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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (fee required)
For the fiscal year ended December 31, 1999
or
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (no fee required)
For the transition period from to
COMMISSION FILE NUMBER: 1-3562
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UTILICORP UNITED INC.
(Exact name of registrant as specified in its charter)
DELAWARE 44-0541877
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
20 West Ninth Street, Kansas City, Missouri 64105
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (816) 421-6600
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
COMMON STOCK, PAR VALUE $1.00 PER SHARE NEW YORK, PACIFIC AND TORONTO STOCK EXCHANGES
CONVERTIBLE SUBORDINATED DEBENTURES, NEW YORK STOCK EXCHANGE
6-5/8 % DUE JULY 1, 2011
CUMULATIVE MONTHLY INCOME PREFERRED SECURITIES, NEW YORK STOCK EXCHANGE
8-7/8 % SERIES A, DUE JUNE 12, 2025
9-3/4% PREMIUM EQUITY PARTICIPATING SECURITY UNITS, NEW YORK STOCK EXCHANGE
DUE NOVEMBER 16, 2004
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. Yes No
The aggregate market value of the voting stock held by non-affiliates of the
Registrant, based upon the closing sale price of the Common Stock on
March 15, 2000 as reported on the New York Stock Exchange, was approximately
$1,518,146,577. Shares of Common Stock held by each officer and director and
by each person who owns 5% or more of the outstanding Common Stock have been
excluded in that such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive
determination for other purposes.
TITLE OUTSTANDING (AT MARCH 15, 2000)
- --------------------------------------------------------------------------------------
COMMON STOCK, PAR VALUE $1.00 PER SHARE 93,574,853
- --------------------------------------------------------------------------------------
DOCUMENTS INCORPORATED BY REFERENCE: WHERE INCORPORATED:
1999 ANNUAL REPORT TO SHAREHOLDERS PART 2
PROXY STATEMENT FOR 2000 ANNUAL SHAREHOLDERS MEETING PART 3
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INDEX
PART 1 PAGE
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Item 1 Business ................................................................................... 3
Item 2 Properties ................................................................................. 13
Item 3 Legal Proceedings .......................................................................... 16
Item 4 Submission of Matters to a Vote of Security Holders ........................................ 16
PART 2
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Item 5 Market for Registrant's Common Equity and Related Stockholder Matters ...................... 16
Item 6 Selected Financial Data .................................................................... 16
Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations ...... 17
Item 7a Quantitative and Qualitative Disclosures about Market Risk ................................. 17
Item 8 Financial Statements and Supplementary Data ................................................ 17
Item 9 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure ....... 17
PART 3
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Item 10 Directors and Executive Officers of the Company ............................................ 17
Item 11 Executive Compensation ..................................................................... 17
Item 12 Security Ownership of Certain Beneficial Owners and Management ............................. 17
Item 13 Certain Relationships and Related Transactions ............................................. 17
PART 4
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Item 14 Exhibits, Financial Statement Schedules, and Reports on Form 8-K ........................... 17
INDEX TO EXHIBITS ......................................................................................... 21
SIGNATURES ................................................................................................ 23
PART 1
ITEM 1. BUSINESS.
ORGANIZATION AND HISTORY
UtiliCorp United Inc. (the company, which may be referred to as we, us,
or our) is a multinational energy solutions provider. We conduct business
through the following business segments:
- - NETWORK - includes our domestic and international network generation,
distribution and transmission businesses, as well as our appliance
repair/servicing businesses. International operations include activities in
Australia, New Zealand and Canada.
- - ENERGY MERCHANT - includes our domestic and international energy marketing
and trading businesses; our natural gas gathering, processing and
transportation company; and our 14 independent power projects.
International operations are head-quartered in London, England. Prior to
1999, activity was limited to United Kingdom gas marketing and trading.
In 1999, the business commenced expansion into other energy markets both
within the United Kingdom and across Europe. New offices were opened in
Spain, Germany and Norway.
- - SERVICES - includes our investment in Quanta Services, Inc. (Quanta).
Quanta is a provider of specialized construction services to electric
utilities, telecommunications and cable television companies, and
governmental entities.
- - CORPORATE AND OTHER -includes the retained costs of the company that are
not allocated to the business units, and prior to 1998, the net losses from
our investments in Energy One, L. L. C.
OUR STRATEGIC OBJECTIVES
Our strategy is to be a world-class manager of energy delivery networks and
production assets, and to be a leading energy merchant in the markets in which
we compete. We believe that our globalized energy network and merchant
strategies position us to compete effectively in a deregulated energy
marketplace.
THE FOLLOWING OBJECTIVES ARE THE TOOLS BY WHICH WE WILL IMPLEMENT OUR
STRATEGIES:
OBJECTIVE #1: WORLD CLASS MANAGER OF ENERGY NETWORK AND PRODUCTION ASSETS
- - ACHIEVE OPERATIONAL EXCELLENCE by providing quality customer service
through the delivery of an easy to use, safe, reliable product at a
reasonable price, while earning a solid return for shareholders.
- - CREATE ENERGY SOLUTIONS in an evolving utility industry by providing energy
related products and services through existing sales channels supporting
increased customer choice.
- - DEVELOP PLATFORM FOR GROWTH by creating transferable models for customer
service and operations that will bring added value for partnering
opportunities.
- - LEVERAGE MID-CONTINENT NATURAL GAS AND ELECTRIC SUPPLY MANAGEMENT
CAPABILITIES by capitalizing on the opportunities being created with the
transition of the utility industry into a competitive marketplace.
- - ACQUIRE AND/OR REPOSITION NETWORK AND PRODUCTION ASSETS with targeted
deployment of capital to new projects and businesses.
OBJECTIVE #2: LEADING ENERGY MERCHANT
- - DIVERSIFY RISK by expanding the commodity portfolio.
- - EXPAND CONTROL OF MID-STREAM ASSETS to facilitate longer term complex
transactions, provide earnings and balance sheet growth, and diversify
the asset portfolio risk.
- - INCREASE PRODUCT OFFERINGS to include new commodities, financing, and
retail aggregator products.
- - EXPAND CUSTOMER CHANNELS to include contacts at the Chief Executive
Officer, Chief Financial Officer, and Senior Vice President level.
- - LEVERAGING THE INFRASTRUCTURE to: 1) provide increased physical and
financial risk clearing capability at the lowest cost possible per
volumetric unit; 2) leverage systems, processes, and people into new
markets; and 3) leverage the operational infrastructure through
consolidation and partnering with other operators.
OBJECTIVE #3: GLOBALIZE ENERGY NETWORK AND MERCHANT STRATEGIES
- - ACQUIRE NETWORK, PRODUCTION, AND MERCHANT ENERGY ASSETS in current foreign
markets, taking advantage of growing privatization and restructuring
trends.
- - MANAGE TO ACHIEVE OPERATIONAL EXCELLENCE; harvesting value and capital by
partial sales of high performing businesses.
- - DEVELOP MERCHANT BUSINESSES in locations where an existing network
operation or relationship exists and the restructured utility environment
provides favorable economic returns.
- - LEVERAGE AND TRANSFER INFRASTRUCTURE, knowledge and people between foreign
and U.S. operations.
OUR COMPETITIVE STRENGTHS.
We believe we have developed substantial competitive strengths that will enable
us to continue to successfully execute our strategy and grow earnings. Our
strengths include:
- - An experienced management team whose compensation is directly tied to
shareholder value.
- - Low cost, non-nuclear domestic and international network businesses
focused on superior customer service.
- - Successful operation of competitive non-regulated business.
- - Third largest energy position on a BTU basis.
- - Proven risk management policies and procedures to limit exposure to
commodity market positions.
- - International operations in Australia, New Zealand, Europe and Canada
from which we believe we have gained valuable experience in competitive
markets.
- - A proven track record of quickly and successfully integrating domestic and
international mergers and acquisitions.
- - A demonstrated ability to identify and react to new business opportunities.
