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 25, 2008

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)


000-51873	KANSAS CITY POWER & LIGHT COMPANY	44-0308720
	(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:

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

[ ]	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))

Great Plains Energy Incorporated (Great Plains Energy) and Kansas City Power & Light Company (KCP&L) (the Registrants) are separately filing this combined Current Report on Form 8-K (Report).

Item 7.01

Regulation FD Disclosure

On February 26, 2008, a webcast will be conducted regarding the pending Missouri and Kansas regulatory proceedings regarding the proposed Great Plains Energy – Aquila transaction. A copy of the slides to be used in the webcast is attached hereto as Exhibit 99.1.

The information under this Item 7.01 and in Exhibit 99.1 hereto is being furnished and shall not be deemed filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended. The information under this Item 7.01 and Exhibit 99.1 hereto shall not be deemed incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, unless otherwise expressly indicated in such registration statement or other document.

Item 8.01

Other Events

On February 25, 2008, Great Plains Energy and KCP&L filed supplemental direct testimony in the pending MPSC proceedings regarding the proposed Great Plains Energy – Aquila transaction. The filing withdrew the request for recovery of Aquila’s actual debt interest cost, and proposed to follow the debt interest cost recovery procedure utilized in the most recent Aquila Missouri rate cases, which is the assigning to non-investment grade debt investment-grade interest rates for comparable debt. The filing also withdrew the proposal for a specific synergy savings sharing mechanism, and instead proposed to utilize the natural regulatory lag that occurs between rate cases to retain any portion of synergy savings. The filing further withdrew the request for an additional amortization provision in this case, with the intention to begin discussions after closing of the proposed transaction to develop a regulatory plan for Aquila that may include an additional amortization provision. The filing continued the request for the deferral and amortization of transaction and transition costs over a five-year period beginning with the first post-transaction rate cases, but withdrew from that request the estimated approximate $17 million of transaction costs associated with Aquila senior management potential severance costs.

At the February 25, 2008, hearings in the pending Kansas Corporation Commission (KCC) proceedings regarding this proposed transaction, the parties announced that they had reached an agreement in principle for the resolution of this case. The terms of the agreement will remain confidential until the definitive agreement is filed with the KCC. The parties have requested a March 7 hearing on the agreement.

Item 9.01	Financial Statements and Exhibits

(d) Exhibits

99.1	February 26, 2008, webcast slides (furnished and not deemed filed for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended).

Forward Looking Statements

Statements made in this report 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. Forward-looking statements include, but are not limited to, statements regarding projected delivered volumes and margins, the outcome of regulatory proceedings, cost estimates of the comprehensive energy plan and other matters affecting future operations. In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the

registrants are providing a number of important factors that could cause actual results to differ materially from the provided forward-looking information. These important factors include: future economic conditions in the regional, national and international markets, including but not limited to regional and national wholesale electricity markets; market perception of the energy industry, Great Plains Energy and KCP&L; changes in business strategy, operations or development plans; effects of current or proposed state and federal legislative and regulatory actions or developments, including, but not limited to, deregulation, re-regulation and restructuring of the electric utility industry; decisions of regulators regarding rates KCP&L can charge for electricity; adverse changes in applicable laws, regulations, rules, principles or practices governing tax, accounting and environmental matters including, but not limited to, air and water quality; financial market conditions and performance including, but not limited to, changes in interest rates and in availability and cost of capital and the effects on pension plan assets and costs; credit ratings; inflation rates; effectiveness of risk management policies and procedures and the ability of counterparties to satisfy their contractual commitments; impact of terrorist acts; increased competition including, but not limited to, retail choice in the electric utility industry and the entry of new competitors; ability to carry out marketing and sales plans; weather conditions including weather-related damage; cost, availability, quality and deliverability of fuel; ability to achieve generation planning goals and the occurrence and duration of unplanned generation outages; delays in the anticipated in-service dates and cost increases of additional generating capacity; nuclear operations; ability to enter new markets successfully and capitalize on growth opportunities in non-regulated businesses and the effects of competition; workforce risks including compensation and benefits costs; performance of projects undertaken by non-regulated businesses and the success of efforts to invest in and develop new opportunities; the ability to successfully complete merger, acquisition or divestiture plans (including the acquisition of Aquila, Inc., and Aquila’s sale of assets to Black Hills Corporation ); the outcome of Great Plains Energy’s review of strategic and structural alternatives for its subsidiary Strategic Energy, L.L.C.; and other risks and uncertainties.

This list of factors is not all-inclusive because it is not possible to predict all factors. Other risk factors are detailed from time to time in Great Plains Energy’s and KCP&L’s most recent quarterly report on Form 10-Q or annual report on From 10-K filed with the Securities and Exchange Commission. Any forward-looking statement speaks only as of the date on which such statement is made.

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/ Terry Bassham
	Terry Bassham
	Executive Vice President- Finance & Strategic Development and Chief Financial Officer

