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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): June 23, 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))
 

 
This combined Current Report on Form 8-K is being furnished by Great Plains Energy Incorporated (Great Plains Energy) and Kansas City Power & Light Company (KCP&L).  KCP&L is a wholly owned subsidiary of Great Plains Energy and represents a significant portion of its assets, liabilities, revenues, expenses and operations.  Thus, all information contained in this report relates to, and is furnished by, Great Plains Energy.  Information that is specifically identified in this report as relating solely to Great Plains Energy, such as its financial statements and all information relating to Great Plains Energy’s other operations, businesses and subsidiaries does not relate to, and is not furnished by, KCP&L.  KCP&L makes no representation as to that information.  Neither Great Plains Energy nor any of its subsidiaries (other than KCP&L) have any obligation in respect of KCP&L’s debt securities and holders of such securities should not consider Great Plains Energy’s or its other subsidiaries’ financial resources or results of operations in making a decision with respect to KCP&L’s debt securities.  Similarly, KCP&L has no obligation in respect of securities of Great Plains Energy and of its other subsidiaries.
 
Item 7.01
Regulation FD Disclosure

On June 24, 2008, Great Plains Energy will participate in the Wachovia Securities 18th Annual Nantucket Equity Conference.  A copy of the presentation slides to be used at the conference is attached hereto as Exhibit 99.1.   The presentation is scheduled for 2:00 p.m. Eastern Time on June 24, 2008.  An audio-only webcast link and the presentation slides will be made available in the Investor Relations section of Great Plains Energy’s website at www.greatplainsenergy.com.

The information under 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 Item 7.01 and Exhibit 99.1 hereto shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, unless otherwise indicated in such registration statement or other document.

Item 9.01
Financial Statements and Exhibits
   
(d)  Exhibits
 
   
99.1
Wachovia Securities 18th Annual Nantucket Equity Conference presentation slides.





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/ Barbara B. Curry
 
Barbara B. Curry
 
Senior Vice President-Corporate Services and Corporate Secretary

 
KANSAS CITY POWER & LIGHT COMPANY
   
 
/s/ Barbara B. Curry
 
Barbara B. Curry
 
Corporate Secretary


Date: June 23, 2008


ex99.htm
Exhibit 99.1
 
 
 
 
 
 
 
 
 

 
Great Plains Energy

Wachovia Securities
18
th Annual Nantucket Equity Conference

June 24, 2008

Michael Cline, VP - Investor Relations and Treasurer
 
 

 
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); 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
 
 

 
2
  $2.1 billion market capitalization
  $5.1 billion in total assets at 3/31/08
  $3.3 billion in revenue in FY 2007 (includes $2.0 billion from Strategic
  Energy, divested in June 2008)
  Expanding regulated platform with the proposed acquisition of Aquila
 Regulated electric utility:
  $146.4 million in core earnings or
 $1.72/share in 2007
  506,000 customers in KS and MO
  Total generation capacity: over 4,000 MWs
  Net MWhs generated by fuel type:
 » Coal 72%, nuclear 24%, natural gas
 and oil 3%, and wind 1%
 
 

 
3
Path to Earnings and Dividend Growth
 Realizable growth in regulated business:
 » Pure-play, vertically integrated, regulated electric utility with completed
 sale of Strategic Energy
 » Aquila transaction complements KCP&L and adds scale and scope
 » Rate base growth at KCP&L driven by Comprehensive Energy Plan
 Low-cost generating platform; high reliability and customer satisfaction
 Attractive investment profile:
 » Solid dividend with future growth potential - current dividend yield
 approximately 6.3%
 » Solid investment grade rating
 » Executing our growth plan
 
 

