We have audited the accompanying consolidated balance sheets of Great Plains Energy Incorporated and subsidiaries (the “Company”) as of December 31, 2004 and 2003, and the related consolidated statements of income, comprehensive income, common stock equity and cash flows for each of the three years in the period ended December 31, 2004. Our audits also included the financial statement schedules listed in the Index at Item 15. These financial statements and financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements and financial statement schedules based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Great Plains Energy Incorporated and subsidiaries as of December 31, 2004 and 2003, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2004, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein.
As discussed in Note 5 to the consolidated financial statements, effective January 1, 2002, the Company changed its method of accounting for intangible assets to adopt Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets”. As discussed in Notes 1 and 16, respectively, to the consolidated financial statements, effective January 1, 2003, the Company changed its method of accounting for stock-based compensation to adopt SFAS No. 123, “Accounting for Stock-Based Compensation” and changed its method of accounting for asset retirement obligations to adopt SFAS No. 143, “Accounting for Asset Retirement Obligations”.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company’s internal control over financial reporting as of December 31, 2004, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 4, 2005, expressed an unqualified opinion on management’s assessment of the effectiveness of the Company’s internal control over financial reporting and an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of
Kansas City Power & Light Company
We have audited the accompanying consolidated balance sheets of Kansas City Power & Light Company and subsidiaries (the “Company”) as of December 31, 2004 and 2003, and the related consolidated statements of income, comprehensive income, common stock equity and cash flows for each of the three years in the period ended December 31, 2004. Our audits also included the financial statement schedules listed in the Index at Item 15. These financial statements and financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements and financial statement schedules based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Kansas City Power & Light and subsidiaries as of December 31, 2004 and 2003, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2004, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein.
As discussed in Note 5 to the consolidated financial statements, effective January 1, 2002, the Company changed its method of accounting for intangible assets to adopt Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets”. As discussed in Note 16 to the consolidated financial statements, effective January 1, 2003, the Company changed its method of accounting for asset retirement obligations to adopt SFAS No. 143, “Accounting for Asset Retirement Obligations”.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company’s internal control over financial reporting as of December 31, 2004, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 4, 2005, expressed an unqualified opinion on management’s assessment of the effectiveness of the Company’s internal control over financial reporting and an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
/s/DELOITTE & TOUCHE LLP
Kansas City, Missouri
March 4, 2005
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Great Plains Energy and KCP&L carried out evaluations of their 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 each company’s management, including the chief executive officer and chief financial officer of each company and the companies’ disclosure committee.
Based upon these evaluations, the chief executive officer and chief financial officer of Great Plains Energy and KCP&L, respectively, have concluded as of the end of the period covered by this report that the disclosure controls and procedures of Great Plains Energy and KCP&L are functioning effectively to provide reasonable assurance that the information required to be disclosed by the respective companies in the reports that they file or submit 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.
Changes in Internal Control Over Financial Reporting
There has been no change in Great Plains Energy’s or KCP&L’s internal control over financial reporting that occurred during the quarterly period ended December 31, 2004, that has materially affected, or is reasonably likely to materially affect, those companies’ internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of the effectiveness of internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Great Plains Energy
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended) for Great Plains Energy. Under the supervision and with the participation of Great Plains Energy’s chief executive officer and chief financial officer, management evaluated the effectiveness of Great Plains Energy’s internal control over financial reporting as of December 31, 2004. Management used for this evaluation the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Management has concluded that, as of December 31, 2004, Great Plains Energy’s internal control over financial reporting is effective based on the criteria set forth in the COSO framework. Deloitte & Touche, LLP, the independent registered public accounting firm that audited the financial statements included in this annual report on Form 10-K, has issued its audit report on this assessment, which is included below.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Great Plains Energy Incorporated
We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control Over Financial Reporting, that Great Plains Energy Incorporated and subsidiaries (the “Company”) maintained effective internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, management’s assessment that the Company maintained effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
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We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedules as of and for the year ended December 31, 2004, of the Company and our report dated March 4, 2005, expressed an unqualified opinion on those financial statements and financial statement schedules.
/s/DELOITTE & TOUCHE LLP
Kansas City, Missouri
March 4, 2005
KCP&L
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 15d-15(f) under the Securities Exchange Act of 1934, as amended) for KCP&L. Under the supervision and with the participation of KCP&L’s chief executive officer and chief financial officer, management evaluated the effectiveness of KCP&L’s internal control over financial reporting as of December 31, 2004. Management used for this evaluation the framework in Internal Control – Integrated Framework issued by the COSO of the Treadway Commission. Management has concluded that, as of December 31, 2004, KCP&L’s internal control over financial reporting is effective based on the criteria set forth in the COSO framework. Deloitte & Touche, LLP, the independent registered public accounting firm that audited the financial statements included in this annual report on Form 10-K, has issued its audit report on this assessment, which is included below.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of
Kansas City Power & Light Company
We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control Over Financial Reporting, that Kansas City Power & Light Company and subsidiaries (the “Company”) maintained effective internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
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transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, management’s assessment that the Company maintained effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedules as of and for the year ended December 31, 2004, of the Company and our report dated March 4, 2005, expressed an unqualified opinion on those financial statements and financial statement schedules.
/s/DELOITTE & TOUCHE LLP
Kansas City, Missouri
March 4, 2005
ITEM 9B. OTHER INFORMATION
Report of Triggering Events in Lieu of Current Report on Form 8-K
Pursuant to the guidance provided by the SEC Division of Corporation Finance in the Current Report on Form 8-K Frequently Asked Questions dated November 23, 2004, the following information is provided pursuant to the following Items of Form 8-K: Item 1.01 Entry into a Material Definitive Agreement, Item 1.02 Termination of a Material Definitive Agreement, and Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On March 7, 2005, Great Plains Energy announced the resignation of Andrea F. Bielsker as Senior Vice President- Finance, Chief Financial Officer and Treasurer effective March 25, 2005. An Agreement containing the terms of the resignation is attached to this report as Exhibit 10.1.jj.
Effective March 28, 2005, Terry Bassham will become Executive Vice President – Finance & Strategic Development and Chief Financial Officer of Great Plains Energy. Mr. Bassham, 44, has been Executive Vice President, Chief Financial and Administrative Officer (November 2001 to March 2005), Executive Vice President and General Counsel (August 2000 to November 2001) and Vice President and General Counsel (January 1999 to August 2000) of El Paso Electric Company.
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Mr. Bassham’s initial annual base salary will be $275,000. Mr. Bassham will participate in the Great Plains Energy Annual Incentive Plan 2005, under which he will be eligible to receive up to 150% of a cash bonus of 40% of his annual base salary at target. He will also receive a $275,000 grant of restricted stock payable at the end of three years upon continued employment and performance shares equal to 70% of base salary at target under the Great Plains Long-Term Incentive Plan. Mr. Bassham will enter into an indemnification agreement and a change of control severance agreement with Great Plains Energy. He will also be eligible to participate in the Company’s Non-Qualified Deferred Compensation Plan, Supplemental Executive Retirement Plan and other benefit plans. The Company will also pay Mr. Bassham’s reasonable relocation costs. There is no family relationship between Mr. Bassham and any director or executive officer of the Company or its subsidiaries. There are no transactions or proposed transactions to which the Company or its subsidiaries, or their respective directors, shareholders or executive officers, is a party and in which Mr. Bassham has or will have an interest.
Combined current report on Form 8-K filed on December 16, 2004
The information provided under Item 1.01 of the combined current report on Form 8-K filed on December 16, 2004, respecting the entry into five-year revolving credit agreements by Great Plains Energy and KCP&L, is also provided under Item 2.03 of Form 8-K. In addition, the following information is provided.
The agreements provide for floating rate and Eurodollar advances. The interest rate on floating rate advances is calculated each day and is the higher of the prime rate and the federal funds effective rate plus 0.5% (as those terms are defined in the agreements), plus an amount based on current credit ratings. The interest rate on Eurodollar advances is based on the Eurodollar interest rate for the applicable period, adjusted for reserve requirements, plus an amount based on current credit ratings. Eurodollar advances may be made for terms of one, two, three or six months. Advances may be repaid at any time. All outstanding advances are due and payable at the expiration of the term of the agreements.