	KANSAS CITY POWER & LIGHT COMPANY

	/s/ Terry Bassham
	Terry Bassham
	Chief Financial Officer

Date: February 25, 2008

Great Plains Energy
Aquila Transaction Update

Exhibit 99.1

FORWARD-LOOKING STATEMENTS

Statements made in this release 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. Forward-looking statements include, but are not limited to,
statements regarding projected delivered volumes and margins, the outcome of regulatory proceedings, cost estimates of
the comprehensive energy plan and other matters affecting future operations. In connection with the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995, the registrants are providing a number of important factors that could
cause actual results to differ materially from the provided forward-looking information. These important factors include:
future economic conditions in the regional, national and international markets, including but not limited to regional and
national wholesale electricity markets; market perception of the energy industry, Great Plains Energy and KCP&L; changes in
business strategy, operations or development plans; effects of current or proposed state and federal legislative and
regulatory actions or developments, including, but not limited to, deregulation, re-regulation and restructuring of the electric
utility industry; decisions of regulators regarding rates KCP&L can charge for electricity; adverse changes in applicable laws,
regulations, rules, principles or practices governing tax, accounting and environmental matters including, but not limited to,
air and water quality; financial market conditions and performance including, but not limited to, changes in interest rates and
in availability and cost of capital and the effects on pension plan assets and costs; credit ratings; inflation rates;
effectiveness of risk management policies and procedures and the ability of counterparties to satisfy their contractual
commitments; impact of terrorist acts; increased competition including, but not limited to, retail choice in the electric utility
industry and the entry of new competitors; ability to carry out marketing and sales plans; weather conditions including
weather-related damage; cost, availability, quality and deliverability of fuel; ability to achieve generation planning goals and
the occurrence and duration of unplanned generation outages; delays in the anticipated in-service dates and cost increases
of additional generating capacity; nuclear operations; ability to enter new markets successfully and capitalize on growth
opportunities in non-regulated businesses and the effects of competition; workforce risks including compensation and
benefits costs; performance of projects undertaken by non-regulated businesses and the success of efforts to invest in and
develop new opportunities; the ability to successfully complete merger, acquisition or divestiture plans (including the
acquisition of Aquila, Inc., and Aquila’s sale of assets to Black Hills Corporation); the outcome of Great Plains Energy’s review
of strategic and structural alternatives for its subsidiary Strategic Energy, L.L.C.; and other risks and uncertainties. Other
risk factors are detailed from time to time in Great Plains Energy’s most recent quarterly report on Form 10-Q or annual
report on Form 10-K filed with the Securities and Exchange Commission. This list of factors is not all-inclusive because it is
not possible to predict all factors.

Forward Looking Statement

Great Plains Energy
Aquila Transaction Update

Mike Chesser,
Chairman and CEO

• Strong performance at KCP&L

• Comprehensive Energy Plan

• Sierra Club agreement

• Strategic alternative review of
Strategic Energy

• Pending acquisition of Aquila’s
Missouri electric operations

Strategic Context - - GPE / KCP&L

ü Strong support for transaction from
shareholders of both companies

ü FERC approval received

ü Nebraska, Iowa, & Colorado approval of
Black Hills transaction

ü Kansas settlement reached for Black Hills;
agreement in principle for Great Plains

• Missouri hearings expected to begin in April

• Transaction anticipated to close in first half
of 2008

FORGING A STRONGER

REGIONAL UTILITY

Aquila Transaction Update

Highlights of Revised Missouri Proposal

• Earlier savings to customers, plus mitigation of
future rate increases for both companies

• Recovery of interest on Aquila non-investment grade
debt through 2012 consistent with Aquila’s current
approach

• Great Plains shareholders see accretion beginning in
year 2

• Aquila shareholders become part of a financially
stronger company, including investment grade credit
rating and dividend payment

Note: Projection based on terms of revised regulatory proposal, including synergy capture assumptions

Customer Savings

Projected Customer Savings Mitigate
Future Rate Increases

Revised Proposal

Terry Bassham, CFO
Executive Vice President
Finance & Strategic Development

• Agreement in principle reached

• Terms of agreement will remain confidential until
definitive document is signed and filed with the
Commission

• Testimony supporting the agreement is expected to
be filed on March 4, with a hearing on March 7

Kansas Agreement

What Has Changed
In Missouri

Previous “ask”	Current “ask”
•Immediate approval for retention of 50% of utility operational synergies ($260 million net of transition costs) over 5 years	•Recovery of utility operational synergies through traditional ratemaking process •Regulatory lag expected to provide opportunity for the retention of approximately 50% of the synergies
•Recovery of 50% of transition costs ($45 million) over 5 years	•Recovery of 100% of updated transition cost ($58.9 million) over five years
•Recovery of 100% of the transaction costs ($95 million) over 5 years	•Recovery of 100% of the revised transaction costs ($64.9 million) over 5 years •Company no longer requesting recovery of CIC and Rabbi Trust for Senior Aquila officers
•Recovery requested of actual interest costs in Aquila customer rates	•No recovery of Aquila actual interest costs in excess of equivalent investment grade costs
•Authorization to use additional amortizations in Aquila rate cases to meet credit metrics, consistent with KCP&L’s treatment	•Will include as a component in a future regulatory plan for Aquila

Amounts shown are total amounts before allocations between Missouri and Kansas jurisdictions.

Missouri Hearings, Approval
and Close

Shareholders
receive benefits of
synergies

File rate case

Shareholders
receive benefits of
new synergies

Rates Effective

Path to Synergy Sharing

Great Plains expects to realize $675 million of total savings and
synergies over five years

Interest Savings

Corporate Retained
& Merchant Savings

$302

$305

$68

$120

$131

$54

$27

$275

Significant Synergies Expected

Proximity Helps to Achieve
Synergy Numbers

Announced Synergies as a % of Combined Total O&M

Announced Synergies as a % of Combined Non-Fuel O&M

Source: RJ Rudden Associates, based on $279mm of regulated operational synergies net of purchased power

Estimates Are In Line With Comparable
Merger Savings

Shareholder Value Proposition

Great Plains Shareholders

• Accretion in 2009 and beyond

• Investment in Aquila’s growth
expands rate base

• Operational and financial scale:
shared synergies mitigate future
rate increases

• Efficient use of Aquila’s tax
position

Aquila Shareholders

• Investment grade credit rating
to support rate base
investments at lower costs

• Dividends

• Operational and financial scale:
shared synergies mitigate future
rate increases

• New regulatory plan to support
future investment

Great Plains Energy
Aquila Transaction Update