GREAT PLAINS ENERGY

Michael Chesser

Chief Executive Officer

Terry Bassham

Chief Financial Officer

Investor Presentation

Great Plains Energy / Aquila

            



            

            
          

AQUILA

Rick Green

Chief Executive Officer

Beth Armstrong

Chief Accounting Officer

Filed by Great Plains Energy Incorporated

pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: Aquila, Inc.

Commission File No.: 333-142715

This filing consists of a joint investor presentation issued by Great Plains Energy Incorporated 

and Aquila, Inc. on September 13, 2007.

2

Information Concerning Forward-Looking Statements

This presentation and the statements to be made by Great Plains Energy and Aquila contain forward-looking
information related to the proposed acquisition of Aquila by Great Plains Energy, financial forecasts of each
company and the combined company, and key assumptions underlying those forecasts.  In connection with the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Great Plains Energy and Aquila are
providing a number of important factors, risks and uncertainties that could cause actual results to differ materially
from the provided forward-looking information, including, without limitation, the anticipated uses of proceeds to be
received from the sale of certain Aquila assets to Black Hills Corporation; earnings growth; capital expenditures;
rate relief; conditions imposed by regulatory approvals for the transaction; actual resulting cre
dit ratings of Great
Plains Energy and Aquila; Aquila’s tax losses and Great Plains Energy’s ability to utilize those losses; and, the
timing and amount of transaction synergies anticipated by Great Plains Energy.

Additional factors that could cause actual results to differ materially from this forward-looking information are
located on (i) with respect to Aquila, pages 64-65 of its Form 10-K for the year ended December 31, 2006; and (ii)
with respect to Great Plains Energy, pages 14-21 of its Form 10-K for the year ended December 31, 2006, and
pages 72-76 of its Form 10-Q for the quarter ended June 30, 2007.  Additional risk factors that should be
considered are located on pages 28-39 of the definitive joint proxy statement/prospectus included in the
registration statement filed with the SEC by Great Plains Energy (File No. 333-142715).  It is impossible to predict
all factors that could cause actual results to differ from this forward-looking information, and the parties undertake
no obligation to publicly update or revise any forward-looking information, whether as a result of n
ew information,
future events or otherwise.

Forward Looking Statement

3

Additional Information and Where to Find It

In connection with the acquisition of Aquila by Great Plains Energy, Great Plains Energy filed with the SEC a
registration statement on Form S-4 (Registration No. 333-142715), containing a definitive joint proxy
statement/prospectus and other relevant materials. INVESTORS AND SECURITY HOLDERS OF GREAT PLAINS
ENERGY AND AQUILA ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS
AND THE OTHER RELEVANT MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
GREAT PLAINS ENERGY, AQUILA AND THE ACQUISITION. The registration statement, definitive joint proxy
statement/prospectus, other relevant materials and any other documents filed by Great Plains Energy or Aquila
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 filed with the SEC by G
reat 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 by contacting Aquila, 20
West Ninth Street, Kansas City, MO 64105, Attn: Investor Relations.

Additional Information

4

Discussion Agenda

I.

            
Transaction Overview

II.

            
Result Of A Robust Process

III.

            
Opportunity For Shareholders

5

Enhanced Shareholder Returns

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Strong annual dividend yield - currently 5%+

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Lower cost and more efficient access to capital

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Greater value from Aquila tax benefits through Black Hills transaction

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Adjacent utility territories provide opportunity for integration and significant
synergies

Lower Risk

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Strong track record of success collaborating with regulatory, political and
community groups

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Investment grade credit rating anticipated to reduce financing costs and
facilitate access to capital

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Shared synergies mitigate future rate increases and provides opportunity to
enhance shareholder value

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Diverse generation portfolio mitigates outage risk

Stronger Growth

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Focused regional acquisition and attractive strategic growth opportunity

Shareholder Value Proposition

ACQUISTION DELIVERS
VALUE TO GXP & ILA
SHAREHOLDERS

I. Transaction Overview

7

Black Hills

Aquila

Selected
Assets &
Liabilities

Cash
$940mm

Great Plains
Energy

Gregory 

Acquisition 

Corp

Aquila

Aquila 

Shareholders

Cash/Stock
$1.80/0.0856

Merger

Aquila 

~ 27%

 Great Plains 

Energy

~ 73%

Great Plains
Energy

KCP&L

Aquila

Strategic
Energy

Deal Structure

8

Providing safe, reliable customer service will remain a
priority throughout the transition process

