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Report on Form 8-K (12-31-2002)

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 11-K

 

[X]

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the fiscal year ended December 31, 2003

 

OR

 

 

[  ]

TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the transition period from ______ to ______

 

Commission file number 0-33207

 

 

A.

Full title of the plan and the address of the plan, if different from that of the issuer named below:

 

Great Plains Energy Incorporated
Cash or Deferred Arrangement
(Employee Savings Plus Plan)
(hereinafter referred to as "Plan")

 

 

B.

Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office:

 

 

 

Great Plains Energy Incorporated
1201 Walnut
Kansas City, Missouri 64106-2124

 


GREAT PLAINS ENERGY INCORPORATED CASH OR DEFERRED ARRANGEMENT ("EMPLOYEE SAVINGS PLUS")

TABLE OF CONTENTS

Page

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

2

FINANCIAL STATEMENTS:

Statements of Net Assets Available for Benefits as of December 31, 2003 and 2002

3

Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2003

4

Notes to Financial Statements

5

SUPPLEMENTAL SCHEDULES AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2003:

Form 5500, Schedule H, Part IV, Line 4i - Schedule of Assets Held for Investment Purposes at the End of Year

10

Form 5500, Schedule H, Part IV, Line 4j - Schedule of Reportable Transactions

11

Note:

Certain supplemental schedules required by the rules and regulations of the Department of Labor are omitted because of the absence of conditions under which they are required.

 

EXHIBITS

 

 

Exhibit No.

Description

 

 

23

Consent of Independent Auditors

 

 


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Participants and Administrative Committee of the Great Plains Energy Incorporated Cash or Deferred Arrangement ("Employee Savings Plus") Kansas City, Missouri

We have audited the accompanying statements of net assets available for benefits of Great Plains Energy Incorporated Cash or Deferred Arrangement ("Employee Savings Plus") (the "Plan") as of December 31, 2003 and 2002, and the related statement of changes in net assets available for benefits for the year ended December 31, 2003. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2003 and 2002 and the changes in net assets available for benefits for the year ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America.

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules listed in the table of contents are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/Deloitte & Touche LLP

Kansas City, Missouri

June 18, 2004

 

 


 

GREAT PLAINS ENERGY INCORPORATED
CASH OR DEFERRED ARRANGEMENT
("EMPLOYEE SAVINGS PLUS")

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2003 AND 2002
 

 

2003

2002

ASSETS:

 

   Investments (Note 3)

$

218,211,378

$

162,505,347

 

 

   Receivables:

 

      Employer contributions

139,440

129,621

      Employee contributions

519,359

450,083

 

 

 

         Total receivables

658,799

579,704

 

 

 

   Cash

18,069

61,452

NET ASSETS AVAILABLE FOR BENEFITS

$

218,888,246

$

163,146,503

See notes to financial statements.

 

 

 


GREAT PLAINS ENERGY INCORPORATED
CASH OR DEFERRED ARRANGEMENT
("EMPLOYEE SAVINGS PLUS")

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 2003 

ADDITIONS:

 

   Investment income:

 

      Net appreciation in fair value of investments

$

45,331,162

      Interest

2,544,127

      Dividends

5,208,500

   Contributions:

 

      Employer contributions

3,067,252

      Employee contributions

11,199,044

 

 

         Total additions

67,350,085

 

 

DEDUCTIONS:

 

   Benefits paid to participants

11,365,388

   Dividend distributions

241,754

   Expenses Paid

1,200

 

         Total deductions

11,608,342

 

 

INCREASE IN NET ASSETS

55,741,743

 

 

NET ASSETS AVAILABLE FOR BENEFITS:

 

   Beginning of year

163,146,503

 

 

   End of year

$

218,888,246

 

 

See notes to financial statements.

 


 

GREAT PLAINS ENERGY INCORPORATED CASH OR DEFERRED
ARRANGEMENT ("EMPLOYEE SAVINGS PLUS")

NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2003 AND 2002 AND FOR THE YEAR ENDED DECEMBER 31, 2003
____________________________________________________________________________

1. PLAN DESCRIPTION

The following description of the Great Plains Energy Incorporated Cash or Deferred Arrangement ("Employee Savings Plus") (the "Plan") is provided for general information purposes only. Participants should refer to the Plan document for more complete information.

General - The Plan is a defined contribution plan covering all full time and part time management and full time bargaining unit employees of Kansas City Power & Light Company, sponsored by Great Plains Energy Incorporated (the "Company"). The Plan provides that employees are immediately eligible to make elective contributions to the Plan. The Company serves as the administrator of the Plan and United Missouri Bank, N.A. ("UMB") serves as the trustee of the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

Effective June 1, 2002, eligible employees of Home Services Solutions Inc. and Worry Free Service, Inc. began participation in the Plan.

An Employee Stock Ownership Plan ("ESOP") component was added to the Plan on January 1, 2002. The ESOP component consists of the portion of the Plan that is invested in Great Plains Energy Incorporated common stock. Adding this component gives participants the option of receiving a direct cash distribution of any dividends paid on such stock held in participant elective contribution accounts and, if they are 100% vested as of the dividend record date, their Company match accounts. Dividends paid on Company stock will be automatically reinvested, unless the cash distribution was elected.