MERGERS, ACQUISITIONS & DIVESTITURES
ST. JOSEPH LIGHT & POWER
On March 4, 1999, St. Joseph Light & Power Company (SJL&P) agreed to merge
with us. Under the agreement, SJL&P shareholders will receive $23.00 in
UtiliCorp common shares for each SJL&P common share held. We will account for
the transaction as a purchase. This transaction was approved by SJL&P
shareholders on June 16, 1999, and is also subject to approval by various
state and federal regulatory agencies. We and SJL&P filed a joint application
with the Missouri Public Service Commission (MPSC) on October 19, 1999,
requesting approval of the plans to merge in a transaction valued at
approximately $270 million. We expect to close this transaction in the second
half of 2000.
NATURAL GAS STORAGE FACILITY
On March 29, 1999, we agreed to purchase Western Gas Resources Storage Inc.
The $100 million cash transaction increased our ownership and control of
strategically located natural gas storage assets. The 2,200-acre subsurface
facility in Katy, Texas has a storage capacity of 20 billion cubic feet. The
purchase closed on May 3, 1999.
AQUILA TENDER OFFER
On May 7, 1999, approximately 3.4 million shares of Aquila Gas Pipeline
Corporation (AQP) were tendered to us at $8.00. The 3.4 million shares
together with the 24.0 million shares already held represented 93% of AQP's
total shares outstanding. All remaining shares not tendered were converted in
a "short-form" merger into a right to receive $8.00 per share. Upon
completion of the short-form merger on May 14, 1999, AQP ceased being a
publicly traded company and became wholly-owned by Aquila Energy Corporation
(AEC).
EMPIRE DISTRICT ELECTRIC COMPANY
On May 10, 1999, The Empire District Electric Company (Empire) agreed to merge
with us. Empire's shareholders approved the merger on September 3, 1999. Upon
closing, they will be entitled to receive $29.50 for each share of Empire common
stock held, payable in either cash or our common stock. The value of the merger
consideration per share will decrease if our common stock is trading below $22
per share at closing and will increase if our common stock is trading above $26
per share at closing. The consideration paid to Empire shareholders, estimated
to be $800 million, including the assumption of debt, is subject to certain
conditions, such as cash and stock maximums, as well as certain regulatory
approvals. We filed a joint application with the Missouri Public Service
Commission on December 15, 1999, requesting approval of the plans to merge. We
expect this merger to be completed by late 2000.
SALE OF WEST VIRGINIA POWER DIVISION
On September 9, 1999, we agreed to sell our West Virginia Power division to
Allegheny Energy, Inc. for $75 million. The sale closed on December 31, 1999 and
resulted in a fourth quarter gain of $4.5 million. In addition to the sale of
West Virginia Power's electric and natural gas distribution assets, we entered
into a separate agreement for Allegheny to purchase Appalachian Electric
Heating, our heating and air conditioning service business in West Virginia.
SALE OF RETAIL MARKETING
In January 2000, we sold our retail gas marketing business for $14 million. We
expect to record a gain in the first quarter of 2000. As a result of our
assessment of retail competition possibilities, we have now exited all
domestic retail energy activities until the market more fully develops.
TRANSALTA ASSETS
In February 2000, we agreed to acquire TransAlta Corporation's Alberta-based
electricity distribution and retail assets for $450 million. The transaction
includes 350,000 customers served by about 54,000 miles of low-voltage power
distribution lines, and a 24-hour customer call center in Calgary. The
transaction is subject to regulatory approvals in Canada and the United States
and is expected to close in 2000.
INITIAL PUBLIC OFFERING-UNITED ENERGY LIMITED
In May 1998, United Energy Limited (UEL) sold 42% of its common stock to the
Australian public. As a result, we recorded a $45.3 million gain. The partial
sale to the public reduced our effective ownership of UEL to 29%. Concurrent
with UEL's stock offerings, we bought an additional 5% in UEL from another
company to bring our ownership to 34%. Prior to the common stock sale, UEL
repaid us approximately $101 million for debt notes. The management agreement
between UEL and UtiliCorp remains in place.
MULTINET/IKON
On March 12, 1999, we acquired, for $224 million, a 25.5% interest in
Multinet/Ikon, a natural gas network and retailer in Victoria, Australia.
QUANTA SERVICES, INC.
On September 23, 1999, we invested $186 million in Quanta Services, Inc.
(Quanta) preferred stock. The preferred stock is convertible into $6.2
million common shares based on a strike price of $30. This investment is
accounted for by the equity method of accounting. We received a $7.6 million
management and advisory fee from Quanta during 1999 which is reflected as
equity earnings in the accompanying consolidated statement of income. In
addition, we have purchased approximately $5.2 million shares of Quanta's
common stock on the open market and in privately negotiated transactions.
PULSE ENERGY
On March 8, 2000, United Energy announced the formation of Pulse Energy, a
joint venture in collaboration with Energy Partnership (Ikon Energy Pty Ltd),
Shell Australia Ltd, and Woodside Energy Ltd. Pulse Energy will initially
service more than one million Victoria, Australia customers with the aim of
rapidly becoming a national energy player. The transaction is subject to
banking and regulatory approvals.
With much of the Australian retail energy market becoming contestable
after 2000, Pulse Energy will provide Australia's first large-scale
combination of electric and gas services and will have access to potentially
10 million energy customers in eastern Australia and southern Australia
commencing January 2001.
Effective ownership of Pulse Energy will comprise Shell (40%), United
Energy (25%), Energy Partnership (25%) and Woodside (10%).
NEW ZEALAND GAS DISTRIBUTION NETWORK
On March 22, 2000, we expanded our presence in the New Zealand energy
market by purchasing the natural gas distribution network and North Island
contracting business of Orion New Zealand Limited for $US 268 million.
Much of the gas service territory being acquired overlaps or borders
UnitedNetworks' electric distribution areas, creating synergies between our
gas and electric operations. Concurrent with the closing of this transaction,
we will be pursuing the sale of a portion of our interests in the New Zealand
holding company to a private equity investor. This should allow us to remove
about $US 450 million of existing New Zealand debt from our balance sheet
because of the change in our ownership interest. The debt expected to be
incurred to complete the Orion transaction also will not be shown on our
balance sheet. We expect our consolidated common equity ratio to immediately
improve to an estimated 43% as a result of our reduced ownership. (This
estimate assumes 70% conversion of our premium equity participating
securities.)
This transaction is conditional on UnitedNetworks' shareholder approval
and the transaction has an effective date after April, 2000. The
UnitedNetworks' shareholder meeting will be held in mid-April 2000.
BUSINESS GROUP SUMMARY
Segment information for the three years ended December 31, 1999 is incorporated
by reference to pages 54 through 56 of our 1999 Annual Report to Shareholders.
I. NETWORK
ELECTRIC OPERATING STATISTICS
The following table summarizes sales, volumes and customers for our North
American electric network generation, transmission and distribution businesses.
10 YEAR
AVERAGE ANNUAL
1999 1998 1997 1996 1995 GROWTH RATE
- --------------------------------------------------------------------------------------------------------
SALES (IN MILLIONS)
Residential $270.5 $279.1 $268.3 $264.3 $252.4 6.5%
Commercial 179.8 179.4 173.4 167.0 161.1 8.5
Industrial 84.9 83.0 82.2 79.8 77.3 8.9
Other 227.3 162.1 123.3 101.1 86.9 17.6
- --------------------------------------------------------------------------------------------------------
Total $762.5 $703.6 $647.2 $612.2 $577.7 9.6%
========================================================================================================
VOLUMES (GIGAWATT HOURS (GWH)-
000'S)
Residential 4,072 4,104 3,885 3,887 3,678 6.5%
Commercial 3,133 3,069 2,883 2,775 2,676 8.6
Industrial 2,101 2,041 1,993 1,973 1,927 7.5
Other 5,344 5,809 4,997 3,651 2,264 15.1
- --------------------------------------------------------------------------------------------------------
Total 14,650 15,023 13,758 12,286 10,545 9.2%
========================================================================================================
CUSTOMERS AT YEAR END
Residential 377,096 396,912 388,532 381,684 374,701 5.9%
Commercial 53,916 57,178 56,207 54,692 55,266 7.5
Industrial 352 339 326 323 324 7.0
Other 53,432 51,816 48,764 45,879 43,106 4.4
- --------------------------------------------------------------------------------------------------------
Total 484,796 506,245 493,829 482,578 473,397 6.0%
========================================================================================================
GAS OPERATING STATISTICS
The following table summarizes sales, volumes and customers for our North
American gas network businesses.
