UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
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FORM
11-K
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[X]
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ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the fiscal year ended December 31, 2008
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OR
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[ ]
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TRANSITION
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the transition period from ______ to ______
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Commission
file number 0-33207
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A.
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Full
title of the plan and the address of the plan, if different from that of
the issuer named below:
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KCP&L
Greater Missouri Operations Company
Retirement
Investment Plan
(formerly
known as Aquila, Inc. Retirement Investment Plan)
(hereinafter
referred to as Plan)
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||
B.
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Name
of issuer of the securities held pursuant to the Plan and the address of
its principal executive office:
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Great
Plains Energy Incorporated
1201
Walnut
Kansas
City, Missouri 64106-2124
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TABLE
OF CONTENTS
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||||
Page
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REPORTS
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
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1 -
2
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FINANCIAL
STATEMENTS:
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||||
Statements
of Net Assets Available for Benefits as of December 31, 2008 and
2007
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3
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|||
Statements
of Changes in Net Assets Available for Benefits for the Years
Ended
December
31, 2008 and 2007
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4
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Notes
to Financial Statements as of December 31, 2008 and 2007
and
for the Years Ended December 31, 2008 and 2007
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5 -
13
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SUPPLEMENTAL
SCHEDULE:
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||||
Form
5500, Schedule H, Part IV, Line 4i - Schedule of Assets (Held at End of
Year)
as
of December 31, 2008
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14
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|||
Note:
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All
other schedules required by Section 2520.103-10 of the Department of
Labor’s Rules and
Regulations
for Reporting and Disclosure under the Employee Retirement Income
Security
Act
of 1974 have been omitted because they are not
applicable.
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EXHIBITS
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||||
Exhibit
No.
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Description
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|||
23.1
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Consent
of Independent Registered Public Accounting Firm
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|||
23.2
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Consent
of Independent Registered Public Accounting Firm
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KCP&L
Greater Missouri Operations Company Retirement
|
||||
Investment
Plan (formerly known as Aquila, Inc. Retirement Investment
Plan)
|
||||
Statements
of Net Assets Available for Benefits
|
||||
December
31, 2008 and 2007
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||||
2008
|
2007
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|||
Assets:
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||||
Investments at fair
value:
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||||
Participant-directed
investments
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$
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135,895,581
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$
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262,162,870
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Receivables:
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||||
Participant
contributions
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—
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286,299
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Employer
contributions
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—
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4,062,441
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Total assets
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135,895,581
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266,511,610
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||
Adjustment from fair value to
contract value for fully
|
||||
benefit-responsive stable
value fund
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3,143,136
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1,042,434
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||
Net assets available for
benefits
|
$
|
139,038,717
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$
|
267,554,044
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See
accompanying notes to financial statements.
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KCP&L
Greater Missouri Operations Company Retirement
|
||||
Investment
Plan (formerly known as Aquila, Inc. Retirement Investment
Plan)
|
||||
Statements
of Changes in Net Assets Available for Benefits
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||||
Years
ended December 31, 2008 and 2007
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||||
2008
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2007
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|||
Investment
income (loss):
|
||||
Net depreciation in fair value
of investments
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$
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(62,092,810)
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$
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(3,717,920)
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Interest and
dividends
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4,467,654
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16,735,738
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Net investment income
(loss)
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(57,625,156)
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13,017,818
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Contributions:
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||||
Employer
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5,703,329
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10,514,922
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Participant
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5,577,469
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10,222,940
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Employee rollovers from other
investment plans
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37,898
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100,855
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Total
contributions
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11,318,696
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20,838,717
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Other
income - Litigation settlement
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6,676,731
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—
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Deductions:
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||||
Benefit payments to
participants
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88,857,052
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42,323,387
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Management fees
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28,546
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188,955
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Total
deductions
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88,885,598
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42,512,342
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Decrease
in net assets
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(128,515,327)
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(8,655,807)
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Net
assets available for benefits:
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||||
Beginning of
year
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267,554,044
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276,209,851
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End of year
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$
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139,038,717
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$
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267,554,044
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See
accompanying notes to financial statements.
|
1
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Acquisition
of Aquila, Inc. by Great Plains Energy
Incorporated
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2
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Description
of the Plan
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3
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Summary
of Significant Accounting Policies
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Investment
Valuation and Income Recognition - The Plan’s investments are
stated at fair value. Fair value of a financial instrument is the price
that would be received to sell an asset in an orderly transaction between
market participants at the measurement date. Shares of common stock and
mutual funds are valued at quoted market prices, which represent the net
asset value of shares held by the Plan at year-end. The common/collective
trust funds are stated at estimated fair value as determined by the issuer
of the common/collective trust fund based on the fair value of the
underlying investments. The JPMorgan Stable Asset Income Fund and JPMorgan
Stable Value Fund are common/collective trust funds that are considered to
be a stable value funds with underlying investments in investment
contracts and are valued at fair value and then adjusted by the issuer to
contract value. Fair value of the stable value funds is the net asset
value of its underlying investments and contract value is principal plus
accrued interest. Individual participant accounts invested in the
common/collective trust fund are maintained on a unit value basis.