Contributions - Each year participants may contribute between 2% and 15% of their annual compensation as defined in the Plan. Effective January 1, 2002, participants may contribute between 2% and 40% of their annual compensation as defined in the Plan. Effective January 1, 2003, the Plan was amended to allow any participant who has attained age 50 and who elects to make the maximum level of elective contributions, as defined by the Plan, may elect to make a catch-up contribution. Participants direct the investment of their contributions into various investment options offered by the Plan. Participants are eligible for a matching contribution after completing one year of service. The Company contributes 50% of the employee's elective contribution, not to exceed 3% of annual compensation, as defined in the Plan. The matching contribution is invested directly in the Great Plains Energy Incorporated Stock Fund although participants who have attained the age of 52 may transfer funds in their comp any-match account to another investment fund offered by the Plan. Contributions are subject to certain Internal Revenue Code limitations.


Participant Accounts - Each participant's account is credited with the participant's contribution and allocations of (a) the Company's contribution, (b) Plan earnings, and charged with an allocation of administrative expenses as applicable. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account.

Vesting - Participants are immediately vested in their voluntary contributions plus actual earnings thereon. Vesting in the Company matching contributions portion of their accounts plus earnings thereon is based on years of continuous service. A participant is partially vested after two years and 100 percent vested after six years of credited service. Participants who retire after age 55, die or become totally or permanently disabled while an employee of the Company are considered 100% vested in the Company matching contributions, regardless of their length of service.

Participant Loans - Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. The loans are secured by the balance in the participant's account and bear interest at rates equal to prime plus 2%. Principal and interest is paid ratably through semi-monthly payroll deductions. Additionally, all loans are made for a period of less than five years unless proceeds of such loan are exclusively used for the purchase of a participant's primary residence which has a maximum of fifteen years.

Payment of Benefits - Participants who leave the Company as a result of termination, retirement, or permanent disability may receive the vested interest in their account in one lump-sum payment or in a series of monthly or annual installments over a period of not longer than five years, rollover their account to another trustee or elect to defer distribution until age 62 or retirement, whichever is later. Upon death, distributions will be made to beneficiaries in a lump sum or in monthly or annual installments over a period of no more than three years.

Forfeited Accounts - At December 31, 2003 forfeited nonvested accounts totaled $310. These accounts will be used to reduce employer contributions. Also, during 2003, employer contributions were reduced by $19,443 from forfeited nonvested accounts.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting - The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.

Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein. Actual results could differ from those estimates. The Plan utilizes various investment instruments. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities


will occur in the near term and that such changes could materially affect the amounts reported in the financial statements.

Investment Valuation and Income Recognition - The Plan's investments are stated at fair value. Quoted market prices are used to value investments. Shares of mutual funds are valued at the net asset value of shares held by the Plan at year end. Participant loans are stated at cost, which approximates fair value.

Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date.

Expenses - Administrative expenses of the Plan are paid by either the Plan or the Company, as provided in the Plan document.

Payment of Benefits - Benefits payments to participants are recorded upon distribution.

3. INVESTMENTS

The Plan's investments that represented five percent or more of the Plan's net assets available for benefits as of December 31, 2003 and 2002 are as follows:

December 31,

2003

2002

Great Plains Energy Incorporated Stock Fund,
   3,126,800 and 3,119,261 shares, respectively
   (includes both nonparticipant-directed and
   participant-directed funds)

$

99,494,791

$

71,368,694

Fidelity Magellan Fund, 411,183 and 399,814
   shares, respectively

40,189,028

31,569,317

Fidelity Puritan Fund, 1,015,901 and 923,261
   shares, respectively

18,763,699

14,578,294

Fidelity Managed Income Portfolio, 17,178,135
   and 14,236,680 shares, respectively

17,178,135

14,236,680

Fidelity Securities Fund OTC Portfolio,
   373,487 and 342,833 shares, respectively

12,127,131

8,197,125

 

During 2003, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $45,331,162 as follows:

Mutual funds

$

17,500,330

Common stock

27,830,832

 

45,331,162


 

4. NONPARTICIPANT-DIRECTED INVESTMENTS

Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant-directed investments is as follows as of December 31, 2003 and 2002, and for the year ended December 31, 2003. The stock fund is considered to be nonparticipant-directed for purposes of this disclosure as the participant-directed and non-participant-directed amounts cannot be separately determined.

2003

2002

Net Assets -
Great Plains Energy Incorporated Stock Fund

$

99,494,791

$

71,368,694

Year Ended
December 31, 2003

Changes in Net Assets:

   Contributions

$

3,107,641

   Dividends

5,208,500

   Interest

891

   Dividend distributions

(241,754)

   Net appreciation in fair value of investments

27,830,832

   Benefits paid to participants

(1,225,801)

   Transfers to participant-directed investments

(12,011,239)

   Transfers from participant-directed investments

5,457,027

$28,126,097

 

5. RELATED-PARTY TRANSACTIONS

Certain Plan investments are shares of a money market fund and shares of Company stock managed by UMB Bank, N.A. UMB Bank, N.A. is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions.