10 YEAR
AVERAGE ANNUAL
1999 1998 1997 1996 1995 GROWTH RATE
- --------------------------------------------------------------------------------------------------------
SALES (IN MILLIONS)
Residential $398.1 $379.4 $464.4 $429.1 $362.2 4.3%
Commercial 161.7 161.2 205.8 192.6 153.9 2.9
Industrial 29.3 34.1 46.8 45.8 45.8 (10.7)
Other 49.1 47.8 50.4 60.4 54.9 4.9
- --------------------------------------------------------------------------------------------------------
Total $638.2 $622.5 $767.4 $727.9 $616.8 2.4%
========================================================================================================
VOLUMES - (THOUSAND CUBIC
FEET (MCF)- 000'S)
Residential 70,082 66,564 77,594 81,698 76,461 2.8%
Commercial 33,418 33,228 39,128 40,698 37,282 1.1
Industrial 7,305 8,631 11,059 10,944 12,901 (12.7)
Transportation 135,692 140,499 158,937 166,562 178,114 2.6
Other 1,334 1,088 678 1,611 1,827 (3.3)
- --------------------------------------------------------------------------------------------------------
Total 247,831 250,010 287,396 301,513 306,585 1.3%
========================================================================================================
CUSTOMERS AT YEAR END
Residential 749,219 761,650 744,238 728,867 713,586 4.2%
Commercial 71,933 77,971 78,925 77,742 76,430 2.6
Industrial 1,354 1,982 2,491 3,725 3,790 (9.3)
Other 8,665 9,986 2,491 2,573 2,815 31.3
- --------------------------------------------------------------------------------------------------------
Total 831,171 851,589 828,145 812,907 796,621 4.1%
========================================================================================================
REGULATION
The following is a summary of our pending rate case activity.
RATE CASE
DESIGNATION TYPE OF DATE AMOUNT
(IN MILLIONS) SERVICE REQUESTED REQUESTED
- -----------------------------------------------------------
KANSAS Gas 10/25/99 $6.0
MINNESOTA Gas May 2000 --*
- -----------------------------------------------------------
*ESTIMATED DATE OF REQUEST, AMOUNT NOT YET DETERMINED.
In January 2000, we were ordered to reduce Kansas electric rates by $8.7
million. The order is currently being reconsidered by the commission based
upon a request by the Company. A final order is expected by late March or
early April. The Commission staff originally recommended a rate
reduction of $19.9 million.
ENVIRONMENTAL
We are currently named as a potentially responsible party (PRP) at three PCB
disposal sites. Our combined cleanup expenditures have been less than $1 million
to date at these and other PCB disposal sites for which we have been named a PRP
but have settled our liability. We anticipate that future expenditures on the
three sites where we are currently named as a PRP will not be significant.
We also own or once operated 29 former manufactured gas plants sites
(MGP's) which may require some form of environmental remediation. As of
December 31, 1999 we estimate cleanup costs on these identified sites to be
$14.4 million (see Note 14 to the Consolidated Financial Statements for
further discussion of this topic).
In October 1998, the EPA published new air quality standards to further
reduce the emission of NOx. These stricter standards will require us to install
new equipment on our baseload coal units in Missouri that we estimate will cost
$35 million. The new standards are under debate in the courts and our ultimate
cost is therefore subject to change. The new standards as written are effective
in May 2003.
SEASONAL VARIATIONS OF BUSINESS
Our network and independent power project businesses are weather-sensitive. We
have both summer and winter peaking network assets to reduce dependence on a
single peak season. The table below shows peak times for our North American
network businesses.
JURISDICTION PEAK
- -------------------------------------------------------------
Gas network operations November through
March
Missouri, Kansas and Colorado July and August
electric
Canadian Operations November through
March
- -------------------------------------------------------------
INTERNATIONAL NETWORK OPERATIONS
Our international network operations are managed consistent with the
strategies of our domestic network business segment. We manage our
international business with local management that reports separately to the
company. The contribution to earnings before interest and taxes from
international network businesses was 31.4%, 31.6% and 17.5% of our total for
the years ended December 31, 1999, 1998 and 1997, respectively. As of
December 31, 1999, approximately $1,792.1 million of our total assets relate
to our international network businesses. The following discussion briefly
describes our international network businesses.
AUSTRALIA
We acquired an effective 49.9% ownership interest in United Energy Limited
(UEL), an electric distribution utility serving 546,000 customers in the
state of Victoria. As part of a management agreement between us and UEL, we
manage the utility for a fee as well as participate in its earnings.
In May 1998, UEL sold 42% of its common stock to the Australian public
and as a result, we recorded a $45.3 million gain. The partial sale to the
public reduced our effective ownership percentage to 29%. Concurrent with
UEL's stock offerings, we bought an additional 5% in UEL from another company
to bring our ownership to 34%. Prior to the common stock sale, UEL repaid
approximately $101 million in debt notes owed to us. The management agreement
between us and UEL remains in place.
UEL distributes and sells electricity with a majority of its sales
earned from the regulated distribution network business. The regulated
distribution sales and connection charges for access to its distribution
system will be reviewed by the Office of the Regulator-General(OGR), with new
rates becoming effective January 1, 2001.
The retail electric market in which UEL operates is being progressively
opened to competition, with all customers becoming contestable by January 1,
2001. The following table shows the timing of electricity markets opening to
competition in Victoria:
THRESHOLD DATE OF ELIGIBILITY PERCENT OF MARKET CUSTOMER TYPE
- --------------------------------------------------------------------------------------------------
GREATER THAN 5MW Dec 1994 22% Large heavy
industrial
GREATER THAN 1MW July 1995 7% Large commercial
industrial
GREATER THAN 750MWh July 1996 12% Medium commercial/light
industrial
GREATER THAN 160MWh July 1998 8% Small
commercial
All remaining Jan 2001 51% Residential
customers
- ----------------------------------------------------------------------------------------------------
In March 1999, we acquired a 25.5% interest in a gas distribution and retail
business in Melbourne. The distribution business, Multinet, serves
approximately 609,000 accounts, and the retail business, Ikon, serves
approximately 520,000 customers. About 309,000 Multinet distribution
customers are served by the Ikon retail business and approximately 280,000
Ikon customers are served electricity by United Energy. The gas business
is managed by United Energy and pay UEL a fee for those services.
Similar to electricity, retail gas customers in Victoria will all be able to
select the retailer of their choice. The following table shows the timeline
for the rollout of gas contestibility in Victoria:
THRESHOLD DATE OF ELIGIBILITY PERCENT OF MARKET CUSTOMER TYPE
- ----------------------------------------------------------------------------------------------
GREATER THAN 500TJ Oct 1999 24% Large industrial
GREATER THAN 100TJ Mar 2000 13% Med Ind/Large Com
GREATER THAN 5TJ Sep 2000 12% Commercial
All remaining Sep 2001 51% Residential
1 Bcf is equal to about 1,100 Tj's.
- ----------------------------------------------------------------------------------------------
NEW ZEALAND
Through a series of transactions in 1998, we acquired an additional 48%
interest in Power New Zealand's common stock for approximately $245 million,
increasing our ownership to 78.6%. Concurrent with this acquisition, we sold
our 39.6% interest in WEL Energy Group, which we acquired in 1993 and bought
out our 21% minority partner in our New Zealand subsidiary, UtiliCorp N.Z.,
Inc. In January 1999, an additional .2% interest was purchased from the
Territorial Local Authorities.