The five-year credit agreements contain representations and affirmative, negative and financial covenants customary for such facilities, including, among other things, limits on the incurrence of liens, disposition of assets, consolidations and mergers. The agreements also contain customary events of default including, without limitation, payment defaults, material inaccuracy of representations and warranties, covenant defaults, indebtedness cross-defaults, certain bankruptcy and insolvency events and certain ERISA events. Upon a default caused by certain events of bankruptcy and insolvency, the obligations of the lenders to make advances or issue letters of credit automatically cease, and all outstanding advances and letter of credit obligations are immediately payable. Upon other defaults, lenders in the aggregate having more than 50% of the aggregate commitment under the credit agreement, may cause the termination or suspensio n of the obligations of the lenders to make advances or issue letters of credit, or declare all outstanding advances and letter of credit obligations to be due and payable, or both.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS
Great Plains Energy Directors
The following information is incorporated by reference from the Great Plains Energy 2005 Proxy Statement, which will be filed with the SEC no later than March 31, 2005 (Proxy Statement):
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• | Information regarding the directors of Great Plains Energy required by this item contained in the section titled “Election of Directors”. |
• | Information regarding the Audit Committee of Great Plains Energy required by this item contained in the sections titled “Corporate Governance”, “Election of Directors” and “Director Independence”. |
KCP&L Directors
Great Plains Energy, as the sole shareholder of KCP&L, elects the directors of KCP&L. The directors of KCP&L are the same as those for Great Plains Energy, and the Board committees of Great Plains Energy function as the Board committees of KCP&L. The eleven individuals listed below are all of the current directors and have consented to stand for election to the Board of Great Plains Energy. If they are elected at the annual shareholders meeting on May 3, 2005, to serve on the Great Plains Energy Board, they will also be elected to the KCP&L Board to serve as directors until the next annual shareholders meeting and until their successors are elected and qualified.
David L. Bodde | Director since 1994 |
Dr. Bodde, 62, is the Senior Fellow and Professor, Arthur M. Spiro Center for Entrepreneurial Leadership at Clemson University (since 2004). He previously held the Charles N. Kimball Professor of Technology and Innovation (1996-2004), at the University of Missouri-Kansas City. He also serves on the board of The Commerce Funds. Dr. Bodde served as a member of the Audit and Governance committees during 2004.
Michael J. Chesser | Director since 2003 |
Mr. Chesser, 56, is Chairman of the Board and Chief Executive Officer of Great Plains Energy and Chairman of the Board – KCP&L (since October 2003). Previously he served as Chief Executive Officer of United Water (2002-2003); President and Chief Executive Officer of GPU Energy (2000-2002); and President and Chief Executive Officer of Itron Inc. (1999-2000). Mr. Chesser served as a member of the Executive committee in 2004.
William H. Downey | Director since 2003 |
Mr. Downey, 60, is President and Chief Operating Officer - Great Plains Energy and President and Chief Executive Officer - KCP&L (since October 2003). Mr. Downey joined the Company in 2000 as Executive Vice President – Kansas City Power & Light Company and President – KCPL Delivery Company. He previously was principal of W. H. Downey & Associates (1999-2000). Mr. Downey also serves on the board of Enterprise Financial Services Corp.
Mark A. Ernst | Director since 2000 |
Mr. Ernst, 46, is Chairman, President and Chief Executive Officer of H&R Block, Inc., a global provider of tax preparation, investment, mortgage and accounting services. He was elected Chairman of the Board in 2002, Chief Executive Officer in 2001 and President in 1999. Mr. Ernst also serves on the board of Knight Ridder, Inc. Mr. Ernst served on the Audit and Compensation and Development committees during 2004.
Randall C. Ferguson, Jr. | Director since 2002 |
Mr. Ferguson, 53, is the Senior Partner for Business Development for Tshibanda & Associates, LLC (since March 2005), a consulting and project management services firm committed to assisting clients to improve operations and achieve long-lasting, measurable results. Previously he served as Senior Vice President Business Growth & Member Connections with the Greater Kansas City Chamber of Commerce (2003-2005)
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and the retired Senior Location Executive (1998-2003) for the IBM Kansas City Region. Mr. Ferguson served on the Audit and Governance committees during 2004.
William K. Hall | Director since 2000 |
Dr. Hall, 61, is Chairman (since 2000) of Procyon Technologies, Inc., a holding company with investments in the aerospace and defense industries. He also served as Chief Executive Officer (2000-2003) of the company. Dr. Hall also serves on the boards of Actuant Corporation, A. M. Castle & Co., GenCorp and Woodhead Industries. Dr. Hall served on the Compensation and Development and Executive committees during 2004.
Luis A. Jimenez | Director since 2001 |
Mr. Jimenez, 60, is Senior Vice President and Chief Strategy Officer (since 2001) of Pitney Bowes Inc., a global provider of integrated mail and document management solutions. He served as Vice President, Global Growth and Future Strategy (1999-2001). Mr. Jimenez served on the Governance and Executive committees during 2004.
James A. Mitchell | Director since 2002 |
Mr. Mitchell, 63, is the Executive Fellow-Leadership, Center for Ethical Business Cultures (since 1999), a not-for-profit organization assisting business leaders in creating ethical and profitable cultures. Mr. Mitchell served on the Compensation and Development and Governance committees during 2004.
William C. Nelson | Director since 2000 |
Mr. Nelson, 67, is Chairman (since 2001) of George K. Baum Asset Management, a provider of investment management services to individuals, foundations and institutions. He is the retired Chairman (1990-2000) of Bank of America Midwest. He also serves on the board of DST Systems. Mr. Nelson served on the Audit and Compensation and Development committees during 2004.
Linda H. Talbott | Director since 1983 |
Dr. Talbott, 64, is President of Talbott & Associates (since 1975), consultants in strategic planning, philanthropic management and development to foundations, corporations, and nonprofit organizations. She is also Chairman of the Center for Philanthropic Leadership. Dr. Talbott served as a member of the Executive and Governance committees during 2004.
Robert H. West | Director since 1980 |
Mr. West, 66, serves on the boards of Saint Luke’s Health System, Burlington Northern Santa Fe Corporation and Commerce Bancshares, Inc. Mr. West served as the Lead Director of the Board and as a member of the Audit, Executive and Compensation and Development committees during 2004.
KCP&L Audit Committee
The Audit Committee of the Great Plains Energy Board of Directors functions as the Audit Committee of KCP&L. The members of the Audit Committee are Mark A. Ernst, David L. Bodde, Randall C. Ferguson, Jr., William C. Nelson and Robert H. West. The Board identified Mark A. Ernst, William C. Nelson and Robert H. West as independent “audit committee financial experts”, as that term is defined by the SEC pursuant to Section 407 of the Sarbanes-Oxley Act of 2002, and determined that those individuals are independent.
Great Plains Energy and KCP&L Executive Officers
Information regarding the executive officers of Great Plains Energy and KCP&L is contained in this report in the Part I, Item 1 section titled “Executive Officers.”
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Great Plains Energy and KCP&L Code of Ethics
The Company has adopted a Code of Business Conduct and Ethics (Code), which applies to all directors, officers and employees of Great Plains Energy, KCP&L and their subsidiaries. The Code is posted on the investor relations page of our Internet websites atwww.greatplainsenergy.com andwww.kcpl.com. A copy of the Code is available, without charge, upon written request to Corporate Secretary, Great Plains Energy Incorporated, 1201 Walnut, Kansas City, Missouri 64106. Great Plains Energy and KCP&L intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding an amendment to, or a waiver from, a provision of the Code that applies to the principal executive officer, principal financial officer, principal accounting officer or controller of those companies by posting such information on the investor relations page of their Internet websites.
Section 16(a) Beneficial Ownership Reporting Compliance
The information regarding compliance with Section 16(a) of the Securities Exchange Act of 1934, as amended, contained in the section titled “Security Ownership of Directors and Officers” of the Proxy Statement is incorporated by reference.
ITEM 11. EXECUTIVE COMPENSATION
GREAT PLAINS ENERGY
The information regarding compensation of Great Plains Energy directors and named executive officers contained in the sections titled “Corporate Governance”, “Executive Compensation”, “Aggregated Option/SAR Exercises in the Last Fiscal Year and Fiscal Year-End Option/SAR Values”, “Great Plains Energy Pension Plans”, “Great Plains Energy Severance Agreements”, “Employment Arrangement With Mr. Chesser”, “Compensation and Development Committee Report on Executive Compensation”, “Certain Relationships and Related Transactions” and “Stock Performance Graph” of the Proxy Statement is incorporated by reference.
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KCP&L
Summary Compensation Table
The following table contains compensation data for KCP&L executive officers named below, for fiscal years ended December 31, 2004, 2003 and 2002.