6. PLAN TERMINATION

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, the participants would become 100% vested in their Company matching contributions.

7. FEDERAL INCOME TAX STATUS

The Internal Revenue Service has determined and informed the Company by a letter dated June 4, 2004, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). Although the Plan has been amended since receiving the determination letter, the Plan administrator believes that


the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.

8. SUBSEQUENT EVENTS

Effective January 20, 2004, UMB shall be removed as trustee of the Plan and Marshall & Ilsley Trust Co., N.A. is the appointed trustee.

Effective January 2, 2004, the balances of the accounts of all participants in the KLT, Inc. 401(k) Plan and Trust will be transferred to this Plan due to the merger of the KLT, Inc. 401(k) Plan and Trust into this Plan.


 

GREAT PLAINS ENERGY INCORPORATED
CASH OR DEFERRED ARRANGEMENT
("EMPLOYEE SAVINGS PLUS")

FORM 5500, SCHEDULE H, PART IV, LINE 4i - SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES AT THE END OF YEAR
DECEMBER 31, 2003

(a)

(b)

(c)

(d)

(e)

Identity of Issue, Borrower,
Lessor or Similar Party

Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value

Cost

Current
Value

*

Great Plains Energy Incorporated Stock Fund

Common stock

$

$77,117,770

$

99,494,791

Fidelity Magellan Fund

Mutual Fund

**

40,189,028

Fidelity Puritan Fund

Mutual Fund

**

18,763,699

Fidelity Managed Income Portfolio

Money Market Fund

**

17,178,135

Fidelity Securities Fund OTC Portfolio

Mutual Fund

**

12,127,131

Fidelity Securities Fund Blue Chip Growth Fund

Mutual Fund

**

8,060,226

Fidelity Overseas Fund

Mutual Fund

**

3,803,445

Fidelity Charles Street Trust Asset Manager

Mutual Fund

**

2,830,784

Fidelity Commonwealth Trust Intermediate Bond Fund

Mutual Fund

**

2,762,356

Fidelity Devonshire Trust Mid-Cap Stock Fund

Mutual Fund

**

1,805,772

Fidelity Institutional Investors Trust Freedom 2020 Fund

Mutual Fund

**

1,368,578

Fidelity Institutional Investors Trust Freedom 2030 Fund

Mutual Fund

**

938,750

Fidelity Institutional Investors Trust Freedom Income Fund

Mutual Fund

**

488,389

Fidelity Institutional Investors Trust Freedom 2010 Fund

Mutual Fund

**

1,176,828

Fidelity Institutional Investors Trust Freedom 2000 Fund

Mutual Fund

**

508,197

Fidelity Aberdeen Street Trust Freedom 2040 Trust

Mutual Fund

**

279,753

*

UMB Bank, N.A. Money Market Account

Money Market Fund

**

310

*

Participant Loans

Participant loans (maturing 2004 to 2018 at interest rates of 6% to 12%)

6,435,206

218,211,378

*

Represents party-in-interest to the Plan.

**

Cost information is not required for participant-directed investments and, therefore, is not included.


 

GREAT PLAINS ENERGY INCORPORATED
CASH OR DEFERRED ARRANGEMENT
("EMPLOYEE SAVINGS PLUS")

 

FORM 5500, SCHEDULE H, PART IV, LINE 4j - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 2003 

(a)

(b)

(c)

(d)

(e)

(f)

(g)

Identity of Party Involved

Description of Asset

Purchase Price

Selling Price

Cost of Asset

Current Value of Asset on Transaction Date

Net Gain/
(Loss)

SINGLE TRANSACTIONS

 

 

None

 

 

 

 

 

 

 

 

 

 

 

SERIES TRANSACTION

 

 

 * UMB Bank, n.a.

Great Plains Incorporated Stock Fund

(330 purchases)

$

13,710,144

$

13,710,144

 

(470 sales)

 

$

12,187,569

$

10,648,173

 

$

1,539,396

 

 

 

 

 

 

 

* UMB Bank, n.a.

Money Market Account

 

 

 

(164 purchases)

$

13,194,585

$

13,194,585

 

 

(320 sales)

 

$

13,195,890

$

13,195,890

 

 

 

 

 

 

 

 

 

* Includes both participant-directed and nonparticipant-directed funds. 


 

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee of the Employee Savings Plus Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

EMPLOYEE SAVINGS PLUS PLAN

 

 

By:

/s/Andrea F. Bielsker

 

Andrea F. Bielsker

 

 

By:

/s/John J. DeStefano

 

John J. DeStefano

 

 

By:

/s/William G. Riggins

 

William G. Riggins

 

June 25, 2004

INDEPENDENT AUDITORS' CONSENT

Exhibit 23

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-98781 of Great Plains Energy Incorporated on Form S-8 of our report dated June 18, 2004, appearing in this Annual Report on Form 11-K of the Great Plains Energy Incorporated Cash or Deferred Arrangement ("Employee Savings Plus") for the year ended December 31, 2003.

 

/s/Deloitte & Touche LLP

Kansas City, Missouri
June 24, 2004