The Electricity Industry Reform Act of 1998 required all of New
Zealand's integrated power companies have separate ownership of their
lines (network) and energy (generation and retail) businesses effective April
1, 1999. Power New Zealand, with approximately 90% of its assets and earnings
in the lines area, in November 1998, announced its intention to remain in the
network business and to exit the energy business. It also agreed to purchase
the Wellington-based lines assets of TransAlta New Zealand Ltd. and to sell
to TransAlta its retail and generation businesses for net expenditure by
Power New Zealand of $238 million. Because Power New Zealand's name
transferred to TransAlta as part of the retail business TransAlta acquired,
the network business became UnitedNetworks Limited on January 5, 1999. In
November 1998, Power New Zealand agreed to purchase the electric line assets
of neighboring power company TrustPower Limited for approximately $261
million. The assets became part of a greater network which includes parts of
metropolitan Auckland and other areas in the central and southern regions of
New Zealand's North Island. The TrustPower transaction closed January 31,
1999. Completion of the TransAlta and TrustPower transactions created the
country's largest electricity distribution network, serving about 484,000
customers.
CANADA
We own West Kootenay Power Ltd.(WKP), a hydro-electric utility in British
Columbia, Canada. WKP has four hydro-electric generation facilities with a
capacity of 205 megawatts and 962 miles of transmission lines that serve
approximately 135,000 direct and indirect customers in south central British
Columbia. WKP generates about half of its power requirements and purchases the
remaining requirements through power contracts.
WKP is regulated by the British Columbia Utilities Commission. The
Commission approved renewal of the incentive based rate setting mechanism for
2000. When first implemented in 1996, this mechanism was the first of its
kind for electric utilities in Canada and was the result of a negotiated
settlement with customers and regulators. The mechanism calls for sharing of
savings between the customer and WKP if WKP performs over and above
negotiated performance expectations.
II. ENERGY MERCHANTS
WHOLESALE ENERGY MARKETING
Aquila's wholesale energy marketing business is conducted through various
operating units, collectively referred to as Energy Marketing. Energy
Marketing is a gas and power marketing company with a marketing, supply and
transportation network consisting of relations with gas producers, local
distribution companies, and end-users throughout the United States and
Canada. Energy Marketing adds value for customers by leveraging its national
position in financial deal structuring in gas and power marketing. It
provides services such as complex fuel supply arrangements, energy management
services and project development focused on control of mid-stream energy
assets. For the five years ended December 31, 1999, Energy Marketing had
marketing volumes of 9.9, 8.8, 5.7, 2.3, and 1.5 billion cubic feet a day
(BCF/d), respectively.
In 1995, Energy Marketing began selling electricity to wholesale
customers, much as it markets natural gas. Aquila expects that the
electricity marketing industry will continue to expand rapidly as liquidity
and maturity increases. Aquila's wholesale power sales have grown from
129,000 megawatt hours (MWH) in 1995 to 236,500 million MWH in 1999, ranking
it third among the nation's largest volume power marketers.
Energy Marketing utilizes certain types of fixed-price contracts in
connection with its natural gas and power marketing businesses. These include
contracts that commit us to purchase or sell natural gas and other
commodities at fixed prices in the future (i.e., fixed-price forward purchase
and sales contracts), futures and options contracts traded on the NYMEX and
swaps and other types of financial instruments traded in the over-the-counter
financial markets.
The availability and use of these types of contracts allows us to manage
and hedge our contractual commitments, reduce our exposure relative to the
volatility of cash market prices, take advantage of carefully selected arbitrage
opportunities via open positions, protect our investment in natural gas storage
inventories and provide price risk management services to our customers. We are
also able to secure additional sources of energy or create additional markets
for existing supply through the use of exchange for physical transactions
allowed by NYMEX. We refer to our domestic and Canadian natural gas and
electricity trading activities as price risk management activities. These are
reflected in the accompanying financial statements using the mark-to-market
method of accounting.
Although we generally attempt to balance our fixed-price physical and
financial purchase and sales contracts in terms of contract volumes and the
timing of performance and delivery obligations, net open positions often exist
or are established due to the origination of new transactions and our assessment
of, and response to, changing market conditions. We will occasionally create a
net open position or allow a net open position to continue when we believe,
based upon competitive information gained from our energy marketing activities,
that future price movements will be consistent with our net open position. When
we have a net open position, we are exposed to fluctuating market prices.
In addition to price risk movements, credit risk is also inherent in our
risk management activities. Our trading and marketing business is also exposed
to counterparty credit risk resulting from a counterparty not fulfilling its
contractual obligations. Our credit policies with regard to our counterparties
attempt to minimize overall credit risk. Our credit procedures include a
thorough review of potential counterparties' financial condition, collateral
requirements under certain circumstances, monitoring of net exposure to each
counterparty and the use of standardized agreements which allow for the netting
of positive and negative exposures associated with each counterparty. Our credit
policy is monitored and administered by a function independent of the trading
and marketing activities.
GAS GATHERING AND PROCESSING
Aquila Gas Pipeline (AQP) gathers and processes natural gas and natural gas
liquids. AQP owns and operates a 3,133 mile intrastate gas transmission and
gathering network and four processing plants that extract and sell natural gas
liquids.
Key operating statistics for AQP are presented in the table below.
- -----------------------------------------------------------
1999 1998 1997 1996 1995 1994
- -----------------------------------------------------------
Natural gas
throughput
(million cubic
feet per day) 548 475 483 493 506 371
Natural gas
liquids
produced
(thousand 22 25 37 41 32 31
barrels per
day)
Pipeline miles 3,133 3,403 3,434 3,416 3,311 2,718
owned
- -----------------------------------------------------------
Aquila Energy and AQP own 35% of the capital stock of Oasis Pipe Line Company
(Oasis) and have 280 MMcf/d of firm intrastate transportation capacity. The
600-mile Oasis pipeline system spans the state of Texas and links Aquila's
gathering systems to the Waha, Texas hub and the Katy, Texas hub.
In 1998, AQP entered into a joint venture ownership and operation
agreement with a third party in the Austin Chalk area in Texas to gather and
transport the natural gas produced from specified wells. The sales contract
accounted for approximately 18% of AQP's total natural gas sales in 1999.
INDEPENDENT POWER PROJECTS
Aquila Energy participates in the ownership and operation of facilities in the
independent and wholesale power generation market. Consistent with the company's
overall strategy to minimize risk through diversification, Aquila Energy has
invested in generation facilities which are geographically diverse and use a
variety of fuels and proven technologies. Additionally, each project is a
producer of competitively priced wholesale power in its geographic region and
has a long-term market for its output. To date, Aquila Energy has made
investments in 14 projects located in five states and Jamaica, with a
total net ownership of approximately 255 MW of generating capacity. A
description and listing of the power projects appears on page 15 of this report.
We anticipate further expansion or investment in the independent power
projects business through a newly formed entity focused on mid-stream energy
assets.
INTERNATIONAL ENERGY MERCHANT OPERATIONS
Our international energy merchant operations are managed consistently with the
strategies of our domestic energy merchant business segment. We manage our
international business with local management that reports separately to the
company. The contribution to earnings before interest and taxes from our
international energy merchant businesses was 6.6%, (2.2%), and (1.2%) of our
total for the years ended December 31, 1999, 1998 and 1997, respectively. As of
December 31, 1999, approximately $618.3 million of our total assets relate to
our international energy merchant businesses. The following discussion briefly
describes our international energy merchant businesses.