Name and Principal
Position
(a) | | Annual Compensation | Long Term Compensation | All Other Compensation
($)(3)
(i) |
Year
(b) | Salary
($)
(c) | Bonus
($)
(d) | Other Annual Compensation
($) (1)
(e) | Awards | Payouts |
Restricted Stock
Award(s)
($)(2)
(f) | Securities Underlying Options/
SARs (#)
(g) | LTIP Payouts
($)
(h) |
Michael J. Chesser
Chairman of the Board | 2004 2003
2002 | 550,000 137,500
- | 495,535 123,750
- | 311,436 -
- | - 1,115,813
- | - -
- | - -
- | 8,734 1,403
- |
William H. Downey
President and Chief Executive Officer | 2004 2003
2002 | 400,000 325,000
260,000 | 270,292 219,375
78,000 | -
-
- | - 1,001,998
- | - 5,249
20,000 | -
-
- | 27,562 20,764
14,382 |
Andrea F. Bielsker
Senior Vice President–Finance, Chief Financial Officer and Treasurer | 2004 2003
2002 | 230,000 220,000
200,000 | 141,831 132,000
60,000 | - -
- | - 125,626
- | - 2,887
13,000 | - -
- | 24,678 22,313
18,569 |
Stephen T. Easley
Vice President-
Generation Services | 2004 2003
2002 | 225,000 210,000 200,000 | 116,684 94,500 56,388 | - - - | - 128,378 - | - 2,449 13,000 | - -
- | 11,972 10,737 5,242 |
William P. Herdegen, III
Vice President – Distribution Operations | 2004 2003
2002 | 175,000 175,000
160,000 | 85,510 78,750
32,000 | - -
- | - 62,481
- | - 2,041
6,000 | - -
- | 8,881 8,594
4,682 |
| | | |
| (1) | While the five named executive officers receive certain perquisites from the Company, with the exception of Mr. Chesser in 2004, such perquisites did not reach in any of the reported years the threshold for reporting of the lesser of either $50,000 or ten percent of salary and bonus set forth in the applicable rules of the Securities and Exchange Commission. |
| For 2004, amounts include: |
| • | Personal Travel: Chesser-$3,794 |
| • | Relocation Costs: Chesser-$299,292 |
| • | Transportation Allowance: Chesser-$7,200 |
| • | Club Dues: Chesser-$1,150 |
| (2) | The dollar value of restricted stock awards shown in Column (f) above is calculated by multiplying the number of shares awarded by the closing market price of the Great Plains Energy common stock on the date of the grant. |
| Chesser | | |
| | 12,135 shares vesting October 1, 2005, 12,135 shares vesting October 1, 2006 and 12,135 shares vesting October 1, 2007; dividends are reinvested with the same restrictions as the restricted stock; value as of December 31, 2004 was $1,102,343. |
| Downey | | |
| | 8,825 shares vesting October 1, 2005, 8,825 shares vesting October 1, 2006 and 8,826 shares vesting October 1, 2007; dividends are reinvested with the same restrictions as the restricted stock; value as of December 31, 2004 was $801,693. |
| (3) | For 2004, amounts include: |
| • | Contribution Under the Great Plains Energy Employee Savings Plus Plan: Chesser-$263; Downey-$6,079; Bielsker-$6,142; Easley-$6,150; and Herdegen-$5,250. |
| • | Flex Dollars Under the Flexible Benefits Plan: Chesser-$6,581; Downey-$3,932; Bielsker-$14,027; Easley-$3,997; and Herdegen-$3,542. |
| • | Deferred Flex Dollars: Chesser-$1,836; and Downey-$2,535. |
| • | Contribution under the Great Plains Energy Employee Savings Plus Plan accruing to the Deferred Compensation Plan: Downey-$4,269; Bielsker-$344; and Easley-$156. |
| • | Above-Market Interest Paid on Deferred Compensation: Chesser-$54; Downey-$10,747; Bielsker-$4,165; and Easley-$1,669. |
| • | Wellness Program: Herdegen-$89. |
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| Aggregated Option/SAR Exercises in the Last Fiscal Year and Fiscal Year-End Option/SAR Values |
|---|
|
| Shares | | Number of Securities Underlying | |
|---|
| Acquired | | Unexercised Options/SARs at Fiscal | Value of Unexercised In-the-Money |
|---|
| on | Value | Year End | Options/SARs at Fiscal Year End |
|---|
| Exercise | Realized | (#) | ($) |
|---|
|
|
| Name | (#) | ($) | Exercisable | Unexercisable | Exercisable (1) | Unexercisable |
|---|
| (a) | (b) | (c) | (1)(d) | (d) | (e) | (e) |
|---|
|
| Michael J. Chesser | | | | 0 | | | - | | | - | | | - | | | - | | | - | |
| William H. Downey | | | | 0 | | | - | | | 40,000 | | | 5,249 | | | 202,200 | | | 13,385 | |
| Andrea F. Bielsker | | | | 5,000 | | | 24,000 | | | 21,000 | | | 2,887 | | | 107,780 | | | 7,362 | |
| Stephen T. Easley | | | | 0 | | | - | | | 19,000 | | | 2,449 | | | 98,320 | | | 6,245 | |
| William P. Herdegen, III | | | | 0 | | | - | | | 12,000 | | | 2,041 | | | 60,660 | | | 5,205 | |
|
| (1) Includes stock options of 20,000 shares, 13,000 shares, 13,000 shares and 6,000 shares to Mr. Downey, Ms. Bielsker, Mr. Easley and Mr. |
| Herdegen, respectively, that became exercisable February 5, 2005. |
Pension Plans
Great Plains Energy has a non-contributory pension plan (Great Plains Energy Pension Plan) providing for benefits upon retirement, normally at age 65. In addition, a supplemental retirement benefit is provided for selected executive officers. The following table shows examples of single life option pension benefits (including unfunded supplemental retirement benefits) payable upon retirement at age 65 to the named executive officers:
|
| Average Annual Base Salary | Annual Pension for Years of Service Indicated |
|---|
|
|
| for Highest 36 Months | 15 | 20 | 25 | 30 or more |
|---|
|
| | | 150,000 | | | | | 45,000 | | | 60,000 | | | 75,000 | | | 90,000 | |
| | | 200,000 | | | | | 60,000 | | | 80,000 | | | 100,000 | | | 120,000 | |
| | | 250,000 | | | | | 75,000 | | | 100,000 | | | 125,000 | | | 150,000 | |
| | | 300,000 | | | | | 90,000 | | | 120,000 | | | 150,000 | | | 180,000 | |
| | | 350,000 | | | | | 105,000 | | | 140,000 | | | 175,000 | | | 210,000 | |
| | | 400,000 | | | | | 120,000 | | | 160,000 | | | 200,000 | | | 240,000 | |
| | | 450,000 | | | | | 135,000 | | | 180,000 | | | 225,000 | | | 270,000 | |
| | | 500,000 | | | | | 150,000 | | | 200,000 | | | 250,000 | | | 300,000 | |
| | | 550,000 | | | | | 165,000 | | | 220,000 | | | 275,000 | | | 330,000 | |
| | | 600,000 | | | | | 180,000 | | | 240,000 | | | 300,000 | | | 360,000 | |
| | | 650,000 | | | | | 195,000 | | | 260,000 | | | 325,000 | | | 390,000 | |
| | | 700,000 | | | | | 210,000 | | | 280,000 | | | 350,000 | | | 420,000 | |
|
Each eligible employee with 30 or more years of credited service, or whose age and years of service add up to 85, is entitled to a total monthly annuity equal to 50% of their average base monthly salary for the period of 36 consecutive months in which their earnings were highest. The monthly annuity will be proportionately reduced if their years of credited service are less than 30 or if their age and years of service do not add up to 85. The compensation covered by the Great Plains Energy Pension Plan -- base monthly salary -- excludes any bonuses and other compensation. The Great Plains Energy Pension Plan provides that pension amounts are not reduced by Social Security benefits. The estimated credited years of service for the named executive officers in the Summary Compensation table are as follows:
| Credited |
Officer | Years of Service |
Michael J. Chesser (1) | 1 year |
William H. Downey | 4 years |
Andrea F. Bielsker | 20 years |
Stephen T. Easley | 8 years |
William P. Herdegen, III | 3 years |
| (1) | Pursuant to the terms of an employment agreement, Mr. |
| Chesser will be credited with two years of service for every |
| one year of service earned. The additional year of service |
| will be paid as a supplemental retirement benefit. |
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Eligibility for supplemental retirement benefits is limited to executive officers selected by the Copensation and Development Committee of the Board; all the executive officers named in the Summary Compensation Table are participants. The total retirement benefit payable at the normal retirement date is equal to 2% of highest average earnings, as shown above, for each year of credited service up to 30 (maximum of 60% of highest average earnings). A liability accrues each year to cover the estimated cost of future supplemental benefits.
The Internal Revenue Code imposes certain limitations on pensions that may be paid under tax qualified pension plans. In addition to the supplemental retirement benefits, the amount by which pension benefits exceed the limitations will be paid outside the qualified plan and accounted for by Great Plains Energy as an operating expense.