NE regulatory 

hearing

CO regulatory

hearing

Iowa regulatory 

approval received

Pirate lawsuit 

voluntarily dismissed

2007

Sep

Missouri regulatory
decision

Kansas regulatory
hearing & decision

Transaction 

closing

Colorado 

regulatory

decision 12/18/07

Expected

FERC decision

Missouri regulatory
hearing

Aquila

shareholder vote

Great Plains Energy 
shareholder vote

Nebraska

regulatory 

decision 10/16/07

Great Plains Energy
Missouri

& Kansas synergy
update filing

Termination of HSR
waiting period

Great Plains Energy
registration statement
declared effective by
SEC

2008

Q1

2007

Nov-Dec

2007

Oct

2007

Aug

Expected Milestones

9

„

            
Prepare for Day 1 and steady state operations

„

            
Continue to successfully manage operations

Integration Objectives

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2008 - 2009

Deal

Announcement

Secure Final

Approvals

Black Hills
Transition

Tier 1
Operations

Filings

Complete

February through Deal Approval

December ’06 - January ’07

Negotiate

Build Integration Plans 

Develop Communication Plan

Finalize Contracts

Launch
Teams

Design the
Path to Tier 1
Operations

Develop
Integration
Plans

Launch Key “Enabler”
Activities

Develop
Common
Understanding 

Complete Key
Integration Initiatives

Black Hills

Transition

Steady-State
Integration

Implementation

Integration Planning and Preparation

Deal Planning &
Communication

Prepare
‘Day 1’ Plan

Integration Plan

„

            
Capture deal value & ensure optimal execution

„

            
Position combined company for sustainable Tier 1 performance

10

Combined Company Organizational Structure

Great Plains Energy will retain current 11 directors, 9 are independent

Great Plains Energy Executive Management

Note: CGQ = ISS Corporate Governance Quotient

GXP CGQ is better than 94% of S&P 400 companies & 85% of utilities

Governance Structure                                                                                                                       

11

„

            
Approximately 800,000 customers

„

            
Combined base of about $3.6 billion

„

            
Total generating capacity of nearly
5,800MWs

„

            
Generating approximately 25 million MWhs
annually

„

            
Additional scale mitigates operational risk for
both Great Plains Energy and Aquila-MO.

Upon closing, KCP&L and Aquila will achieve considerable regional scale.

+

FORGING A STRONGER 

REGIONAL UTILITY

Combined Company Overview

12

Recent Recognitions

„

            
 Customer Call Center certified by J.D. Power & Associates

New rates in 2007

„

            
 Missouri Electric $58.8 million rate increase plus a 95% Fuel Adjustment (FAC)

„

            
 Kansas Gas $5.1 million increase

„

            
 Nebraska Gas $9.2 million increase

Restructuring

„

            
 Closed Kansas Electric sale on April 1, 2007

„

            
 Retired $344 million of debt outstanding in June 2007 

            
          

Aquila

Great Plains Energy

Recent Recognitions

„

            
 Recipient of the 2007 Edison Award from the Edison Electric Institute

„

            
 KCP&L achieved Tier 1 customer satisfaction in 2007 according to J. D. Power & Associates

Progress continues on the Comprehensive Energy Plan

„

            
 100MW of wind completed on schedule in 2006 

            
          

„

            
 LaCygne 1 SCR (Selective Catalytic Reduction) completed  on schedule in Q2 2007

„

            
 Environmental upgrades ongoing at Iatan 1

„

            
 Construction continues on Iatan 2

Significant regulatory progress

„

            
 New rates in 2007 resulting from settlement agreement in KS & rate order in MO that allowed 11.25% ROE

„

            
 Rate cases filed in KS for $47.1 million (11.25% ROE) & MO for $45.4 million (11.25% ROE) to be effective in
2008

Company Updates - Recent Events

II. Result Of A Robust Process

14

Board unanimously recommends merger; accelerates shareholder return &
lowers risk profile.