UNITED KINGDOM AND EUROPE
We have been involved in UK gas markets since these markets to competition in
the early 1990's. The UK gas markets have been fully opened to competition
since 1998 and all end users, including residential households, are now free
to select their gas supplier. Many new retail gas suppliers have entered the
market with the implementation of full competition. Our UK business developed
a strong position in the supply of gas transportation/shipping and balancing
services to these new entrants to the gas markets. In 1999, the process of
rationalizing and consolidation of the new entrants commenced. Our contract
with a major customer was terminated at the end of the third quarter when it
was acquired by another firm. As a result, the end consumers indirectly
served by Aquila as of December 31, 1999 was approximately 790,000, a net
decrease of 210,000 indirect customers since December 31, 1998. We expect the
process of market rationalization to continue. Similar deregulation and the
opening to competition has been completed in the UK electricity market.
We obtained our UK Public Electricity Supply License in 1999, and we
expect to obtain approval for our data processing systems in mid-year 2000.
This is a further requirement to interface with and supply electricity to end
consumers on the regulated local distribution networks. We expect the
capability to provide a "dual fuel" service will counter the impact of
rationalization and consolidation of retail gas and power suppliers. We
commenced trading in the UK wholesale electricity market in October 1999.
The European Union (EU) has agreed Gas and Electricity Directives which
require all the member states of the EU to open their domestic gas and
electricity markets to competition over a number of years. (Some member
states, including United Kingdom, have already opened their markets to
competition prior to the EU adopting these Directives.) Each member state is
following the mandated timetable in different fashions with some countries
progressing much faster than others. We have responded to these new
opportunities by expanding our energy merchant activities into selected
European countries. In 1999, we opened offices in Spain, Germany and Norway.
We commenced trading in the Nordic Power market in November 1999. We
anticipate business growth in these countries and throughout Europe as the
process of deregulation and market opening develops.
In June 1998, we paid $25.6 million to a third party to cancel two
take-or-pay contracts and related guarantees effective April 1, 1998, that
required us to take gas at significantly above-market prices until 2005. Between
1995 and 1997, we reserved $19.0 million against the estimated future losses on
these contracts, resulting in a one time net settlement loss of $6.6 million.
In July 1998, we lost a long-standing dispute with one of our previous
suppliers related to a take-or-pay gas supply contract. We contended that the
supplier did not make proper deliveries pursuant to the supply contract and
further materially breached the contract. Accordingly, we began paying the
supplier the prevailing market prices, which were lower than the contract
price. The difference between the two prices accumulated to approximately
$38.0 million, an amount we had previously recorded as a liability.
A court ruling required us to pay this $38.0 million price difference along
with interest of $6.8 million that accumulated from the date the contract
invoices were due. This interest payment was recorded as a one-time loss. We are
appealing the court's decision and are seeking recovery of the $44.8 million.
III. SERVICES
The services segment, appearing for the first time in our 1999
financial statements, consists of our investment in Quanta Services, Inc.
(Quanta). Quanta is a provider of specialized construction services to
electric utilities, telecommunications and cable television companies, and
governmental entities. The contribution to earnings before interest and taxes
from the services business group was 3.2% of our total for the year ended
December 31, 1999.
In September 1999, we invested $186 million in Quanta Preferred Stock.
The stock is convertible into 6.2 million common shares based on a strike
price of $30. We received $7.6 million in management and advisory fees from
Quanta during 1999, which is included, along with $5.6 million of equity
earnings, in Equity in earnings of investments and partnerships in the
accompanying consolidated statement of income. In addition, we have purchased
approximately 5.2 million shares of Quanta Common Stock on the open market
and in privately negotiated transactions bringing our equity interest to 28%.
We account for this investment using the equity method.
IV. CORPORATE & OTHER
COMPETITION
DOMESTIC UTILITY OPERATIONS. Our domestic network businesses operate in a
regulated environment. Industrial and large commercial customers largely have
access to energy sources so some of the competitive pricing benefits have
been transferred to these customers through open access tariffs relating to
transmission lines and pipelines. Without federal legislation, competition at
the retail level cannot form since the rules will be different in each state.
Based on our assessment of retail competition possibilities, we have now
exited all domestic retail activities, until the market more fully develops.
ACCOUNTING IMPLICATIONS. We currently record the economic effects of
regulation in accordance with the provisions of Statement of Financial
Accounting Standards No. 71 (SFAS No.71), "Accounting for the Effect of
Certain Types of Regulation". Accordingly, our rates will continue to be based
on historical costs for the foreseeable future. If we discontinue applying
SFAS No 71, we would make adjustments to the carrying value of our regulatory
assets. Total net regulatory assets at December 31, 1999 were $96.8 million.
COMPETITION IN AUSTRALIA. The State of Victoria is deregulating its
electricity market in stages. Currently, customers with yearly usage above
160 megawatt-hours (industrial and large commercial customers) can choose
their retail electricity suppliers. After January 1, 2001, all customers of
United Energy Limited (UEL) will be able to choose their retail electricity
suppliers. A majority of UEL's gross margin comes from distribution lines
charges that would not be materially affected by this customer choice.
REGULATION IN NEW ZEALAND. A concerted effort is currently under way to gain
consensus for a regulatory system that is developed and administered by the
utility industry. We fully support this movement.
NORTH AMERICAN ENERGY MARKETING. Our energy marketing businesses operate in a
fully competitive environment that rewards participants on price, service, and
execution. Our energy marketing businesses compete for customers with the
largest energy companies in North America. The industry is premised on
large-volume sales with relatively low margins. Companies that operate in
this industry must fully understand the price sensitivity and volatility of
commodities. The public became more aware of some of the risks associated
with this industry when a number of companies announced sudden losses
resulting from the June 1998 price spike in electricity. We expect price
volatility and events like price spikes to occur and we have risk control
policies in place for dealing with such events.
EUROPEAN ENERGY MARKETING. Our energy marketing business in Europe continues
to build its capability to offer new products in gas, electric and other
energy related areas. Trading of electricity in the United Kingdom began in
October 1999, and trading in the Nordic Power Market began in November 1999.
In the 1999 fourth quarter, we lost a major customer when it was bought by
another firm. The resulting drop in indirect customers served in the U.K. is
expected to be offset by our expansion on the European Continent.
OUR EXECUTIVE TEAM
NAME AGE POSITION
---- --- --------
RICHARD C. GREEN, JR. (RICK) 45 CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
ROBERT K. GREEN (BOB) 38 PRESIDENT, CHIEF OPERATING OFFICER AND DIRECTOR; CHAIRMAN,
AQUILA ENERGY CORPORATION
JAMES G. MILLER (JIM) 51 SENIOR VICE PRESIDENT, ENERGY DELIVERY
KEITH G. STAMM 39 CHIEF EXECUTIVE OFFICER, AQUILA ENERGY CORPORATION
EDWARD K. MILLS (ED) 40 PRESIDENT AND CHIEF OPERATING OFFICER, AQUILA ENERGY
CORPORATION
JON R. EMPSON 54 SENIOR VICE PRESIDENT, REGULATORY, LEGISLATIVE AND
ENVIRONMENTAL SERVICES
PETER S. LOWE 47 SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
SALLY C. MCELWREATH 59 SENIOR VICE PRESIDENT, CORPORATE COMMUNICATIONS
LEO E. MORTON 54 SENIOR VICE PRESIDENT AND CHIEF ADMINISTRATIVE OFFICER
DALE J. WOLF 60 VICE PRESIDENT, FINANCE; TREASURER AND CORPORATE SECRETARY
INTERNATIONAL
-------------
DONALD G. BACON (DON) 62 CHAIRMAN AND CHIEF EXECUTIVE OFFICER, WEST KOOTENAY POWER
LIMITED; CHIEF EXECUTIVE OFFICER, UNITED ENERGY LIMITED
CHARLES K. DEMPSTER (CHUCK) 57 SENIOR VICE PRESIDENT, INTERNATIONAL ENERGY INITIATIVES
ROBERT K. GREEN (BOB) 38 CHAIRMAN, UNITED ENERGY LIMITED; CHAIRMAN, UNITEDNETWORKS
LIMITED
ROBERT W. HOLZWARTH (BOB) 52 CHIEF EXECUTIVE OFFICER OF UTILICORP'S CANADIAN NETWORK
OPERATIONS
JEFFREY MICHNOWSKI (JEFF) 42 MANAGING DIRECTOR, AQUILA ENERGY LIMITED
R. PAUL PERKINS (PAUL) 57 SENIOR VICE PRESIDENT, INTERNATIONAL
DANIEL W. WARNOCK (DAN) 41 CHIEF EXECUTIVE OFFICER, UNITEDNETWORKS LIMITED
RICHARD C. GREEN, JR. (B.S., BUSINESS - SOUTHERN METHODIST UNIVERSITY)
Rick joined our company in 1976 and held various financial and operating
positions between 1976 and 1982. In 1982, Rick was appointed Executive Vice
President at Missouri Public Service, the predecessor to UtiliCorp. Rick has
served as Chairman of the Board of the company since 1989 and President and
Chief Executive Officer for the period 1985 through 1996.