Severance Agreements
Great Plains Energy has severance agreements (Severance Agreements) with certain KCP&L executive officers, including the named executive officers, to ensure their continued service and dedication to and their objectivity in considering on behalf of Great Plains Energy any transaction that would change the control of the Company. Under the Severance Agreements, an executive officer would be entitled to receive a lump-sum cash payment and certain insurance benefits during the three-year period after a Change in Control (or, if later, the three-year period following the consummation of a transaction approved by Great Plains Energy’s shareholders constituting a Change in Control) if the officer's employment was terminated by:
• | Great Plains Energy other than for cause or upon death or disability; | |
• | the executive officer for "Good Reason" (as defined in the Severance Agreements); and | |
• | the executive officer for any reason during a 30-day period commencing one year after the Change in Control or, if later, commencing one year following consummation of a transaction approved by Great Plains Energy’s shareholders constituting a change in control (a "Qualifying Termination"). | |
| | | | |
A Change in Control is defined as:
• | an acquisition by a person or group of 20% or more of the Great Plains Energy common stock (other than an acquisition from or by Great Plains Energy or by a Great Plains Energy benefit plan); |
• | a change in a majority of the Board; and |
• | approval by the shareholders of a reorganization, merger or consolidation (unless shareholders receive 60% or more of the stock of the surviving Company) or a liquidation, dissolution or sale of substantially all of Great Plains Energy’s assets. |
| | | |
Upon a Qualifying Termination, Great Plains Energy must make a lump-sum cash payment to the executive officer of:
• | the officer's base salary through the date of termination; |
• | a pro-rated bonus based upon the average of the bonuses paid to the officer for the last five fiscal years; |
• | any accrued vacation pay; |
• | two or three times the officer's highest base salary during the prior 12 months; |
• | two or three times the average of the bonuses paid to the officer for the last five fiscal years; |
| | | | | |
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• | the actuarial equivalent of the excess of the officer's accrued pension benefits including supplemental retirement benefits computed without reduction for early retirement and including two or three additional years of benefit accrual service, over the officer's vested accrued pension benefits; and |
• | the value of any unvested Great Plains Energy contributions for the benefit of the officer under the Great Plains Energy Employee Savings Plus Plan. |
In addition, Great Plains Energy must offer health, disability and life insurance plan coverage to the officer and his dependents on the same terms and conditions that existed immediately prior to the Qualifying Termination for two or three years, or, if earlier, until the executive officer is covered by equivalent plan benefits. Great Plains Energy must make certain "gross-up" payments regarding tax obligations relating to payments under the Severance Agreements as well as provide reimbursement of certain expenses relating to possible disputes that might arise.
Payments and other benefits under the Severance Agreements are in addition to balances due under the Great Plains Energy Long-Term Incentive Plan and Annual Incentive Plan. Upon a Change in Control (as defined in the Great Plains Energy Long-Term Incentive Plan), all stock options granted in tandem with limited stock appreciation rights will be automatically exercised.
Employment Arrangement with Mr. Chesser
Pursuant to the terms of an employment arrangement, Michael Chesser, Chairman of the Board of KCP&L, is entitled to receive three times annual salary and bonus if he is terminated without cause prior to his reaching age 63. After age 63, any benefit for termination without cause will be one times annual salary and bonus until age 65. Regarding pension benefits, Mr. Chesser will receive two credited years of service for every one year of service earned. The additional year of service will be paid as a supplemental retirement benefit.
Director Compensation
The directors of KCP&L receive the following compensation for serving on the Boards of Great Plains Energy and KCP&L:
Non-employee directors received an annual retainer of $50,000 in 2004 ($25,000 of which was used to acquire shares of Great Plains Energy common stock through Great Plains Energy’s Dividend Reinvestment and Direct Stock Purchase Plan on behalf of each non-employee member of the Board). An additional retainer of $10,000 was paid annually to the lead director. Also, a retainer of $3,000 was paid to those non-employee directors serving as chair of a committee. Attendance fees of $1,000 for each Board meeting and $1,000 for each committee meeting attended were also paid in 2004. Directors may defer the receipt of all or part of the cash retainers and meeting fees.
Great Plains Energy also provides life and medical insurance coverage for each non-employee member of the Board. The total premiums paid by Great Plains Energy for this coverage for all participating non-employee directors in 2004 were $30,629.
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Compensation and Development Committee Report on KCP&L Executive Compensation
The Compensation and Development Committee of the Board of Great Plains Energy is composed of five independent directors, and functions as the Compensation Committee of KCP&L. The Compensation and Development Committee sets the executive compensation structure and administers the policies and plans that govern compensation for the executive officers. Executive compensation is consistent with the Great Plains Energy total remuneration philosophy, which provides:
Given Great Plains Energy’s strategies in the competitive and demanding energy marketplace, attracting and retaining talent is a top priority. Great Plains Energy is committed to establishing total remuneration levels that are performance-based, competitive with the energy or utility market for jobs of similar scope to enable the organization to recruit and retain talented personnel at all levels in a dynamic and complex marketplace. This will be established through base salary, benefits and performance-based annual and long-term incentives. The incentive targets will be consistent with current trends in the energy or utility sector and the incentive measures will be appropriately tied to shareholder and customer interests.
Executive compensation for 2004 consisted of base salary and annual incentives. No grants were made under the Great Plains Energy Long-Term Incentive Plan in 2004. The Compensation and Development Committee has not adopted a policy concerning the Internal Revenue Services’ rules on the deductibility of compensation in excess of $1,000,000.
Base Salaries
The Compensation and Development Committee reviews executive officer salaries annually and makes adjustments as warranted. The Compensation and Development Committee benchmarks executive compensation regularly and compares with national compensation surveys. Base salaries for executive officers were established for 2004 on the basis of:
• | job responsibilities and complexity; |
• | individual performance under established guidelines; |
• | competitiveness for comparable positions in companies of similar size within the industry and general industry; and |
• | sustained performance of the company. |
| | | | | |
Annual Incentive Plan
Under the Great Plains Energy Annual Incentive Plan (Plan), executive officers receive incentive compensation based on the achievement of specific corporate business unit and individual goals. The size of the entire award under the Plan is determined by Great Plains Energy earnings per share. Individual award levels are set as a percentage of the executive officer’s base salary. The corporate earnings per share target is subject to established performance measures at threshold, target and maximum. Payments at target equal 100% of the potential payout for each individual. Performance awards are not paid if the corporate earnings per share performance falls below the threshold level. Corporate earnings per share performance above the target goal results in payouts above the target level. The entire award is distributed proportionately among participants based on individual award levels and achievement of goals. In 2004, corporate earnings per share were at the maximum level and individual awards were earned in the amounts set forth in the Summary Compensation Table.
138
Long-Term Incentive Plan
Great Plains Energy has a Long-Term Incentive Plan, approved by the shareholders, which provides for grants by the Compensation and Development Committee of stock options, restricted stock, performance shares and other stock-based awards. The Compensation and Development Committee believes that appropriate equity interests in Great Plains Energy by its executive officers more closely aligns the interests of management with shareholders and has established stock ownership guidelines for executive officers based on their level within the organization. Compliance with these guidelines is taken into consideration in determining grants under the Long-Term Incentive Plan. No long-term grants were made in 2004.
Chief Executive Officer
In determining the base salary for William H. Downey, the President and Chief Executive Officer of KCP&L, the Compensation and Development Committee considered:
• | financial performance of the company; |
• | cost and quality of services provided; |
• | leadership in enhancing the long-term value of the company; and |
• | relevant salary data from the utility industry. |
| | | | | |
The incentive award to Mr. Downey in 2004 under the Annual Incentive Plan was determined in the same manner as other executive officers.
COMPENSATION AND DEVELOPMENT COMMITTEE
William C. Nelson (Chairman)
Mark A. Ernst
William K. Hall
James A. Mitchell
Robert H. West
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
GREAT PLAINS ENERGY
The information regarding security ownership of the directors and executive officers of Great Plains Energy contained in the section titled “Security Ownership of Directors and Officers” of the Proxy Statement is incorporated by reference.
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KCP&L
Great Plains Energy is the sole shareholder of KCP&L. The following table shows beneficial ownership of Great Plains Energy’s common stock by the named executive officers, directors and all directors and executive officers of KCP&L as of February 5, 2005 (with the exception of shares held in the Employee Savings Plus Plan, which is reported as of January 31, 2005). The total of all shares owned by directors and executive officers represents less than 1% of Great Plains Energy’s common stock.
