SEC Filing | Evergy, Inc.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 15, 2007

Commission File Number	Registrant, State of Incorporation, Address and Telephone Number	I.R.S. Employer Identification Number

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

	NOT APPLICABLE
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ X ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ X ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
	(17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01

Regulation FD Disclosure

Attached as Exhibit 99 is a presentation first made at the Wall Street Access West Coast Utility Conference by Great Plains Energy on February 15, 2007.

Item 9.01	Financial Statements and Exhibits

(c) Exhibit No.

99	Presentation to Wall Street Access West Coast Utility Conference dated February 15, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GREAT PLAINS ENERGY INCORPORATED

	/s/ Mark G. English
	Mark G. English
	General Counsel and Assistant Secretary

Date: February 15, 2007

Information Concerning Forward-Looking Statements

Statements made in this document that are not based on historical facts are forward-looking, may

involve risks and uncertainties, and are intended to be as of the date when made. In connection with
the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Great Plains Energy
is providing a number of important factors, risks and uncertainties that could cause actual results to
differ materially for the provided forward-looking information. These include: obtaining shareholder
approvals required for the transactions; the timing of, and the conditions imposed by, regulatory
approvals required for the transactions; satisfying the conditions to the closing of the transactions;
Great Plains Energy successfully integrating the acquired Aquila, Inc., businesses into its other
operations, avoiding problems which may result in either company not operating as effectively and
efficiently as expected; the timing and amount of cost-cutting synergies; unexpected costs or
unexpected liabilities, or the effects of purchase accounting may be different from Great Plains
Energy’s expectations; the actual resulting credit ratings of Great Plains Energy or Aquila, Inc., or their
respective subsidiaries; the effects on the businesses of Great Plains Energy or Aquila, Inc., resulting
from uncertainty surrounding the transactions; the effect of future regulatory or legislative actions on
Great Plains Energy or Aquila, Inc.; and other economic, business, and/or competitive factors.
Additional factors that may affect the future results of Great Plains Energy are set forth in its most
recent quarterly report on Form 10-Q or annual report on Form 10-K with the Securities and Exchange
Commission ("SEC"), which are available at www.greatplainsenergy.com. Great Plains Energy
undertakes no obligation to publicly update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.

Safe Harbor Language

Additional Information and Where to Find It

In connection with the acquisition of Aquila, Inc., by Great Plains Energy, Great Plains Energy intends to file with

the SEC a registration statement on Form S-4, containing a joint proxy statement/prospectus and other relevant
materials. The final joint proxy statement/prospectus will be mailed to the stockholders of Great Plains Energy
and Aquila, Inc.. INVESTORS AND SECURITY HOLDERS OF GREAT PLAINS ENERGY AND AQUILA, INC.,
ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND THE OTHER RELEVANT
MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT GREAT PLAINS ENERGY, AQUILA, INC., AND THE ACQUISITION. The registration
statement and joint proxy statement/prospectus and other relevant materials (when they become available), and
any other documents filed by Great Plains Energy or Aquila, Inc., with the SEC, may be obtained free of charge at
the SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the
documents (when they are available) filed with the SEC by Great Plains Energy by directing a request to: Great
Plains Energy, 1201 Walnut, Kansas City, MO 64106, Attn: Investor Relations. Investors and security holders may
obtain free copies of the documents filed with the SEC by Aquila, Inc., by contacting Aquila, Inc., 20 West Ninth
Street, Kansas City, MO 64105, Attn: Investor Relations.

Participants in Proxy Solicitation

Great Plains Energy, Aquila, Inc., and their respective executive officers and directors may be deemed to be

participants in the solicitation of proxies relating to the proposed transaction. Information about the executive
officers and directors of Great Plains Energy and their ownership of Great Plains Energy common stock is set
forth in Great Plains Energy’s Annual Report on Form 10-K for the year ended December 31, 2005, which was
filed with the SEC on March 8, 2006, and the proxy statement for Great Plains Energy’s 2006 Annual Meeting of
Stockholders, which was filed with the SEC on March 20, 2006. Information regarding Aquila, Inc., directors and
executive officers and their ownership of Aquila, Inc., common stock is set forth in Aquila’s Annual Report on
Form 10-K for the year ended December 31, 2005, which was filed with the SEC on March 7, 2006 and the proxy
statement for Aquila’s 2006 Annual Meeting of Stockholders, which was filed with the SEC on March 24, 2006.
Investors and security holders may obtain more detailed information regarding the direct and indirect interests of
Great Plains Energy, Aquila, Inc., and their respective executive officers and directors in the proposed transaction
by reading the joint proxy statement/prospectus regarding the proposed transaction when it becomes available.