ROBERT K. GREEN (B.S., ENGINEERING, PRINCETON UNIVERSITY; J.D. LAW, VANDERBILT
UNIVERSITY)
Bob joined our company in 1988 as Assistant Division Counsel and in 1989 was
appointed to Division Counsel. Between 1989 and 1992, he held executive level
positions at Missouri Public Service. In 1993, Bob was appointed Executive
Vice President and in 1996 assumed additional duties as President. He also is
the Chairman of United Energy Limited, a 34% owned foreign traded Australian
company, UnitedNetworks Limited, a 78.8% owned foreign traded New Zealand
company, and Aquila Energy Corporation.
JAMES G. MILLER (B.S., ELECTRICAL ENGINEERING, M.B.A., MANAGEMENT, UNIVERSITY
OF WISCONSIN)
Jim joined our company in 1983 as President, Michigan Gas Utilities, a
company acquired by us in 1989. In 1991, he was appointed President,
WestPlains Energy and in 1995 was appointed Senior Vice President, Energy
Delivery. Prior to joining UtiliCorp, he worked for Wisconsin Power and Light
Company in various financial and operating capacities.
KEITH G. STAMM (B.S., MECHANICAL ENGINEERING, UNIVERSITY OF MISSOURI AT
COLUMBIA; M.B.A., FINANCE EMPHASIS, ROCKURST COLLEGE.)
Keith joined our company in 1983 as a staff engineer at our Sibley Power
Plant. Between 1985 and 1995, he held various operating positions. In 1995,
Keith was promoted to Vice President, Energy Trading and in 1996, to Vice
President and General Manager, Regulated Power. In 1997, Keith became Chief
Executive Officer of United Energy Limited. In December 1999, he was named
Chief Executive Officer, Aquila Energy Corporation and remains a Director of
United Energy Limited.
EDWARD K. MILLS (B.A., ENGLISH, UNIVERSITY OF TEXAS; M.B.A., FINANCE, RICE
UNIVERSITY) Ed joined our company in 1993 as Director of Risk Management and
Trading, Aquila Energy Corporation. In 1998, Ed was appointed President and
Chief Operating Officer, Aquila Energy Corporation and in July 1998, was
appointed Vice President of UtiliCorp. Prior to joining our company, Ed
held executive and management positions at Fina Oil and Chemical Company,
Texas Commerce Bank and Springer Holding Company.
JON R. EMPSON (B.A., ECONOMICS, CARLETON COLLEGE, M.B.A., ECONOMICS, UNIVERSITY
OF NEBRASKA AT OMAHA)
Jon joined our company in 1986 as Vice President, Regulation, Finance and
Administration. In 1993, he was appointed Senior Vice President, Gas Supply
and Regulatory Services and in 1996 he was appointed Senior Vice President,
Regulatory, Legislative and Environmental Services. Prior to joining
UtiliCorp, Jon worked for a predecessor company in various executive and
management positions for 7 years, held executive management positions at the
Omaha Chamber of Commerce and Omaha Economic Development Council and worked
as an economist with the Department of Housing and Urban Development.
PETER S. LOWE (BACHELOR OF COMMERCE DEGREE AND MASTER OF BUSINESS DEGREE,
UNIVERSITY OF MELBOURNE)
Peter joined our company in June of 1999 as Vice President, Financial
Management and Accounting Services. In January 2000, he was named Senior
Vice President and Chief Financial Officer. Prior to joining our company,
Peter was Chief Financial Officer/Group Manager of Business Services for
United Energy Limited, a 34% owned foreign traded Australian Company. He
has also served in a number of managerial and executive positions with
Foster's Brewing Group Limited.
SALLY C. MCELWREATH (B.A., SOCIAL SCIENCES; M.B.A., PUBLIC RELATIONS, PACE
UNIVERSITY)
Sally joined our company in 1994 as Senior Vice President, Corporate
Communications. Previously, she was Vice President, Corporate Communications
for MacMillan Inc. and for The Travel Channel; Director of Marketing
Communications for Trans World Airways and Manager of Corporate
Communications for United Airlines beginning in 1971. Prior to 1971, she held
various positions with ARCO and Sinclair Oil Corporation.
LEO E. MORTON (B.S., MECHANICAL ENGINEERING, TUSKEGEE UNIVERSITY; M.S.
MANAGEMENT, MASSACHUSETTS INSTITUTE OF TECHNOLOGY) Leo joined our company in
1994 as Vice President, Performance Management. In 1996, he was appointed
Senior Vice President, Human Resources and Operations Support and in March 2000,
he was named Senior Vice President and Chief Administrative Officer of the
company. Prior to working for us, Leo held executive and management positions
in manufacturing and engineering for AT&T and Bell Laboritories beginning in
1973.
DALE J. WOLF (B.S., BUSINESS ADMINISTRATION, FORT HAYS STATE UNIVERSITY;
M.B.A., FINANCE, UNIVERSITY OF MISSOURI)
Dale joined our company in 1962 as a staff accountant at Missouri Public
Service. Between 1962 and 1972, he held various accounting and finance
positions. In 1972, he was appointed Assistant Treasurer and in 1976,
Treasurer. In 1984, he was promoted to Vice President and Treasurer for
Missouri Public Service. When UtiliCorp was formed in 1985, Dale became its
Vice President, Finance and Treasurer. In 1989, he also assumed the Corporate
Secretary responsibilities.
DONALD G. BACON (B.S., CIVIL ENGINEERING, UNIVERSITY OF ALBERTA)
Don joined our company in 1993 as Chairman and Chief Executive Officer of
West Kootenay Power. In 1997, he became Power New Zealand's Chief Executive
Officer in addition to his responsibilities in Canada. In December 1999, Don
was appointed Chief Executive Officer of United Energy Limited in Australia.
Prior to Don's employment with us, he was Vice President, TransAlta Utilities
Corporation in Canada.
CHARLES K. DEMPSTER (B.S., CIVIL ENGINEERING, UNIVERSITY OF HOUSTON)
Chuck joined our company in 1993 as President of Aquila Energy Corporation.
In 1994, he was appointed Senior Vice President, Energy Resources. In 1995,
Chuck became Chairman and Chief Executive Officer of Aquila Energy U.K., Inc.
and in 1998, became Senior Vice President of our company and Chairman and
Chief Executive Officer, Aquila Energy Corporation. Prior to joining us,
Chuck was President, Reliance Pipeline Corporation between 1987 and 1993.
Prior to 1987, Chuck held executive positions at NICOR and Enron.
JEFFREY MICHNOWSKI (B.S., BUSINESS ADMINISTRATION, RUTGERS COLLEGE; M.B.A.,
BARUCH COLLEGE)
Jeff joined our company in 1991 working in Aquila's Energy's U.S. Operations.
While at Aquila, he held the positions of Risk Manager and Director and Vice
President of Price-Risk Management. In 1998, Jeff was named Managing Director
of Aquila Energy Limited, a London-based subsidiary of the company.
ROBERT W. HOLZWARTH (B.S., TECHNICAL MANAGEMENT, DENVER TECHNICAL COLLEGE)
Bob joined our company in 1993 as Vice President-Generation and
Director-Power Production. In 1997, he was named Vice President and General
Manager of Power Supply Services and in March 2000, Chief Executive Officer
of our Canadian Network Operations. Prior to joining our company, Bob was
general manager of power and water with the Ralph M. Parsons Company on
assignment in Saudi Arabia.