Name of Beneficial Owner | Shares of Common Stock
Beneficially Owned |
Named Executive Officers | | |
| Michael J. Chesser | 38,889 | (1) |
| William H. Downey | 79,923 | (1) |
| Andrea F. Bielsker | 27,669 | (1) |
| Stephen T. Easley | 35,133 | (1) |
| William P. Herdegen, III | 13,965 | (1) |
| | | |
Other Directors | | |
| David L. Bodde | 8,835 | (3) |
| Mark A. Ernst | 7,244 | |
| Randall C. Ferguson, Jr. | 2,957 | |
| William K. Hall | 10,612 | |
| Luis A. Jimenez | 3,263 | |
| James A. Mitchell | 3,845 | |
| William C. Nelson | 3,601 | |
| Linda H. Talbott | 9,340 | |
| Robert H. West | 6,803 | (3) |
All KCP&L Executive Officers and
Directors As A Group (17 persons) | 291,612 | (1) |
| (1) | Includes restricted stock and exercisable non-qualified stock options. |
| | • Restricted Stock: Chesser – 38,871 shares; Downey – 28,269 shares; and Easley – 10,000 shares (awarded February 1, 2005). |
| | • Exercisable Non–Qualified Stock Options: Downey – 40,000 shares; Bielsker – 21,000 shares; Easley – 19,000 shares; and Herdegen – 12,000 shares. |
| (2) | The nominee disclaims beneficial ownership of 1,000 shares reported and held by nominee's mother. |
| (3) | The nominee disclaims beneficial ownership of 1,000 shares reported and held by nominee’s wife. |
| | | | | | |
Equity Compensation Plan
The information regarding Great Plains Energy’s equity compensation plan is in Item 5, Market for the Registrants’ Common Equity and Related Shareholder Matters, of this report.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
GREAT PLAINS ENERGY
The information regarding certain relationships and related transactions regarding Great Plains Energy contained in the section titled “Certain Relationships and Related Transactions” of the Proxy Statement is incorporated by reference.
KCP&L
See note 12 to the consolidated financial statements.
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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
GREAT PLAINS ENERGY
The information regarding the independent auditors of Great Plains Energy and its subsidiaries contained in the section titled “Audit Committee Report” of the Proxy Statement is incorporated by reference.
KCP&L
The Audit Committee of the Great Plains Energy Board functions as the Audit Committee of KCP&L.
The following table sets forth the aggregate fees billed by Deloitte & Touche LLP for audit services rendered in connection with the consolidated financial statements and reports for 2004 and 2003 and for other services rendered during 2004 and 2003 on behalf of KCP&L and its subsidiaries, as well as all out-of-pocket costs incurred in connection with these services.
Fee Category | 2004 | 2003 |
Audit Fees | $ 920,904 | $ 227,013 |
Audit-Related Fees | 138,080 | 22,000 |
Tax Fees | 373,730 | 85,637 |
All Other Fees | - | - |
Total Fees | $ 1,432,714 | $ 334,650 |
Audit Fees
Consists of direct and allocated fees billed for professional services rendered for the audits of the annual consolidated financial statements of KCP&L and its subsidiaries and reviews of the interim condensed consolidated financial statements included in quarterly reports. Audit fees also include: services provided by Deloitte & Touche LLP in connection with statutory and regulatory filings or engagements; audit reports on audits of the effectiveness of internal control over financial reporting and on management’s assessment of the effectiveness of internal control over financial reporting (the fees in 2004 aggregated $594,750) and other attest services, except those not required by statute or regulation; services related to filings with the Securities and Exchange Commission, including comfort letter, consents and assistance with and review of documents filed with the Securities and Exchange Commission; and accounting research in support of the audit.
Audit-Related Fees
Consists of direct and allocated fees billed for assurance and related services that are reasonably related to the performance of the audit or review of consolidated financial statements of KCP&L and its subsidiaries and are not reported under “Audit Fees”. These services include consultation concerning financial accounting and reporting standards and services in connection with KCP&L’s assessment of the effectiveness of its internal control over financial reporting (the fees in 2004 aggregated $131,980).
Tax Fees
Consists of direct and allocated fees billed for tax compliance and related support of tax returns and other tax services, including assistance with tax audits and tax research and planning. Tax fees for 2004 included $372,040 of fees that became payable upon resolution of engagements entered into in prior years.
All Other Fees
Consists of fees for all other services other than those reported above.
141
Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors
The Audit Committee pre-approves all audit and permissible non-audit services provided by the independent auditor to Great Plains Energy and its subsidiaries. These services may include audit services, audit-related services, tax services and other services. The Audit Committee has adopted for both Great Plains Energy and KCP&L, and their respective subsidiaries, policies and procedures for the pre-approval of services provided by the independent auditor. Under these policies and procedures, the Audit Committee may pre-approve certain types of services, up to aggregate fee levels established by the Audit Committee. The Audit Committee as well may specifically approve audit and permissible non-audit services on a case-by-case basis. Any proposed service within a pre-approved type of service that would cause the applicable fee level to be exceeded cannot be provided unless the Audit Committee either amends the applicable fee level or specifically approves the proposed service. Pre-approval is generally provided for up to one year, unless the Audit Committee specifically provides for a different period. The Audit Committee receives quarterly reports regarding the pre-approved services performed by the independent auditor. The Chairman of the Audit Committee may, between meetings, pre-approve audit and non-audit services provided by the independent auditor and report such pre-approval at the next Audit Committee meeting.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Financial Statements | |
| | Page No. |
Great Plains Energy | |
a. | Consolidated Statements of Income for the years ended December 31, 2004, 2003 and 2002 | 62 |
|
b. | Consolidated Balance Sheets - December 31, 2004 and 2003 | 63 |
|
c. | Consolidated Statements of Cash Flows - December 31, 2004, 2003 and 2002 | 65 |
|
d. | Consolidated Statements of Common Stock Equity for the years ended December 31, 2004, 2003 and 2002 | 66 |
|
e. | Consolidated Statements of Comprehensive Income for the years ended December 31, 2004, 2003 and 2002 | 67 |
|
f. | Notes to Consolidated Financial Statements | 74 |
|
g. | Report of Independent Registered Public Accounting Firm | 124 |
| | |
KCP&L | |
|
h. | Consolidated Statements of Income for the years ended December 31, 2004, 2003 and 2002 | 68 |
|
i. | Consolidated Balance Sheets - December 31, 2004 and 2003 | 69 |
142
j. | Consolidated Statements of Cash Flows - December 31, 2004, 2003 and 2002 | 71 |
|
k. | Consolidated Statements of Common Stock Equity for the years ended December 31, 2004, 2003 and 2002 | 72 |
|
l. | Consolidated Statements of Comprehensive Income for the years ended December 31, 2004, 2003 and 2002 | 73 |
|
m. | Notes to Consolidated Financial Statements | 74 |
|
n. | Report of Independent Registered Public Accounting Firm | 125 |
|
| | |
|
Financial Statement Schedules |
|
| Great Plains Energy | |
|
a. | Schedule II – Valuation and Qualifying Accounts and Reserves | 150 |
|
| KCP&L | |
|
b. | Schedule II – Valuation and Qualifying Accounts and Reserves | 151 |
Exhibits
Great Plains Energy Documents