Aquila Board Perspective                                                                                                                       

Board followed a robust process:

„

            
Conducted extensive sales process

„

            
Considered fairness opinions of three external advisors

„

            
Selected best strategic alternative

Transaction value of offer exceeds stand-alone value of Aquila

The transaction presents shareholder opportunity:

„

            
Significant ownership position in Great Plains Energy, an
investment grade company

„

            
Ability to participate in meaningful synergies 

„

            
Benefit from ownership in dividend-paying stock

15

Thorough process engaged both interested parties & those identified as logical,
strategic candidates.

Robust Auction Process                                                                                                                       

16

Diverse interest received in excess of Aquila’s stand-alone value, indicating a
healthy, market process. 

Final offer received from strategic party made up of 

Great Plains Energy & Black Hills.

Indicative Non-Binding Bids                                                                                                                       

17

•

            
 Information on this slide excerpted from opinions of Aquila's financial advisors contained in the registration statement filed with the SEC by Great
Plains Energy.  This excerpt must be read in conjunction with the full description of Blackstone's, Lehman Brothers' and Evercore's opinions, which
were dated as of February 6, 2007.  The full description contains important background, assumptions, explanations, limitations and qualifications of
their opinion and analyses. Aquila has since made forecast updates to EBITDA projections for known changes (ie., rate case settlements and
capital expenditures).  The revised projections have not materially changed the advisors' valuations. 

GXP offer exceeds valuations **

ILA Stand-Alone Valuations *                                                                                                                       

III. Opportunity For Shareholders

19

Combined company expects to realize $643 million of total savings
and synergies in first five years.

$36m

$305m

$302m

$27m

$275m

$120m

$54m

$131m

Note: 

§

            
Cost savings are computed using 2006 baseline.

Significant Synergies Expected

20

Estimated Five-Year Cumulative Utility Operational Synergies ($305mm)

Note: 

§

            
Net of costs of capital, property taxes and similar costs for capital investment-enabled synergies 

§

            
Requested 50/50 sharing net of estimated transition costs in Missouri and Kansas (KCP&L only).

„

            
Reduce non-fuel O&M

„

            
Reduction in positions and associated spend

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Facility consolidation

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Projects that reduce purchased power and increase
revenue

„

            
Improve Aquila’s coal unit performance as part
of KCP&L’s fleet

„

            
Leverage Aquila’s capabilities in gas turbines

„

            
Supply chain

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Consolidated sourcing of expensed and
capitalized materials

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Inventory/warehouse consolidation and reduction

„

            
Vehicle fleet rationalization and centralization

$120m

$54m

$131m

Regulated Operating Synergies

21

Operational and corporate synergies have been identified that build on the
capabilities of both organizations

Synergy Examples

22

Corporate Savings 2008-2012

Estimated Five-Year Cumulative Corporate Savings ($302mm)

„

            
Reduction of approximately 300 positions including benefits plus miscellaneous
bonuses and commissions represents approximately 54% of the total cost reduction

„

            
Reduction in outside services such as legal, consulting, audit, director and other fees

„

            
 

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Reduction in insurance expenses and legal claims

„

            
Redundant IT systems, office expenses, data and communication costs, etc. enabled
through utilization of GXP’s corporate infrastructure

Direct labor not allocated to MO
properties

Benefits

Outside services

Other (IT, office expenses,
etc)

Claims, recovery, insurance, etc.

23

Current Merger Regulatory Requests

„

            
Retention of 50% of the estimated utility operational synergies, net of estimated transition
costs, over 5 years.

„

            
100% recovery of transition and transaction costs over 5 years.

„

            
Recovery of actual interest costs in Aquila customer rates.

„

            
Authorization to use additional amortizations in Aquila rate cases to meet credit metrics,
consistent with KCP&L’s treatment.

Approval requests includes sharing of synergy benefits with customers.

Missouri

„

            
Approval of the Great Plains Energy transaction and the Black Hills asset transaction.

„

            
Retention of 50% of the estimated utility operational synergies, net of estimated transition
costs, over 5 years.  

„

            
100% recovery of transition and transaction costs over 5 years.