Participants do not have beneficial ownership in specific underlying
securities or other assets in the various funds, but have an interest
therein represented by units valued as of the last business day of the
period. The various funds earn dividends and interest which are
automatically reinvested in additional units. Generally, contributions to
and withdrawals from each fund are converted to units by dividing the
amounts of such transactions by the unit values as last determined, and
the participants’ accounts are charged or credited with the number of
units properly attributable to each participant. Participant loans are
valued at the outstanding loan balance, which approximates fair
value.
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Payment of
Benefits -
Benefit payments to participants are recorded upon
distribution.
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4
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Fair
Value Measurements
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December
31, 2008
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Quoted
Prices in Active Markets for Identical Assets
(Level
1)
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Significant
Other Observable Inputs
(Level
2)
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Significant
Unobservable Inputs
(Level
3)
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|||||
Common
stock
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$
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8,557,631
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$
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8,557,631
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$
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–
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$
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–
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Common/collective
trust fund
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27,520,217
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–
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27,520,217
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–
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Registered
investment company shares
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95,944,354
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95,944,354
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–
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–
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Brokerage
account
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1,868,916
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–
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1,868,916
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–
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Participant
loans
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2,004,463
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–
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–
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2,004,463
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||||
Total
Investments
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$
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135,895,581
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$
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104,501,985
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$
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29,389,133
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$
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2,004,463
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Participant
Loans
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Total
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Beginning
balance, December 31, 2007
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$
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4,133,418
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$
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4,133,418
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Purchases,
issuances and settlements
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(2,128,955)
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(2,128,955)
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Ending
balance, December 31, 2008
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$
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2,004,463
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$
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2,004,463
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5
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Investments
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2008
|
2007
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|||
Aquila,
Inc. common stock, 5,441,025 shares
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$
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—
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$
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20,295,022
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Great
Plains Energy Incorporated common stock,
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442,712 shares
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8,557,631
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—
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Artisan
Mid Cap Fund, 525,439 and 670,428 shares,
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respectively
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8,937,710
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20,743,027
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JPMorgan
Stable Asset Income Fund, 78,895 units
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27,520,217
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|||
JPMorgan
Stable Value Fund, 283,009 units,
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—
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27,663,482
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Vanguard
Int'd Term Bond Index Fund 682,396 shares
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7,165,161
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American
Funds Fundamental Inv Fund, 389,662
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and 482,757 shares,
respectively
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9,722,065
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20,464,053
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American