Exhibit Number | | Description of Document |
|
2.1 | * | Agreement and Plan of Merger among Kansas City Power & Light Company, Great Plains Energy Incorporated and KCP&L Merger Sub Incorporated dated as of October 1, 2001 (Exhibit 2 to Form 8-K dated October 1, 2001). |
|
3.1.a | * | Articles of Incorporation of Great Plains Energy Incorporated dated as of February 26, 2001 (Exhibit 3.i to Form 8-K filed October 1, 2001). |
|
3.1.b | * | By-laws of Great Plains Energy Incorporated, as amended September 16, 2003 (Exhibit 3.1 to Form 10-Q for the period ended September 30, 2003). |
|
4.1.a | * | Resolution of Board of Directors Establishing 3.80% Cumulative Preferred Stock (Exhibit 2-R to Registration Statement, Registration No. 2-40239). |
|
4.1.b | * | Resolution of Board of Directors Establishing 4.50% Cumulative Preferred Stock (Exhibit 2-T to Registration Statement, Registration No. 2-40239). |
|
4.1.c | * | Resolution of Board of Directors Establishing 4.20% Cumulative Preferred Stock (Exhibit 2-U to Registration Statement, Registration No. 2-40239). |
|
4.1.d | * | Resolution of Board of Directors Establishing 4.35% Cumulative Preferred Stock (Exhibit 2-V to Registration Statement, Registration No. 2-40239). |
143
|
4.1.e | * | Pledge Agreement, dated June 14, 2004, between Great Plains Energy Incorporated and BNY Midwest Trust Company, as Collateral Agent, Custodial Agent and Securities Intermediary and BNY Midwest Trust Company, as Purchase Contract Agent (Exhibit 4.2 to Form 8-A/A, dated June 14, 2004). |
|
4.1.f | * | Indenture, dated June 1, 2004, between Great Plains Energy Incorporated and BNY Midwest Trust Company, as Trustee (Exhibit 4.5 to Form 8-A/A, dated June 14, 2004). |
|
4.1.g | * | First Supplemental Indenture, dated June 14, 2004, between Great Plains Energy Incorporated and BNY Midwest Trust Company, as Trustee (Exhibit 4.5 to Form 8-A/A, dated June 14, 2004). |
|
4.1.h | * | Form of Income PRIDES (included in Exhibit 4.1 to Form 8-A/A, dated June 14, 2004, as Exhibit A thereto). |
|
10.1.a | *+ | Amended Long-Term Incentive Plan, effective as of May 7, 2002 (Exhibit 10.1.a to Form 10-K for the year ended December 31, 2002). |
|
10.1.b | *+ | Restricted Stock Agreement Pursuant to the Great Plains Energy Incorporated Long-Term Incentive Plan Effective May 7, 2002 (Exhibit 10.1 to Form 8-K dated February 4, 2005). |
|
10.1.c | *+ | Restricted Stock Agreement Pursuant to the Great Plains Energy Incorporated Long-Term Incentive Plan Effective May 7, 2002 (Exhibit 10.2 to Form 8-K dated February 4, 2005). |
|
10.1.d | *+ | Performance Share Agreement Pursuant to the Great Plains Energy Incorporated Long-Term Incentive Plan Effective May 7, 2002 (Exhibit 10.3 to Form 8-K dated February 4, 2005). |
|
10.1.e | *+ | Performance Share Agreement Pursuant to the Great Plains Energy Incorporated Long-Term Incentive Plan Effective May 7, 2002 (Exhibit 10.4 to Form 8-K dated February 4, 2005). |
|
10.1.f | + | Great Plains Energy Incorporated / Kansas City Power & Light Company Annual Incentive Plan 2005. |
|
10.1.g | + | Strategic Energy, L.L.C. Annual Incentive Plan 2005. |
|
10.1.h | *+ | Indemnification Agreement with each officer and director (Exhibit 10-f to Form 10-K for year ended December 31, 1995). |
|
10.1.i | *+ | Conforming Amendment to Indemnification Agreement with each officer and director (Exhibit 10.1.a to Form 10-Q for the period ended March 31, 2003). |
|
10.1.j | *+ | Restated Severance Agreement dated January 2000 with certain executive officers (Exhibit 10-e to Form 10-K for the year ended December 31, 2000). |
|
10.1.k | *+ | Conforming Amendment to Severance Agreements with certain executive officers (Exhibit 10.1.b to Form 10-Q for the period ended March 31, 2003). |
|
10.1.l | *+ | Great Plains Energy Incorporated Supplemental Executive Retirement Plan, as amended and restated effective October 1, 2003 (Exhibit 10.1.a to Form 10-Q for |
144
| | the period ended September 30, 2003). |
|
10.1.m | *+ | Nonqualified Deferred Compensation Plan (Exhibit 10-b to Form 10-Q for the period ended March 31, 2000). |
|
10.1.n | + | Description of Compensation Arrangements with Directors and Certain Executive Officers. |
|
10.1.o | *+ | Employment Agreement between Strategic Energy, L.L.C. and Richard M. Zomnir dated June 13, 2002 (Exhibit 10.1.h to Form 10-K for the year ended December 31, 2002). |
|
10.1.p | + | Employment Agreement among Strategic Energy, L.L.C., Great Plains Energy Incorporated and Shahid J. Malik, dated as of November 10, 2004. |
|
10.1.q | + | Severance Agreement among Strategic Energy, L.L.C., Great Plains Energy Incorporated and Shahid J. Malik, dated as of November 10, 2004. |
|
10.1.r | * | First Amended and Restated Joint Plan under Chapter 11 of the United States Bankruptcy Code dated March 31, 2003, of Digital Teleport Inc., DTI Holdings, Inc. and Digital Teleport of Virginia, Inc. (Exhibit 10.1.e to Form 10-Q for the period ended March 31, 2003). |
|
10.1.s | | Credit Agreement dated as of December 15, 2004, among Great Plains Energy Incorporated, Bank of America, N.A., as Syndication Agent, The Bank of Tokyo-Mitsubishi, Ltd, Wachovia Bank, National Association and BNP Paribas, as Co-Documentation Agents, JPMorgan Chase Bank, N.A., as Administrative Agent, The Bank of New York, KeyBank National Association, The Bank of Nova Scotia, U.S. Bank National Association, Merrill Lynch Bank USA, Morgan Stanley Bank, Mizuho Corporate Bank, UMB Bank, N.A., PNC Bank, National Association, Bank Midwest, N.A. and UFJ Bank Limited. |
|
10.1.t | * | Amended and Restated Credit Agreement, dated as of July 2, 2004, by and among Strategic Energy, L.L.C., LaSalle Bank National Association, PNC Bank, National Association, Citizens Bank of Pennsylvania, Provident Bank, Fifth Third Bank and Sky Bank. (Exhibit 10.2 to Form 10-Q for the period ended June 30, 2004). |
|
10.1.u | * | Amended and Restated Limited Guaranty dated as of July 2, 2004, by Great Plains Energy Incorporated in favor of the lenders under the Amended and Restated Credit Agreement dated as of July 2, 2004 among Strategic Energy, L.L.C. and the financial institutions from time to time parties thereto. (Exhibit 10.3 to Form 10-Q for the period ended June 30, 2004). |
|
10.1.v | * | Agreement dated May 10, 2004, by and among SE Holdings, LLC, members of SE Holdings, LLC, SE, Inc., shareholders of SE, Inc., Strategic Energy, LLC and Innovative Energy Consultants Inc. (Exhibit 10.6 to Form 10-Q for the period ended June 30, 2004). |
|
10.1.w | * | General Agreement of Indemnity issued by Great Plains Energy Incorporated and Strategic Energy, L.L.C. in favor of Federal Insurance Company and subsidiary or affiliated insurers dated May 23, 2002 (Exhibit 10.1.a. to Form 10-Q for the period |
145
| | ended June 30, 2002). |
|
10.1.x | * | Agreement of Indemnity issued by Great Plains Energy Incorporated and Strategic Energy, L.L.C. in favor of Federal Insurance Company and subsidiary or affiliated insurers dated May 23, 2002 (Exhibit 10.1.b. to Form 10-Q for the period ended June 30, 2002). |
|
10.1.y | * | Guaranty issued by Great Plains Energy Incorporated, dated as of June 30, 2003, in favor of El Paso Merchant Energy, L.P. (Exhibit 10.1.c to Form 10-Q for the period ended June 30, 2003). |
|
10.1.z | * | First Amendment to Guarantee by and between Great Plains Energy Incorporated and El Paso Merchant Energy, dated as of July 29, 2003 (Exhibit 10.1.d to Form 10-Q for the period ended June 30, 2003). |
|
10.1.aa | * | Guaranty issued by Great Plains Energy Incorporated in favor of Coral Power, L.L.C., dated as of September 12, 2002, and First Amendment to Guaranty by and between Great Plains Energy Incorporated and Coral Power, L.L.C. dated as of March 7, 2003 (Exhibit 10.1.f to Form 10-Q for the period ended March 31, 2003). |
|
