda Cafer
	Glenda Cafer, #13342
	CAFER LAW OFFICE, LLC
	2921 SW Wanamaker Drive, Ste 101
	Topeka, Kansas 66614
	Telephone: (785) 271-9991
	Facsimile: (785) 271-9993

	Attorneys for Great Plains Energy, Incorporated
	and Kansas City Power & Light Company

										Exhibit 12.1


GREAT PLAINS ENERGY

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

	Three Months Ended
		March 31
		2008		2007		2006		2005		2004			2003
		(millions)
Income from continuing operations		$	47.5	$	159.2	$	127.6	$	164.2	$	175.3		$	189.2
Add
Minority interests in subsidiaries			-		-		-		7.8		(2.1	)		(1.3	)
Equity investment (income) loss			0.4		2.0		1.9		0.4		1.5			2.0
Income subtotal			47.9		161.2		129.5		172.4		174.7			189.9

Add
Taxes on income			27.5		71.5		47.9		39.5		55.5			78.3
Kansas City earnings tax			-		0.5		0.5		0.5		0.5			0.4
Total taxes on income			27.5		72.0		48.4		40.0		56.0			78.7

Interest on value of leased property			0.8		3.9		4.1		6.2		6.2			5.9
Interest on long-term debt			39.9		74.1		62.6		64.3		66.1			58.8
Interest on short-term debt			5.5		26.9		9.1		5.1		4.8			5.4
Mandatorily Redeemable Preferred
Securities			-		-		-		-		-			9.3
Other interest expense and amortization (a)			1.7		7.2		5.2		5.9		13.6			3.9

Total fixed charges			47.9		112.1		81.0		81.5		90.7			83.3

Earnings before taxes on
income and fixed charges		$	123.3	$	345.3	$	258.9	$	293.9	$	321.4		$	351.9

Ratio of earnings to fixed charges			2.57		3.08		3.20		3.60		3.54			4.22

(a) On January 1, 2007, Great Plains Energy adopted FIN No. 48, "Accounting for Uncertainty in Income Taxes," and along with the adoption, elected to make an accounting policy change to recognize interest related to uncertain tax positions in interest expense.