R. PAUL PERKINS (B.A., INTERNATIONAL RELATIONS, UNIVERSITY OF NORTH CAROLINA)
Paul joined our company in 1994 as Vice President, Corporate Development.
Paul's primary focus in Corporate Development was in international
opportunities. In 1997, Paul was appointed Senior Vice President,
Australasia. In June 1999, he was named Senior Vice President, International.
Prior to joining UtiliCorp, he was a regional manager for WMX Technologies
between 1992 and 1994 focusing on Latin America and the Caribbean. He worked
for Texaco Inc. as a Division Manager, Supply and Trading for Latin America
and West Africa between 1990 and 1992. Paul worked for Texaco between 1978
and 1990 in other international capacities.
DANIEL W. WARNOCK (B.A., BUSINESS ADMINISTRATION, UNIVERSITY OF NEBRASKA AT
OMAHA)
Dan joined our company in 1988 as Manager of Regulatory Affairs at our
Peoples Natural Gas Division. He then served as Senior Vice President of our
Energy Supply Services in Omaha, Nebraska. In January 2000, Dan was named
Chief Executive Officer at UnitedNetworks Limited, a 78.8% owned foreign
traded New Zealand Company. UnitedNetworks Limited is New Zealand's largest
electric distribution company.
ITEM 2. PROPERTIES.
We own electric production, transmission and distribution systems and gas
transmission and distribution systems throughout our service territories. We
also own gas gathering, processing and pipeline systems. All network assets
in Michigan are mortgaged pursuant to an Indenture of Mortgage and Deed of
Trust dated July 1, 1951, as supplemented. Substantially all of our Canadian
network plant is mortgaged under terms of a separate indenture.
UTILITY FACILITIES
Our electric generation plants, as of December 31, 1999, are as follows:
NET
UNIT CAPABILITY GENERATION
UNIT LOCATION YEAR INSTALLED (KW NET, PER HOUR) FUEL (MW HOURS)
- ----------------------------------------------------------------------------------------------------------------------------
UNITED STATES-
MISSOURI:
Sibley #1 - #3 Sibley 1960, 1962,1969 501,000 Coal 3,037,715
Ralph Green #3 Pleasant Hill 1981 74,000 Gas 35,439
Nevada Nevada 1974 20,000 Oil 1,480
Greenwood #1 - #4 Greenwood 1975 - 1979 247,000 Gas/Oil 142,507
KCI #1 - #2 Kansas City 1970 33,000 Gas 3,683
- ----------------------------------------------------------------------------------------------------------------------------
KANSAS:
Judson Large #4 Dodge City 1969 143,000 Gas 438,538
Arthur Mullergren #3 Great Bend 1963 96,000 Gas 198,142
Cimarron River #1 - #2 Liberal 1963, 1967 72,000 Gas 85,006
Clifton #1 - #2 Clifton 1974 73,000 Gas/Oil 33,802
Jeffrey #1 - #3 St. Mary's 1978, 1980, 1983 177,000 Coal 2,333,784
- ----------------------------------------------------------------------------------------------------------------------------
COLORADO:
W.N. Clark #1 - #2 Canon City 1955, 1959 40,000 Coal 228,421
Pueblo #6 Pueblo 1949 20,000 Gas 14,203
Diesel #1-#5 Pueblo 1964 10,000 Oil 1,197
Diesel #1-#5 Rocky Ford 1964 10,000 Oil 907
- ----------------------------------------------------------------------------------------------------------------------------
CANADA-
BRITISH COLUMBIA:
No. 1 Lower Bonnington 1925 41,000 Hydro 332,084
No. 2 Upper Bonnington 1907 59,000 Hydro 435,827
No. 3 South Slocan 1928 53,000 Hydro 426,633
No. 4 Corra Linn 1932 51,000 Hydro 344,679
- ----------------------------------------------------------------------------------------------------------------------------
TOTAL 1,720,000 8,032,047
============================================================================================================================
The following table shows the overall fuel mix and generation
capability for the past five years.
SOURCE (MW) 1999 1998 1997 1996 1995
- ----------------------------------------------------------------------------------------------------
Coal 895 888 883 885 875
Gas and oil 802 792 786 784 705
Hydro 205 205 205 205 205
- ----------------------------------------------------------------------------------------------------
Total generation capability 1,902 1,885 1,874 1,874 1,785
====================================================================================================
At December 31, 1999, we had transmission and distribution lines as follows:
LENGTH
DESCRIPTION (POLE MILES)
- -----------------------------------------------------
Transmission lines 6,209
Overhead distribution lines 19,410
Underground distribution lines 4,367
- -----------------------------------------------------
TOTAL 29,986
=====================================================
At December 31, 1999, our gas utility operations had 2,170 miles of gas
gathering and transmission pipelines and 17,978 miles of distribution mains
and service lines located throughout its service territories.
GAS PROCESSING AND GATHERING ASSETS
AQP owned and/or operated 11 active natural gas pipeline systems with an
aggregate length of approximately 3,133 miles. These pipelines do not form an
interconnected system. Set forth below is information with respect to AQP's
pipeline systems as of December 31, 1999:
GAS AVG. DAILY
THROUGHPUT GAS
CAPACITY THROUGHPUT
MILES OF (a)(b) (a)(b)(c)
GATHERING SYSTEMS LOCATION PIPELINE (a) (MMcf/d) (MMcf/d)
- -------------------------------------------------------------------------------------------------------------
Southeast Texas/Katy SE Texas 2,398 732 506
Mentone W. Texas 13 60 --
Gomez W. Texas 11 40 --
Menard County C. Texas 120 30 2
Maverick County W. Texas 77 20 15
Rhoda Walker W. Texas 21 20 1
Panola County E. Texas 23 8 2
Elk City SW Oklahoma 173 120 70
Mooreland (d) NW Oklahoma -- -- --
Traders Creek (e) NW Oklahoma 28 20 10
Dorado - 40% S. Texas 58 40 6
Benedum/Wilshire - 20% W. Texas 211 130 20
- --------------------------------------------------------------------------------------------------------------
3,133 1,220 632
Fuel and Shrinkage -- -- (89)
- -------------------------------------------------------------------------------------------------------------
TOTAL 3,133 1,220 543
=============================================================================================================
a) ALL MILEAGE, CAPACITY AND VOLUME INFORMATION IS APPROXIMATE. CAPACITY
FIGURES ARE MANAGEMENT'S ESTIMATES BASED ON EXISTING FACILITIES WITHOUT
REGARD TO THE PRESENT AVAILABILITY OF NATURAL GAS.
b) GROSS GAS THROUGHPUT CAPACITY IS INCLUDED AT 100% WHILE NET AVERAGE GAS
THROUGHPUT IS PRESENTED AT THE OUR PRESENT JOINT VENTURE OWNERSHIP
INTEREST.
c) EXCLUDES OFF-SYSTEM MARKETING SALES WITH AVERAGE DAILY VOLUMES OF 776
Mmcf/d SOLD FROM OTHER COMPANIES' FACILITIES.
d) IN JULY 1999, AQUILA GAS SYSTEM SOLD THE ASSETS IN ITS MOORELAND SYSTEM.
e) IN APRIL 1999, ASSETS WERE TRANSFERRED FROM AQUILA GAS SYSTEM TO FORM
TRADERS CREEK PIPELINE.
At December 31, 1999, we owned 35% of the capital stock of Oasis and the right
to transport 280 MMcf/d of natural gas on Oasis' pipeline, plus the opportunity
to utilize excess capacity on an interruptible basis. The Oasis pipeline is a
600-mile, 36-inch diameter natural gas pipeline which connects the Waha, Texas
hub to the Katy, Texas hub. The Oasis pipeline has a 1 Bcf/d of throughput
capacity. We use the equity method of accounting for this investment.
