Great Plains Energy
Great Plains Energy — Aquila — Merger or Acquisition (August 2007)
31 slides from Great Plains Energy's merger presentation, Aug 9, 2007
Slide 1: Filed by Great Plains Energy Incorporated pursuant to Rule 425
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 presentation distributed by Great
Slide 2: August 8 MPSC Filing: Deal Value - Synergies
Committed to improving the total living environment of the communities we serve August 8 MPSC Filing Deal Value - Synergies August 9, 2007 2
Slide 3: Benefits of Creating the New Company
Benefits of Creating the New Company • A strong regional utility that is committed to: - Improving the total living environment - Providing superior service, reliability and environmental benefits and long-term low prices • Increased value for investors and more opportunity for employees to be part
Slide 4: Teams have been working together, progressing on the integration planning
Teams have been working together, progressing on the integration planning Integration Planning and Preparation Develop Integration Prepare Launch Develop Design the Path to Plans & Materials ‘Day 1’ Plans common Tier 1 Teams understanding Launch Key “Enabler” Activities Current Status Our agreement
Slide 5: The MO filing details confirmation of synergies and high-level Operating Assumptions
The MO filing details confirmation of synergies and high-level Operating Assumptions 1.Aquila and GPE working together closely to plan the new operations 2.Results confirm preliminary synergy focus areas and amounts 3. Synergies reflect implementation of best practices from both companies 4.The tran
Slide 6: Aquila and GPE working closely on many teams
Aquila and GPE working closely on many teams Representative List of Integration Planning Teams and Sub-teams Team Lead(s) and Key Participants Generation Rollison, Heidtbrink, Hedrick, Crawford ERM Kobayashi, Noblet Distribution Gilkey, Connell Transmission Kurtz, Lutes Customer Service Alberts, Sta
Slide 7: Results reflect confirmation of initial synergies as well as new opportunities
Results reflect confirmation of initial synergies as well as new opportunities Five Year Cumulative Synergies ($mm) As of 08/03/07 643 500 ‘Corporate’ 452 Operational savings - not Interest allocated to MO utilities Emissions Credits Operational Synergies ‘Regulated’ (No differentiation Operating be
Slide 8: Synergies expected to be $755mm over 10-years with customers capturing 80% of the value
Synergies expected to be $755mm over 10-years with customers capturing 80% of the value Ten-year estimate of synergies Total = $755mm ($mm) Years 1-5 KCP&L Customers Years 6-10 Numbers may reflect rounding 8
Slide 9: Both companies provide savings and efficiencies
Both companies provide savings and efficiencies • • Aquila call center automation to KCP&L’s E-services offerings will provide greater operational be available for combined efficiency; enhanced customer customer-base service and reduced write-offs • • Moves enrollments and transactions Computer-Tele
Slide 10: The combined synergy estimates are within the range of comparable deals
The combined synergy estimates are within the range of comparable deals Announced Synergies as a % of Combined Total O&M Announced Synergies as a % of Combined Non-Fuel O&M • 10 • Source: RJ Rudden Associates Based on announced annual synergies in Year 3 compared to company data prior to close • Sou
Slide 11: Four primary contributors to operating synergies of $305mm
Four primary contributors to operating synergies of $305mm Five-Year Cumulative Synergies ($mm) Projects that reduce Non-fuel operating & maintenance purchased power or reduction in departmental budgets increase revenue Integration Projects that reduce non-fuel O&M Supply Chain 11
Slide 12: While 355 positions will be reduced, our process and timing minimize people impact
While 355 positions will be reduced, our process and timing are designed to minimize people impact as much as possible Current Aquila: 1,254 Bargaining Aquila Unit Mgmt 450 804 Illustrative Recruitment/Selection Process Needs - post Interest Capabilities synergies inventory Assessment KCP&L: 899 Att
Slide 13: At end of year one, an additional 899 positions will be added to KCP&L/GPE