 
4
KCP&L Service Territory
Oil
KCP&L
 Missouri:
 » Public Service Commission of the State of Missouri (MPSC)
 » KCP&L’s MO jurisdictional revenues averaged 57% of total revenue in
   2004-2007
 »Kansas:
 » The State Corporation Commission of the State of Kansas (KCC)
 » KCP&L’s KS jurisdictional revenues averaged 43% of total revenue in
  2004-2007
 Headquartered in Kansas City, Missouri
 Engage in the generation, transmission,
 distribution and sale of electricity
 $4.4 billion in assets at 3/31/08
 Serve over 500,000 customers in 24
 counties in western Missouri and eastern
 Kansas
 Total generation capacity: over 4,000
 MWs
 Regulated by commissions in two states:
KCP&L Overview
 
 

 
5
EEI Edison Award - - Kansas City Power & Light was recognized for distinguished leadership,
innovation and contribution to the advancement of the electric industry for its Comprehensive
Energy Plan collaboration. (June 2007)
EEI Outstanding Customer Service Award voted Kansas City Power & Light the winner of
this award for medium-sized utility. (May 2007)
J.D. Power and Associates recognizes Tier 1 performance. In the Midwest, KCP&L
ranks No. 1 on Communications; No. 2 on Power Quality and Reliability, and Billing and
Payment; and No. 3 in Overall Satisfaction. (February 2007)
2007 ReliabilityOne™ National Reliability Excellence Award presented by PA Consulting
Group to Kansas City Power & Light as the most reliable electric utility nationwide. (October
2007)
EEI Emergency Assistance Award for outstanding efforts to assist fellow utilities in power
restoration during 2007. (January 2008)
2007 Mid-America Regional Council’s Regional Leadership Award presented to Kansas
City Power & Light for its outstanding environmental initiatives in metropolitan Kansas City.
(June 2007)
David Garcia Award for Environmental Excellence presented by Bridging the Gap for the
groundbreaking Collaborative Agreement with Sierra Club and Concerned Citizens of
Platte County. (October 2007)

Recognized Excellence in 2007
 
 

 
6
Other
Residential:
446,100 customers
Revenues: $433.8 million
5.6 million MWh sales
Commercial:
57,600 customers
Revenues: $492.1 million
7.7 million MWh sales
Industrial:
2,300 industrial customers,
Revenues: $106.8 million
2.2 million MWh sales
Customer Mix Based on 2007 Revenues
Note: All numbers for full year / as of year-end 2007
KCP&L - A Steady Retail Customer Base
 
 

 
7
Source: “EEI Typical Bill Rankings Report and Typical Bill/Avg Rates Report for 12 month ended December 2007.”
Note: Rate actions after December 30, 2007, including KCP&L’s new annual rate increases in MO and KS that were
implemented January 1, 2008, are not reflected in this chart
Comparative Rates by Customer Segment
$0.08
$0.10
$0.12
Residential
Commercial
Industrial
Total Retail
KCPL
National Avg.
$0.06
$0.04
$0.02
KCP&L’s Rates Compare Favorably on
National & Regional Basis
 
 

 
8
Wind 1%
Natural Gas & Oil - 3%
Nuclear - - 24%
Coal - - 72%
$1.23
$0.45
$7.30
Fuel cost per net
kWh generated
Fuel Mix1
Fuel Costs
Strong, low cost coal and nuclear generation provides KCP&L
competitive generation fleet in a volatile market
Note: All numbers for full year 2007
1Based on actual net kWh generated
$1.19
Low-Cost Diverse Generating Fleet
 
 

 
9
KCP&L’s Comprehensive Energy Plan
 
 

 
10
Investing for Future Energy Demands
 
 

 
11
Spearville Wind Energy Facility
ü 100MW completed on schedule and under budget
LaCygne Environmental Project
ü Phase 1: Unit 1 SCR - Completed on schedule, under budget, and
 performing per specification
 Phase 2: Unit 1 - bag house and scrubber environmental upgrades:
 » Project Definition Report completed in Q3 2007
 » Evaluating upgrade of Unit 2 at the same time
Iatan Unit 1 Environmental Project
 Cost / schedule reforecast completed; expected to be in-service early
 2009
Iatan Unit 2 Construction
 Cost / schedule reforecast completed; expected to be in-service summer
 2010.
Comprehensive Energy Plan Progress
 