Additional Information

Focused regional acquisition and attractive strategic

growth opportunity delivers significant value to Great
Plains Energy and Aquila stakeholders

•

Solid rate base growth plan consistent with KCP&L’s balanced

Comprehensive Energy Plan

•

Adjacent utility territories provide ease of integration and

significant synergy opportunity

•

Expected to be modestly dilutive in 2008 and accretive

beginning in 2009

•

Co-owners of Iatan 1 and Iatan 2

•

Attractive growth profile at Aquila’s MO utilities consistent with

Great Plains Energy’s Strategic Intent

•

Strong regulatory, community & political relationships in MO

•

Opportunity to fill Aquila’s generation needs

•

Improves credit profile with more regulated business

•

Lower anticipated rate increases for Aquila customers

•

Acquiring only Aquila’s properties that are strategic to GXP

Acquisition of Aquila

advances Great
Plains Energy’s
Strategic Intent

Great Plains Energy to acquire Aquila for cash and stock

Great Plains Energy’s

Strategic Rationale For Aquila Transaction

Black Hills

Corporation

Assets & Liabilities

$940M Cash

Aquila

Colorado Gas and Electric

Iowa Gas

Kansas Gas

Nebraska Gas

Black Hills Corporation acquires

selected Aquila assets and
liabilities for cash

Aquila retains Missouri Public

Service and St. Joseph L&P
utilities, as well as assets in
Aquila’s merchant segment

Great Plains

Energy
Shareholders

Former Aquila

Shareholders

Aquila

~73%

Ownership

~27%

Ownership

3. Resulting Structure

KCP&L

Great Plains

Energy

2. The Merger

Great Plains

Aquila

Shareholders

Merger

Great Plains Energy

acquires Aquila for cash
and stock

Acquisition

Corp.

KCP&L

Transaction Structure

1. The Asset Sale

Domestic Utility Divisions⁽¹⁾

Aquila

MPS / SJLP

„

Missouri Public Service (“MPS”) and

St. Joseph Light & Power (“SJLP”)

„

~304,000 electric customers

„

1,733 MW owned generation (53%

coal, 24% gas, 23% oil)

Colorado Electric

„

~92,000 electric customers

„

102 MW owned generation (42%

coal, 28% gas, 29% oil)

Electric Utilities

Colorado Gas

„

~64,000 gas customers

Nebraska Gas

„

~193,000 gas customers

Iowa Gas

„

~146,000 gas customers

Kansas Gas

„

~106,000 gas customers

Gas Utilities

Crossroads Peaker

„

340 MW gas–fired peaking plant in MS

Gas / Merchant Book

„

14 gas contracts

„

~300 MMBtu/day throughput

„

Hedged

Aquila Merchant Services

Aquila Service Territory⁽¹⁾

(1)Pro forma for sale of Kansas Electric.

Aquila Gas

Aquila Electric

(1) Pro forma for the sale of Kansas Electric

Aquila Overview

•

Planned capital projects for Aquila are consistent with the elements of

KCP&L’s existing CEP - designed to ensure environmentally sound
generation and low-cost, reliable service for customers

•

New generation investment at Iatan 2 and environmental investment at

Iatan 1 are already underway

•

2007 –2011 estimated rate base CAGR of about 15.8%

Estimated Aquila Capital Expenditures

($ in millions)

Post-Transaction Period

Total

2007E

2008E

2009E

2010E

2011E

'07-'11

Base Capex

$115

$167

$122

$131

$106

$640

New Generation

112

291

Environmental

104

Infrastructure Investment

245

Demand Response/Energy Efficiency

Capex Consistent With CEP

$680

Total Capex

$284

$324

$260

$271

$181

$1,320

Aquila Estimated Ratebase

$1,068

$1,224

$1,339

$1,841

$1,918

2007 Core Earnings Guidance

Core earnings is a non-GAAP financial measure that differs from earnings reported in accordance with GAAP. We believe core earnings provide investors a meaningful indicator of our

results that is comparable among periods because it excludes the effects of discontinued operations, certain unusual items and mark-to-market gains and losses on energy contracts that
may not be indicative of our prospective earnings potential. Core earnings is used internally to measure performance against budget and in reports for management and the Board of
Directors. Calculation of core earnings involves judgments by management, including whether an item is classified as an unusual item, and our definition of core earnings may differ
from similar terms used by other companies. We are unable to reconcile our core earnings guidance to GAAP earnings per share because we do not predict the future impact of
unusual items and mark-to-market gains or losses on energy contracts. The impact of these items could be material to our operating results reported in accordance with GAAP.