10.1.bb | * | Second Amendment to Guaranty by and between Great Plains Energy Incorporated and Coral Power, L.L.C. dated as of May 9, 2003 (Exhibit 10.1.f to Form 10-Q for the period ended June 30, 2003). |
|
10.1.cc | * | Third Amendment to Guaranty by and between Great Plains Energy Incorporated and Coral Power, L.L.C., dated as of May 30, 2003 (Exhibit 10.1.g to Form 10-Q for the period ended June 30, 2003). |
|
10.1.dd | * | Fourth Amendment to Guaranty by and between Great Plains Energy Incorporated and Coral Power, L.L.C., dated as of August 29, 2003 (Exhibit 10.1.c to Form 10-Q for the period ended September 30, 2003). |
|
10.1.ee | * | Fifth Amendment to Guaranty dated as of August 30, 2004 between Great Plains Energy Incorporated and Coral Power, L.L.C. (Exhibit 10.1.c. to Form 10-Q for the period ended September 30, 2004). |
|
10.1.ff | * | Guaranty Extension by and between Great Plains Energy Incorporated and Coral Power, L.L.C., dated as of September 11, 2003 (Exhibit 10.1.d to Form 10-Q for the period ended September 30, 2003). |
|
10.1.gg | * | Agreement and Plan of Merger among Environmental Lighting Concepts, Inc., Mark R. Schroeder and Gregory J. Orman, Innovative Energy Consultants Inc. and Great Plains Energy Incorporated dated November 7, 2002 (Exhibit 10 to Form 8-K dated November 7, 2002). |
|
10.1.hh | * | Guaranty issued by Great Plains Energy Incorporated, dated as of March 1, 2004, in favor of Cincinnati Gas & Electric Company (Exhibit 10.1.dd to Form 10-K for the year ended December 31, 2003). |
|
10.1.ii | * | Guaranty Extension by and between Great Plains Energy Incorporated and The Cincinnati Gas & Electric Company, dated as of March 29, 2004. (Exhibit 10.1.d to For 10-Q for the period ended March 31, 2004) |
146
10.1.jj | | Agreement between Great Plains Energy Incorporated and Andrea F. Bielsker dated March 4, 2005. |
|
12.1 | | Computation of Ratio of Earnings to Fixed Charges. |
|
21.1 | | List of Subsidiaries of Great Plains Energy Incorporated. |
|
23.1.a | | Consent of Counsel. |
|
23.1.b | | Consent of Independent Registered Public Accounting Firm. |
|
24.1 | | Powers of Attorney. |
|
31.1.a | | Rule 13a-14(a)/15d-14(a) Certifications of Michael J. Chesser. |
|
31.1.b | | Rule 13a-14(a)/15d-14(a) Certifications of Andrea F. Bielsker. |
|
32.1 | | Section 1350 Certifications. |
* Filed with the SEC as exhibits to prior registration statements (except as otherwise noted) and are incorporated herein by reference and made a part hereof. The exhibit number and file 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 |
|
2.2 | * | Agreement and Plan of Merger among Kansas City Power & Light Company, Great Plains Energy Incorporated and KCP&L Merger Sub Incorporated dated as of October 1, 2001 (Exhibit 2 to Form 8-K dated October 1, 2001). |
|
3.2.a | * | Restated Articles of Consolidation of Kansas City Power & Light Company, as amended October 1, 2001 (Exhibit 3-(i) to Form 10-Q for the period ended September 30, 2001). |
|
3.2.b | * | By-laws of Kansas City Power & Light Company, as amended September 16, 2003 (Exhibit 3.2 to Form 10-Q for the period ended September 30, 2003). |
|
4.2.a | * | General Mortgage and Deed of Trust dated as of December 1, 1986, between Kansas City Power & Light Company and UMB Bank, n.a. (formerly United Missouri Bank of Kansas City, N.A.), Trustee (Exhibit 4-bb to Form 10-K for the year ended December 31, 1986). |
147
4.2.b | * | Fourth Supplemental Indenture dated as of February 15, 1992, to Indenture dated as of December 1, 1986 (Exhibit 4-y to Form 10-K for the year ended December 31, 1991). |
|
4.2.c | * | Fifth Supplemental Indenture dated as of September 15, 1992, to Indenture dated as of December 1, 1986 (Exhibit 4-a to quarterly report on Form 10-Q for the period ended September 30, 1992). |
|
4.2.d | * | Seventh Supplemental Indenture dated as of October 1, 1993, to Indenture dated as of December 1, 1986 (Exhibit 4-a to quarterly report on Form 10-Q for the period ended September 30, 1993). |
|
4.2.e | * | Eighth Supplemental Indenture dated as of December 1, 1993, to Indenture dated as of December 1, 1986 (Exhibit 4 to Registration Statement, Registration No. 33-51799). |
|
4.2.f | * | Ninth Supplemental Indenture dated as of February 1, 1994, to Indenture dated as of December 1, 1986 (Exhibit 4-h to Form 10-K for year ended December 31, 1993). |
|
4.2.g | * | Indenture for Medium-Term Note Program dated as of February 15, 1992, between Kansas City Power & Light Company and The Bank of New York (Exhibit 4-bb to Registration Statement, Registration No. 33-45736). |
|
4.2.h | * | Indenture for $150 million aggregate principal amount of 6.50% Senior Notes due November 15, 2011 and $250 million aggregate principal amount of 7.125% Senior Notes due December 15, 2005 dated as of December 1, 2000, between Kansas City Power & Light Company and The Bank of New York (Exhibit 4-a to Report on Form 8-K dated December 18, 2000). |
|
4.2.i | * | Indenture for $225 million aggregate principal amount of 6.00% Senior Notes due 2007, Series B, dated March 1, 2002 between The Bank of New York and Kansas City Power & Light Company (Exhibit 4.1.b. to Form 10-Q for the period ended March 31, 2002). |
|
10.2.a | * | Railcar Lease dated as of April 15, 1994, between Shawmut Bank Connecticut, National Association, and Kansas City Power & Light Company (Exhibit 10 to Form 10-Q for the period ended June 30, 1994). |
|
10.2.b | * | Railcar Lease dated as of January 31, 1995, between First Security Bank of Utah, National Association, and Kansas City Power & Light Company (Exhibit 10-o to Form 10-K for the year ended December 31, 1994). |
|
10.2.c | * | Railcar Lease dated as of September 8, 1998, with CCG Trust Corporation (Exhibit 10(b) to Form 10-Q for the period ended September 30, 1998). |
|
10.2.d | * | Amended and Restated Lease dated as of October 12, 2001 between Kansas City Power & Light Company and Wells Fargo Bank Northwest, National Association (Exhibit 10.2.d to Form 10-K for the year ended December 31, 2001). |
|
10.2.e | * | Purchase and Sale Agreement dated October 29, 1999 between Kansas City Power & Light Company and Kansas City Power & Light Receivables Company (Exhibit 10-m to Form 10-K for year ended December 31, 1999). |
|
10.2.f | * | Insurance agreement between Kansas City Power & Light Company and XL Capital Assurance Inc., dated December 5, 2002, relating to City of Burlington, Kansas, |
148
| | Environmental Improvement Revenue Refunding Bonds, Series 1993A and 1993B in the aggregate amount of $79,000,000. |
|
10.2.g | * | Insurance Agreement dated as of August 1, 2004, between Kansas City Power & Light Company and XL Capital Assurance Inc. (Exhibit 10.2 to Form 10-Q for the period ended September 30, 2004). |
|
10.2.h | | Credit Agreement dated as of December 15, 2004, among Kansas City Power & Light Company, Bank of America, N.A., as Syndication Agent, The Bank of Tokyo-Mitsubishi, Ltd, Wachovia Bank, National Association and BNP Paribas, as Co-Documentation Agents, JPMorgan Chase Bank, N.A., as Administrative Agent, The Bank of New York, KeyBank National Association, The Bank of Nova Scotia, U.S. Bank National Association, Merrill Lynch Bank USA, Morgan Stanley Bank, Mizuho Corporate Bank, UMB Bank, N.A., PNC Bank, National Association, Bank Midwest, N.A. and UFJ Bank Limited. |
|
12.2 | | Computation of Ratio of Earnings to Fixed Charges. |
|
23.2.a | | Consent of Counsel. |
|
23.2.b | | Consent of Independent Registered Public Accounting Firm. |
|
24.2 | | Powers of Attorney. |
|
31.2.a | | Rule 13a-14(a)/15d-14(a) Certifications of William H. Downey. |
|
31.2.b | | Rule 13a-14(a)/15d-14(a) Certifications of Andrea F. Bielsker. |
|
32.2 | | Section 1350 Certifications. |
* Filed with the SEC as exhibits to prior registration statements (except as otherwise noted) and are incorporated herein by reference and made a part hereof. The exhibit number and file 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.