 

 
12
Total Iatan 2 Cost per KW
  
1 AFDC = Allowance for Funds Used During Construction
2 Also excludes initial coal inventory of $14 million
3 Source: Research Reports International
     
Difficult construction market conditions generally
Estimated final cost in line with industry
Similar projects under Construction, Disclosed $ / KW3
 » Excel Energy - Commanche 3, Supercritical 750 MW (estimated completion 2009) $1,733
 » Duke Energy - Cliffside, Supercritical 800 MW (estimated completion 2012) $2,250
 » GenPower Holdings - Longview, Supercritical 769 MW (estimated completion 2011) $2,367
 
 

 
13
 Develop long range resource plan and file Integrated Resource Plan in
 Missouri in August 2008
 »  Plan will also include plant availability resources
 Continue to engage community and regulators to develop energy
 efficiency and demand response as resource alternatives:
 »  Potential energy efficiency projects designed to reduce annual
  electricity demand 100MW by 2010; additional 200MW by 2012
 Continue development of environmental and renewable generation
 alternatives
 Potential to pursue an additional 400MW wind generation
 Expected future environmental upgrades at LaCygne Unit 2 for BART
 and Montrose for CAIR
Developing Sustainable Resource
Strategy
 
 

 
14
1Environmental amounts included in this table are included in the Clean Air Estimated Required
Environmental Expenditures table listed in Great Plains Energy’s First Quarter 2008 10-Q. KCP&L
estimates total remaining required environmental expenditures of $877 million- $1.179 billion.
Note: The table does not reflect expenditures that may be incurred related to the addition of 100 MW
of wind generation by 2010 and 300 additional MW by 2012, subject to regulatory approval, pursuant
to the terms of the Collaboration Agreement.
All numbers from first quarter 2008 10Q
Projected KCP&L Capital Expenditures
2008-2010
 
 

 
15
 GXP & KCP&L solid investment grade
 » GXP - Senior unsecured rating: Moody’s Baa2; S&P BBB-
 » KCP&L - Senior unsecured rating: Moody’s A3; S&P BBB
 GXP and KCP&L are weathering turbulent markets effectively:
 » GXP issued $100 million of new 10-year debt in September 2007
 » KCP&L issued $350 million of new 10-year bonds in March 2008
 » KCP&L converted entire auction rate debt portfolio to fixed rate in
  March 2008
 » Combined available liquidity of over $700 million as of 3/31/081
 Issuance of equity and debt considerations:
 » No additional debt in 2008
 » Equity later in the year
 Proceeds from sale of Strategic Energy to partially offset 2008
 financing needs
 GXP will not issue ’08 guidance; expect to issue ’09 guidance later in the
 year

1Includes GXP and KCP&L as of 3/31/08
Liquidity / Financing / Guidance
 
 

 

Aquila Merger
 
 

 
17
  Focused regional acquisition and attractive strategic growth opportunity
  Solid rate base growth plan
  Strong track record of success working with regulatory, political and
 community groups
  Adjacent utility territories provide opportunity for integration and
 significant synergies
  Shared synergies mitigate future rate increases
  Expected to be modestly dilutive to GXP in 2008 and accretive in 2009
 forward
  Investment grade credit rating anticipated to reduce financing costs and
 facilitate access to capital
Strategic Rationale
 
 

 
18
 Great Plains Energy will acquire Aquila in a stock and cash merger.
 Immediately before the Great Plains Energy transaction, BKH will acquire from Aquila: Colorado Electric & Gas,
 Iowa Gas, Kansas Gas, and Nebraska Gas operations for $940 million in cash (subject to adjustment); BKH
 has secured $1B bridge financing.
 Transactions are cross-conditioned.
Structure of
Transaction
  $1.80 per Aquila share in cash (approximately 40%)
 .0856 shares of Great Plains Energy common stock per Aquila share (approximately 60%)
Form of
Consideration
 $4.54 per share based on Great Plains Energy’s closing price on 2/6/07
 Approximately $4.07 per share based on Great Plains Energy’s closing price on 6/16/08
Implied Merger
Consideration
Step 1: Asset Sale
Step 2: Merger
Step 3: Combined Entity
   