GXP Stand-Alone Core Earnings Growth

•

In 2005, Great Plains Energy provided a 5-year core EPS CAGR target of

2-4% driven primarily by the CEP, resulting in a range of $2.38 to $2.63 in
2010

•

Great Plains remains on track to deliver 2- 4% growth between 2005 & 2010

•

Based on the midpoint of current ’07 guidance of $1.80-$2.00, the 3-yr. CAGR

between 2007 and 2010 is anticipated to be 8% to 11%

•

Aquila transaction is anticipated to be accretive to this path in 2009 forward

$2.63E

$2.38E

3-Yr.

CAGR 8%

3-Yr. CAGR

11%

Note: The projected compound average annual growth rates are for the period beginning 2007 and ending 2010. The Company does not provide projected

growth rates for periods ending before 2010, and such growth rates may be materially different. This graph is for illustrative purposes only for periods ending
before 2010.

Summary

•

Aquila acquisition expected to add to Great

Plains Energy stand-alone growth

•

Acquisition of Aquila advances Great Plains

Energy’s Strategic Intent – acquiring only Aquila properties that are strategic

•

Adjacent utility territories provides strong

synergy opportunities

•

Expect to benefit from Great Plains

Energy’s strong regulatory relationships in
MO

•

Rate base growth plan consistent with

KCP&L balanced approach

•

Lower anticipated rates for Aquila

customers

•

Accelerates benefits for Aquila shareholders

Transaction Financial Highlights

•

Approximately $500M in total synergies over 5 yrs.; $315M net of costs to

achieve

•

Transaction expected to be modestly dilutive in 2008 and accretive

beginning in 2009

•

Enhanced earnings growth prospects

•

Increased ownership of low-cost coal generation: Iatan 1 and Iatan 2

•

Capital investments consistent with KCP&L’s CEP (generation,

environmental, system improvement, and customer efficiency/affordability
programs)

•

Great Plains Energy’s long-term equity ratio target remains approximately 55%

•

Funding mix for capital projects associated with the Aquila transaction

expected to be similar to KCP&L’s CEP projects

•

$265m of Black Hills’ transaction proceeds anticipated for debt retirement

•

Strengthened balance sheet supports needed capital improvements at Aquila

•

Efficient use of Aquila’s tax benefits

•

Minimal tax on sale of assets to Black Hills

•

Remaining operating and capital loss tax benefits to be utilized in the

next 5 years

•

Received constructive rate treatment in KS and MO effective January 1, 2007

•

Order issued in KS approving negotiated settlement on December 4th

•

Requires KCP&L to file rate case with Energy Cost Adjustment in March

’07

•

$29M rate increase, including $4M accelerated depreciation

•

Rate order issued in MO on December 21^st

•

$51M rate increase, including $22M regulatory amortization

•

Rate base of $1.27B, ROE 11.25% (including 0.25% risk adder)

•

Wholesale margins over $69M to be recorded as a regulatory liability and

refunded to customers in next case; no recovery if margins are below
$69M

•

MO case filed Feb. 1^st& KS to be filed in March

•

MO rate increase request of $45M driven by higher operating and fuel costs,

and CEP projects including completion of LaCygne 1 SCR

•

Includes $9.3M of regulatory amortization to help maintain cash flow levels

•

Requested ROE of 11.25% on equity ratio of 53.4%, generally consistent

with MO order issued on December 21^st

KCP&L Regulatory Update

•

Aquila shareholders participate in upside potential through receipt of

Great Plains Energy stock

•

Enhanced rate base investment improves long-term growth

prospects

•

Transaction anticipated to result in investment grade credit rating

for Aquila debt

•

Ability to lower Aquila supply costs by leveraging KCP&L’s

generation portfolio

•

Significant synergies anticipated to result from transaction

•

Aquila shareholders benefit from Great Plains Energy’s stable and

attractive dividend

•

Aquila customers expected to benefit from:

•

Improved reliability and customer service

•

Lower projected rate increases

Benefits for Aquila

Shareholders & Customers

	KCP&L	KCP&L & Aquila	% change
Customers*	498,000	796,000	60%
*Revenues ($million)**	1,131	1,666	47%
*Rate base ($billion)**	2.3	3.4	48%
*Generation capacity (MW)**	4,053	5,778	43%
*Generation (MMWh)**	19.6	25.3	29%
Generation Capacity • Coal • Nuclear • Gas/Oil	55% 14% 31%	55% 9% 36%	--- (30)% 15%
Sales to retail consumers* (MMWh)	14.9	22.5	51%