At end of year one, an additional 899 positions will be added to KCP&L/GPE Note: This is a functional organization chart. It does not reflect relationships among legal entities CEO/ President, KCP&L William H. Downey End of Year 1 Utility Operations (7 existing/0 incremental/7 combined) *Includes Bu
Slide 14: Facility moves and consolidation enhance operational efficiencies and customer service
Facility moves and consolidation are designed to enhance operational efficiencies and customer service • • HQ Negotiating on Downtown HQ (proximity to downtown redevelopment & ample room for employees); 20W9 to be sold • • Customer Service Raytown as primary; 801 Charlotte as Call Center backup • •
Slide 15: Next Steps
Next Steps
Slide 16: Path to Approval
Path to Approval Oct. 12 Nov. 13 8/8 MO/KS Filing All MO parties Other MO Feb. 29 Parties file file rebuttal & Target deal • rebuttal cross-rebuttal close KCP&L Updates to testimony testimony •Synergy Analysis Detail work papers provided within 48 hours after filing Shareholder Nov. 19 Dec 3-14 HSR
Slide 17: Employee recruitment/selection process being developed
Employee recruitment/selection process being developed INPUT Great Plains Energy STS Black Hills Strategic Goals Organization Culture CII Feedback Strategic Goals Organization & Analysis Structure Survey & Analysis Structure Required Aquila manager Required Skills input Skills GPE/Aquila Guiding pri
Slide 18: Aquila Integration: Supply Division Synergies and Operations
Aquila Integration Supply Division Synergies and Operations
Slide 19: Supply's Synergies and Operations - Day 1 / Tier 1
Aquila Integration Supply’s Synergies and Operations - Day 1 / Tier 1 Ш § Coal Fleet: § Leverage KCP&L’s expertise and scale in operating a large coal fleet. Plant Condition Assessment - high level look at KCP&L/Aquila critical plant equipment to assess § key plant components and determine future ac
Slide 20: Aquila Integration: Customer Operations
Aquila Integration Customer Operations
Slide 21: Facilities Synergies
Facilities Synergies • • Negotiations to continue with 1201 as headquarters (20W9 sold) 801 Call Center will relocate to the Aquila facility in Raytown - the best– site for a consolidated Call Center (801 will be backup) Raytown represents best choice for business continuity and overall corporate •
Slide 22: Specific synergies
Specific synergies Synergy Close: • No field job loss • No loss of coverage or Platte City Implications SC • First responders intact response Liberty SC • Expansion of • Better ability to invest Message Northland • More resources for response • 24/7 Metro coverage Close: • No field job loss • No los
Slide 23: Aquila Integration: Government Affairs
Aquila Integration Government Affairs
Slide 24: Government Affairs Key Messages
Government Affairs Key Messages • We (the combined utility) are on a course to realize greater than expected synergies savings from reducing costs in operations in the resulting combined utility • Synergies savings equates to greater investment in infrastructure and reliability in your (area, county
Slide 25: Aquila Integration: Information Technology
Aquila Integration Information Technology
Slide 26: IT Key assumptions/decisions @ Day 1
IT Key assumptions/decisions @ Day S Summary of key assumptions • The majority of business applications and supporting infrastructure will be integrated and consolidated across the combined company • IT cost structure at Tier 1 • IT infrastructure and core business applications are on a defined refr
Slide 27: Aquila Integration: Finance and Accounting
Aquila Integration Finance and Accounting
Slide 28: Finance And Accounting Functions and Incremental FTEs
Finance And Accounting Functions and Incremental FTEs Financial Services and Accounting Services Functions Audit Functions § § § Corporate Accounting § Corporate Finance § Fuel and Revenue Accounting § Investor Relations § Property Accounting § Strategic Development § Regulatory Accounting Corporate
Slide 29: Safe Harbor Language
Safe Harbor Language 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 t
Slide 30: Additional Information
Additional Information 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 preliminary joint proxy statement/prospectus
Slide 31: Slide 31