Century Livestrong 2015 Fund, 967,875
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and 1,515,110 shares,
respectively
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8,749,593
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18,075,266
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American
Century Livestrong 2025 Fund, 1,101,717
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||||
and 1,725,075 shares,
respectively
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9,728,158
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21,390,932
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2008
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2007
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Common
stock
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$
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(1,317,737)
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$
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(5,899,907)
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Mutual
funds
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(61,251,799)
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1,470,316
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Common/collective
trust funds
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1,464,361
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412,343
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CISC
brokerage fund
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(987,635)
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299,328
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Total net
depreciation
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$
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(62,092,810)
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$
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(3,717,920)
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6
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Exempt
Party-In-Interest Transactions
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7
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Plan
Termination
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8
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Federal
Income Tax Status
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9
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ERISA
Litigation
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10
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Reconciliation
of Financial Statements to Form
5500
|
2008
|
2007
|
|||
Net
assets available for benefits per the financial statements
|
$
|
139,038,717
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$
|
267,554,044
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Amounts
due from plan sponsor for participant contributions
|
—
|
(286,299)
|
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Amounts
due from plan sponsor for employer contributions
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—
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(178,698)
|
||
Adjustment
from contract value to fair value for fully benefit-
|
||||
responsive stable value
fund
|
(3,143,136)
|
(1,042,434)
|
||
Net assets available for
benefits per the Form 5500
|
$
|
135,895,581
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$
|
266,046,613
|
2008
|
2007
|
|||
Total
investment income (loss) per the financial statements
|
$
|
(57,625,156)
|
$
|
13,017,818
|
Current
year change in adjustment from contract value
|
||||
to fair value for fully
benefit-responsive stable value fund
|
(2,100,702)
|
(143,646)
|
||
Total investment income (loss)
per the Form 5500
|
$
|
(59,725,858)
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$
|
12,874,172
|
2008
|
2007
|
|||
Total
contributions per the financial statements
|
$
|
11,318,696
|
$
|
20,838,717
|
Amounts
due from plan sponsor for participant contributions
|
286,299
|
(4,924)
|
||
Amounts
due from plan sponsor for employer contributions
|
178,698
|
(15,487)
|
||
Total contributions per the
Form 5500
|
$
|
11,783,693
|
$
|
20,818,306
|
11
|
DOL
Audit
|
12
|
Effect
of Divestitures on the Plan
|
Schedule
|
||||
KCP&L
Greater Missouri Operations Company Retirement
|
||||
Investment
Plan (formerly known as Aquila, Inc. Retirement Investment
Plan)
|
||||
EIN 44-0541877 Plan
Number 021
|
||||
Schedule
H, line 4i—Schedule of Assets (Held at End of Year)
|
||||
December
31, 2008
|
||||
Shares
or
|
Fair
market
|
|||
face
value
|
Description
|
value
|
||
Registered
Investment Companies
|
||||
197,871
|
American
Funds The Growth Fund of America
|
$
|
4,052,390
|
|
172,763
|
American
Funds Balanced Fund
|
2,378,952
|
||
847,709
|
American
Century Equity Index Fund
|
3,043,275
|
||
554,210
|
American
Century International Growth Fund
|
4,106,697
|
||
1,140,932
|
American
Century Small Cap Value Fund
|
6,126,803
|
||
525,439
|
Artisan
Mid Cap Fund
|
8,937,710
|
||
154,468
|
Fidelity
Diversified International Fund
|
3,322,609
|
||
444,287
|
JPMorgan
Bond Fund*
|
2,807,891
|
||
85,099
|
Managers
Special Equity Fund
|
2,576,785
|
||
682,396
|
Vanguard
Intermediate Term Bond Index Fund
|
7,165,161
|
||
389,662
|
American
Funds Fundamental Inv Fund
|
9,722,065
|
||
339,519
|
American
Beacon Large Cap Value Fund
|
4,451,099
|
||
95,706
|
Vanguard
Morgan Growth Fund
|
3,350,660
|
||
180,052
|
Vanguard
Extended Market Index Fund
|
4,324,849
|
||
231,306
|
American
Century Livestrong Income Fund
|
2,051,688
|
||
967,875
|
American
Century Livestrong 2015 Fund
|
8,749,593
|
||
1,101,717
|
American
Century Livestrong 2025 Fund
|
9,728,158
|
||
684,679
|
American
Century Livestrong 2035 Fund
|
5,970,402
|
||
361,217
|
American
Century Livestrong 2045 Fund
|
3,077,567
|
||
Common/Collective
Trust Funds
|
||||
78,895
|
JPMorgan
Stable Asset Income Fund
|
27,520,217
|
||
Company
Stock
|
||||
442,712
|
Great
Plains Energy Incorporated*
|
8,557,631
|
||
Brokerage
Funds
|
||||
720,710
|
CISC
Brokerage Fund (a)*
|
1,868,916
|
||
Participant
Loans
|
||||
Participant
loans (b)*
|
2,004,463
|
|||
Total
investments
|
$
|
135,895,581
|
||
*
Party-in-interest to the Plan.
|
||||
(a)
Includes individual securities held by the trust at the direction of the
participant.
|
||||
(b)
Maturity dates through March 2018 at interest rates from 6.00% to
11.50%
|
KCP&L
GREATER MISSOURI OPERATIONS COMPANY RETIREMENT INVESTMENT
PLAN
|
||
By:
|
/s/
Michael W. Cline
|
|
Michael
W. Cline
|
||
By:
|
/s/
Barbara B. Curry
|
|
Barbara
B. Curry
|
||
By:
|
/s/
Todd A. Kobayashi
|
|
Todd
Kobayashi
|
||
By:
|
/s/
John R. Marshall
|
|
John
Marshall
|
||
By:
|
/s/
Lori A. Wright
|
|
Lori
A. Wright
|