Kansas

24

Financial Highlights

Enhanced Shareholder Returns

„

            
Shared net synergies requested for 5 years (Utility Operational Synergies)

„

            
Efficient use of Aquila's tax position

„

            
The transaction with Black Hills is expected to accelerate the utilization of an
estimated $147 million of net operating loss (NOL) tax benefits and utilize $105
million in capital loss (CL) tax benefits

„

            
Approximately $400 million of tax benefits are anticipated to be utilized by Great
Plains Energy over 5 years

„

            
Anticipated core earnings per share accretion beginning in 2009

„

            
Great Plains Energy current annual dividend of $1.66 per share: 5%+ yield

„

            
Expected investment grade credit rating will reduce Aquila's cost of financing

Funding & Capitalization

„

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

„

            
Funding mix for Aquila capital projects expected to be similar to KCP&L’s Comprehensive
Energy Plan projects

„

            
Approximately $265 million of Black Hills’ transaction proceeds anticipated to be available for
debt reduction

Enhanced shareholder returns from the combined company

25

Estimated Total Utility Rate Base

„

            
 Capex primarily on common projects

„

            
 Aquila capex plan in line with KCPL’s Comprehensive Energy Plan

1. Rate base amounts can vary by state.

Compound annual growth rate of 16% in rate base builds shareholder value.

$3,600

$3,975

$4,150

$5,575

Appendix

27

Notes: 

§

            
All synergy calculations based on 2006 actual data 

§

            
Emissions are not in current synergy total as Aquila is implementing environmental controls on a stand alone basis

§

            
Total synergies include an estimated $302 million reduction in corporate costs, most of which are currently allocated to
properties proposed to be sold to Black Hills Corporation. 

§

            
Estimated interest savings of $36 million is net of $53 million of debt tender costs.  Debt tender costs were not netted against
earlier estimate of $188 million.

§

            
Utility operational synergies are net of costs of capital to achieve certain elements.

§

            
Synergy items in current estimate that are expected to continue over time have been escalated by 3.1% per year.

Estimated Five-Year Cumulative Synergies ($643mm)

Utility Operational
Synergies

‘Corporate’ costs
- not allocated to
MO regulated
utilities

Emissions Credits

Interest Savings

Operational
Synergies (No
differentiation
between ‘corporate’
and ‘utility’)

Due diligence

GXP team

02/07/07

Preliminary proxy
05/08/2007

Current estimate

(GXP & ILA)

$500

$452

$643

Interest Savings

(net of debt tender costs)

Synergies Benefit Shareholders & Customers

28

Utility Divisions

Aquila

MPS / SJLP

„

            
Missouri Public Service (“MPS”) and St.
Joseph Light & Power (“SJLP”)

„

            
~304,000 electric customers

„

            
1,748 MW owned generation (53% coal,
43% gas, 4% oil)

Colorado Electric (Black Hills Transaction)

„

            
~92,000 electric customers

„

            
102 MW owned generation (42% coal, 28%
gas, 30% oil)

CO, NE, IA, KS (Black Hills Transaction)

„

            
~509,000 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 Service Territory

Aquila Gas

Aquila Electric

Merchant Services

Electric Utilities

GXP acquiring only MO electric

utilities and merchant services

Aquila Overview

29

Kansas City Power & Light

Great Plains Energy

„

            
Serving approx. 26,700 customers & 108,500 accounts as of
2Q07

„

            
16.6mm MWhs delivered in 2006

„

            
YTD MWhs delivered combined with 2007 backlog totaled
19.5mm MWhs as of 2Q07

„

            
Total backlog of 36.7mm MWhs as of 2Q07

Strategic Energy

„

            
Regulated electric utility in KS and MO, serving the Greater
Kansas City metro area

„

            
Total generation capacity: ≈ 4,100 MWs

„

            
Total customers ≈ 500,000

„

            
Customer mix: residential/C&I ≈ 89%/11%

Great Plains Energy Overview

30

Anticipated Capital Expenditures

1. Demand Response / Energy Efficiency includes $8M, $8M, $10M, and $13M for the years 2007 through 2010,
respectively, of expenditures that are deferred as a regulatory asset pursuant to MPSC and KCC rate orders.

2. CEP capex amounts represent the high end of the estimated CEP capital expenditure range of $1.52B to $1.62B.

3. Rate base amounts can vary by state.

4  Capex amounts do not include AFUDC.

4

4

KCP&L Estimated Capital Expenditures

31

(1)

(2)

(1)  

            
Source:  SEC filings and press releases.  Includes fuel/purchased energy savings

(2)

            
O&M from FERC Form 1 and 2 reported costs in calendar year prior to closing; includes all utility
operating companies reported by shown parent firms

median

Announced Synergies as % of Utility Non-Fuel O&M