149
Schedule II - Valuation and Qualifying Accounts and Reserves
| Great Plains Energy |
|---|
| Valuation and Qualifying Accounts |
|---|
| Years Ended December 31, 2004, 2003 and 2002 |
|---|
|
| Additions | |
|---|
|
| |
| Charged | |
|---|
| Balance At | To Costs | Charged | | Balance |
|---|
| Beginning | And | To Other | | At End |
|---|
| Description | Of Period | Expenses | Accounts | Deductions | Of Period |
|---|
|
| Year Ended December 31, 2004 | (millions) |
| Allowance for uncollectible accounts | | | $ | 8.5 | | $ | 5.4 | | $ | 2.8 | (a) | $ | 10.3 | (b) | $ | 6.4 | |
| Legal reserves | | | | 4.0 | | | 1.4 | | | - | | | 2.2 | (c) | | 3.2 | |
| Environmental reserves | | | | 1.8 | | | (1.5 | )(d) | | - | | | - | | | 0.3 | |
|
| Year Ended December 31, 2003 | | |
| Allowance for uncollectible accounts | | | $ | 8.8 | | $ | 5.1 | | $ | 2.8 | (a) | $ | 8.2 | (b) | $ | 8.5 | |
| Legal reserves | | | | 3.8 | | | 3.3 | | | - | | | 3.1 | (c) | | 4.0 | |
| Environmental reserves | | | | 1.9 | | | - | | | - | | | 0.1 | (e) | | 1.8 | |
| Tax valuation allowance(f) | | | | 15.8 | | | (15.8 | ) | | - | | | - | | | - | |
| Discontinued operations | | | | 1.7 | | | - | | | - | | | 1.7 | (g) | | - | |
|
| Year Ended December 31, 2002 | | |
| Allowance for uncollectible accounts | | | $ | 6.7 | | $ | 7.6 | | $ | 3.4 | (a) | $ | 8.9 | (b) | $ | 8.8 | |
| Legal reserves | | | | 2.0 | | | 3.5 | | | - | | | 1.7 | (c) | | 3.8 | |
| Environmental reserves | | | | 1.9 | | | - | | | - | | | - | | | 1.9 | |
| Tax valuation allowance | | | | 15.8 | | | - | | | - | | | - | | | 15.8 | |
| Discontinued operations(h) | | | | 1.8 | | | 2.3 | | | 0.6 | (i) | | 3.0 | (j) | | 1.7 | |
|
| (a) Recoveries. Charged to other accounts for the year ended December 31, 2002, includes the establishment of |
| an allowance of $0.3 million. |
| (b) Uncollectible accounts charged off. Deductions for the year ended December 31, 2004, includes a charge off |
| of $1.4 million by Worry Free. |
| (c) Payment of claims. |
| (d) Reversal of reserve for remediation of soil and groundwater. |
| (e) Payment of expenses. |
| (f) A tax valuation allowance of $15.8 million was recorded at KLT Telecom in 2001 to reduce the income tax |
| benefits arising primarily from DTI's 2002 abandonment of its $104 million of long-haul assets. The allowance |
| was necessary due to the uncertainty of recognizing future tax deductions while DTI is in the bankruptcy |
| process. The allowance was reversed in 2003 after confirmation of the DTI restructuring plan. |
| (g) In 2003, HSS completed the disposition of its interest in RSAE. |
| (h) Discontinued operations at December 31, 2002, includes property and casualty insurance reserves, medical |
| insurance reserves and warranty repair reserves for RSAE. |
| (i) The establishment of medical insurance reserves, contributions from Cobra insurance premiums and |
| recoveries. |
| (j) Payment of claims on property and casualty and medical insurance reserves, expenses incurred on warranty |
| repair reserves, inventory reserve adjustments and uncollectible accounts charged off. |
150
| Kansas City Power & Light Company |
|---|
| Valuation and Qualifying Accounts |
|---|
| Years Ended December 31, 2004, 2003 and 2002 |
|---|
|
| Additions | |
|---|
|
| |
| Charged | |
|---|
| Balance At | To Costs | Charged | | Balance |
|---|
| Beginning | And | To Other | | At End |
|---|
| Description | Of Period | Expenses | Accounts | Deductions | Of Period |
|---|
|
| Year Ended December 31, 2004 | (millions) |
| Allowance for uncollectible accounts | | | $ | 4.9 | | $ | 2.6 | | $ | 2.7 | (a) | $ | 8.5 | (b) | $ | 1.7 | |
| Legal reserves | | | | 3.8 | | | 1.4 | | | - | | | 2.0 | (c) | | 3.2 | |
| Environmental reserves | | | | 1.8 | | | (1.5 | )(d) | | - | | | - | | | 0.3 | |
|
| Year Ended December 31, 2003 | | |
| Allowance for uncollectible accounts | | | $ | 5.6 | | $ | 3.5 | | $ | 2.7 | (a) | $ | 6.9 | (b) | $ | 4.9 | |
| Legal reserves | | | | 3.8 | | | 3.1 | | | - | | | 3.1 | (c) | | 3.8 | |
| Environmental reserves | | | | 1.9 | | | - | | | - | | | 0.1 | (e) | | 1.8 | |
| Discontinued operations | | | | 1.7 | | | - | | | - | | | 1.7 | (f) | | - | |
|
| Year Ended December 31, 2002 | | |
| Allowance for uncollectible accounts | | | $ | 5.8 | | $ | 3.5 | | $ | 2.9 | (a) | $ | 6.6 | (b) | $ | 5.6 | |
| Legal reserves | | | | 2.0 | | | 3.5 | | | - | | | 1.7 | (c) | | 3.8 | |
| Environmental reserves | | | | 1.9 | | | - | | | - | | | - | | | 1.9 | |
| Discontinued operations(g) | | | | 1.8 | | | 2.3 | | | 0.6 | (h) | | 3.0 | (i) | | 1.7 | |
|
| (a) Recoveries. |
| (b) Uncollectible accounts charged off. Deductions for the year ended December 31, 2004, includes a charge off |
| of $1.4 million by Worry Free. |
| (c) Payment of claims. |
| (d) Reversal of reserve for remediation of soil and groundwater. |
| (e) Payment of expenses. |
| (f) In 2003, HSS completed the disposition of its interest in RSAE. |
| (g) Discontinued operations at December 31, 2002, includes property and casualty insurance reserves, medical |
| insurance reserves and warranty repair reserves for RSAE. |
| (h) The establishment of medical insurance reserves, contributions from Cobra insurance premiums and |
| recoveries. |
| (i) Payment of claims on property and casualty and medical insurance reserves, expenses incurred on warranty |
| repair reserves, inventory reserve adjustments and uncollectible accounts charged off. |
151
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GREAT PLAINS ENERGY INCORPORATED |
Date: March 7, 2005 | By: /s/Michael J. Chesser | |
| Michael J. Chesser | |
| | | |
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date |
| /s/Michael J. Chesser Michael J. Chesser | Chairman of the Board and Chief
Executive Officer (Principal Executive Officer) | ) ) ) |
| | | ) |
| /s/Andrea F. Bielsker Andrea F. Bielsker | Senior Vice President – Finance, Chief Financial Officer and Treasurer (Principal Financial Officer) | ) ) ) ) |
| | | ) |
| /s/Lori A. Wright Lori A. Wright | Controller (Principal Accounting Officer) | ) ) |
| | | ) |
| David L. Bodde* | Director | ) March 7, 2005 |
| | | ) |
| /s/William H. Downey William H. Downey | Director | ) ) |
| | | ) |
| Mark A. Ernst* | Director | ) |
| | | ) |
| Randall C. Ferguson, Jr.* | Director | ) |
| | | ) |
| William K. Hall* | Director | ) |
| | | ) |
| Luis A. Jimenez* | Director | ) |
| | | ) |
| James A. Mitchell* | Director | ) |
| | | ) |
| William C. Nelson* | Director | ) |
| | | ) |
| Linda H. Talbott* | Director | ) |
| | | ) |
| Robert H. West* | Director | ) |
*By | /s/Michael J. Chesser | |
| Michael J. Chesser | |
| Attorney-in-Fact* | |
| | | | | | | |
152
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| KANSAS CITY POWER & LIGHT COMPANY |
Date: March 7, 2005 | By: /s/ William H. Downey | |
| William H. Downey | |
| | | |
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date |
| /s/ William H. Downey William H. Downey | President and Chief Executive
Officer and Director (Principal Executive Officer) | ) ) ) |
| | | ) |
| /s/Andrea F. Bielsker Andrea F. Bielsker | Senior Vice President – Finance, Chief Financial Officer and Treasurer (Principal Financial Officer) | ) ) ) ) |
| | | ) |
| /s/Lori A. Wright Lori A. Wright | Controller (Principal Accounting Officer) | ) ) |
| | | ) |
| David L. Bodde* | Director | ) March 7, 2005 |
| | | ) |
| /s/Michael J. Chesser Michael J. Chesser | Chairman of the Board | ) ) |
| | | ) |
| Mark A. Ernst* | Director | ) |
| | | ) |
| Randall C. Ferguson, Jr.* | Director | ) |
| | | ) |
| William K. Hall* | Director | ) |
| | | ) |
| Luis A. Jimenez* | Director | ) |
| | | ) |
| James A. Mitchell* | Director | ) |
| | | ) |
| William C. Nelson* | Director | ) |
| | | ) |
| Linda H. Talbott* | Director | ) |
| | | ) |
| Robert H. West* | Director | ) |
*By | /s/Michael J. Chesser | |
| Michael J. Chesser | |
| Attorney-in-Fact* | |
| | | | | | | |
153
Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act. KCP&L did not send any annual report to security holders covering its last fiscal year, and did not send any proxy statement, form of proxy or other proxy soliciting material to its security holders with respect to any annual or other meeting of security holders.
154