Black Hills
(BKH)
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
(renamed)
Deal Structure
 
 

 
19
Great Plains Energy
(Baa2 / BBB-)
Aquila
(expected dba KCP&L Greater
Missouri Operations)
(Ba3 / BB-)
KCP&L
(A3 / BBB)
Simplified Post-Transaction Legal
Structure
Note: Credit ratings represent senior unsecured ratings
assigned by Moody’s and S&P, respectively, as of June 23, 2008
Separate legal and
regulatory entities
Combined
operationally
 
 

 
20
+
FORGING A STRONGER
REGIONAL UTILITY
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 approval for Black Hills and Great
 Plains Energy transactions
ü Missouri hearings concluded on May 1;
 awaiting final Commission order
 Transaction currently anticipated to close in
 mid-July
Aquila Transaction Update
 
 

 
21
Great Plains Energy 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
 
 

 
22
 2009 and beyond: Extend the platform
  Complete and include Iatan 1 AQCS in rates effective in 2009
  400 MW of additional wind to be evaluated
  Complete Iatan 2
  Integrate Aquila and deliver synergies
  Additional environmental spending at LaCygne 1 and potentially LaCygne 2
  Continue with sound strategic planning to effectively meet future generation
 requirements and as an industry leader in energy efficiency
  Increased earnings driven by investments and enhanced by opportunities in
 Aquila’s service territory. Expected dividend growth, with a traditional
 target payout ratio, to follow
A Path to Growth
 
 

 

Great Plains Energy

Wachovia Securities
18
th Annual Nantucket Equity Conference

June 24, 2008

Michael Cline, VP - Investor Relations and Treasurer
Great Plains Energy
 
 

 


Appendix





  
 
 

 
25
Core earnings is a non-GAAP financial measure that differs from GAAP earnings because it excludes the effects of certain unusual items and mark-to-market gains and losses on energy
contracts. Great Plains Energy believes core earnings provides to investors a meaningful indicator of its results that is comparable among periods because it excludes the effects of items
that may not be indicative of Great Plains Energy’s prospective earnings potential. Core earnings is used internally to measure performance against budget and in reports for management
and the Board of Directors and are a component, subject to adjustment, of employee and executive compensation plans. Investors should note that this non-GAAP measure involves
judgments by management, including whether an item is classified as an unusual item, and Great Plains Energy’s definition of core earnings may differ from similar terms used by other
companies. The impact of these items could be material to operating results presented in accordance with GAAP. Great Plains Energy is unable to reconcile core earnings guidance to
GAAP earnings per share because it does not predict the future impact of unusual items and mark-to-market gains or losses on energy contracts.
 
 

 
26
Core earnings is a non-GAAP financial measure that differs from GAAP earnings because it excludes the effects of certain unusual items and mark-to-market gains and losses on energy
contracts. Great Plains Energy believes core earnings provides to investors a meaningful indicator of its results that is comparable among periods because it excludes the effects of items that
may not be indicative of Great Plains Energy’s prospective earnings potential. Core earnings is used internally to measure performance against budget and in reports for management and the
Board of Directors and are a component, subject to adjustment, of employee and executive incentive compensation plans. Investors should note that this non-GAAP measure involves
judgments by management, including whether an item is classified as an unusual item, and Great Plains Energy’s definition of core earnings may differ from similar terms used by other
companies. The impact of these items could be material to operating results presented in accordance with GAAP. Great Plains Energy is unable to reconcile core earnings guidance to GAAP
earnings per share because it does not predict the future impact of unusual items and mark-to-market gains or losses on energy contracts.