At December 31, 1998, AQP owned and/or operated an interest in four natural gas
processing plants listed. Set forth below is information with respect to AQP's
processing plants as of December 31, 1999:
GAS GAS NGLS
THROUGHPUT THROUGHPUT PRODUCTION
CAPACITY(a) (a), (b) (a), (b)
PROCESSING PLANTS (MMcf/d) (MMcf/d) (MBbls/d)(c)
- ----------------------------------------------------------------------------------------------------------------
La Grange, Texas 230 144 17.3
Somerville, Texas 28 18 .3
Benedum, Texas 20% 125 20 .9
Elk City, Oklahoma 115 70 3.7
- ----------------------------------------------------------------------------------------------------------------
Total owned plants 498 252 22.2
Katy, Texas (d)(e) -- 196 --
- ----------------------------------------------------------------------------------------------------------------
TOTAL 498 448 22.2
================================================================================================================
a) ALL CAPACITY AND VOLUME INFORMATION IS APPROXIMATE. CAPACITY FIGURES ARE
MANAGEMENT'S ESTIMATES BASED ON EXISTING FACILITIES WITHOUT REGARD TO THE
PRESENT AVAILABILITY OF NATURAL GAS.
b) VOLUMES FROM JOINT VENTURES HAVE BEEN INCLUDED AT THE PRESENT AQP OWNERSHIP
INTEREST.
c) THOUSANDS OF BARRELS PER DAY (MBbls/d).
d) THIS PLANT IS OWNED AND OPERATED BY A THIRD PARTY FORM WHICH AQP RECEIVES A
PORTION OF THE NGL'S PRODUCED FROM GAS AQP DELIVERS TO THE PLANT. THIS
PLANT IS INCLUDED IN THIS SECTION FOR INFORMATIONAL PURPOSES TO SHOW THE
GAS THROUGHPUT AND NGL'S PRODUCTION AQP RECEIVED UTILIZING THE ACCESS TO
THIS PLANT.
e) IN 1999, AQP ELECTED TO BYPASS THE KATY, TEXAS PLANT AND RECEIVE PAYMENT IN
BTU VALUE DUE TO THE DEPRESSED NGL'S COMMODITY PRICES.
The availability of natural gas reserves to AQP depends on their development
in the area served by its pipelines and on AQP's ability to purchase gas
currently sold to or transported through other pipelines. The development of
additional gas reserves will be affected by many factors including the prices
of natural gas and crude oil, exploration and development costs and the
presence of natural gas reserves in the areas served by AQP's systems.
INDEPENDENT POWER PROJECTS
Information regarding the company's generating projects is set forth below.
TYPE OF PERCENT CAPACITY
PROJECT & LOCATION INVESTMENT OWNED (MW)(a) FUEL DATE IN SERVICE
- ------------------------------------------------------------------------------------------------------------------
Mega Renewable G.P., 4 projects in General 49.75% 12.2 Hydro Spring 1987(b)
California partnership
Topsham Hydro Partners, Maine Leveraged lease 50.00 13.9 Hydro October 1987
Stockton CoGen Company, California General 50.00 60.0 Coal March 1988(c)
partnership
BAF Energy L.P., California Limited 23.10 120.0 Natural Gas May 1989
partnership
Rumford Cogeneration Company L.P., Limited 24.30 85.0 Coal and May 1990
Maine partnership waste wood
Koma Kulshan Associates, Washington Limited 49.75 13.7 Hydro October 1990
partnership
Badger Creek Limited, California Limited 49.75 50.0 Natural Gas April 1991
partnership
Live Oak Limited, California Limited 50.00 50.0 Natural Gas April 1992(d)
partnership
Lockport Energy Associates, L.P.,
New York Limited 16.58 180.0 Natural Gas December 1992
partnership
Orlando Cogen Limited, L.P., Florida Limited 50.00 125.7 Natural Gas September 1993
partnership
Jamaica Private Power Company, Jamaica Limited 24.09 60.0 Diesel January 1997
liability Company
- ------------------------------------------------------------------------------------------------------------------
a) NOMINAL GROSS CAPACITY.
b) INTEREST ACQUIRED IN JUNE 1989.
c) INTEREST ACQUIRED IN DECEMBER 1988.
d) INTEREST SOLD IN JANUARY 2000.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There were no matters submitted to a vote of security holders in the fourth
quarter of 1999.
PART 2
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The company's common stock (par $1) is listed on the New York, Pacific and
Toronto stock exchanges under the symbol UCU. At December 31, 1999, the
company had 40,317 common shareholders of record. Information relating to
market prices of common stock and cash dividends on common stock is set forth
in the table below.
MARKET PRICE
CASH
HIGH (a) LOW (a) DIVIDENDS (a)
- ----------------------------------------------------------------------------------------------------------
1999 QUARTERS
First $23.58 $22.44 $.30
Second $25.13 $22.63 $.30
Third $24.56 $21.00 $.30
Fourth $22.00 $19.00 $.30
1998 QUARTERS
First $26.29 $23.33 $.30
Second $26.33 $23.21 $.30
Third $26.25 $22.63 $.30
Fourth $24.46 $22.87 $.30
==========================================================================================================
ITEM 6. SELECTED FINANCIAL DATA.
In millions (except per share) 1999 1998 1997 1996 1995
- ------------------------------------------------------------------------------------------------------------------------
Sales $18,621.5 $12,563.4 $8,926.3 $4,332.3 $2,792.6
Gross Profit 1,156.8 967.4 954.3 912.0 906.5
Net income 160.5 132.2 122.1 105.8 79.8
Earnings available for common shares 160.5 132.2 121.8 103.7 77.7
Basic earnings per common share 1.75 1.65 1.51 1.46 1.15
Diluted earnings per common share 1.75 1.63 1.51 1.46 1.14
Cash dividends per common share 1.20 1.20 1.17 1.17 1.15
Total assets 7,538.6 6,130.9 5,113.5 4,739.8 3,885.9
Short-term debt (including current maturities) 291.7 484.4 263.4 277.7 303.7
Long-term debt 2,202.3 1,376.6 1,358.6 1,470.7 1,355.4
Company-obligated mandatorily redeemable preferred
securities of a partnership 100.0 100.0 100.0 100.0 100.0
Company obligated mandatorily redeemable security of
trust holding solely parent company senior deferred notes 250.0 -- -- -- --
Preference and preferred stock -- -- -- 25.0 25.4
Common shareholders' equity 1,525.4 1,446.3 1,163.6 1,158.0 946.3
- ------------------------------------------------------------------------------------------------------------------------
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION.
The information required by this item is incorporated
by reference to pages 25 through 37 in the company's 1999
Annual Report to Shareholders.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The information required by this item is incorporated by reference
to pages 33 and 34 in the company's 1999 Annual Report to Shareholders.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information required by this item is incorporated by
reference to pages 38 through 58 of the company's 1999 Annual
Report to Shareholders.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART 3
ITEMS 10, 11, 12 AND 13. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY,
EXECUTIVE COMPENSATION, SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT, AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information regarding these items appear in our proxy statement and
is hereby incorporated by reference in this Annual Report on Form 10-K. For
information with respect to the executive officers of the company, see
"Executive Officers of the Registrant" following Item 1 in Part 1 of this
Form 10-K.
PART 4
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
The following documents are filed as part of this report:
(a)(1) FINANCIAL STATEMENTS:
PAGE NO.
--------
Consolidated Statements of Income for the three years ended December 31, 1999.......................... *
Consolidated Balance Sheets at December 31, 1999 and 1998.............................................. *
Consolidated Statements of Common Shareholders' Equity for the three years ended December 31,1999...... *
Consolidated Statements of Comprehensive Income for the three years ended December 31, 1999............ *
Consolidated Statements of Cash Flows for the three years ended December 31, 1999...................... *
Notes to Consolidated Financial Statements............................................................. *
Report of Independent Public Accountants............................................................... *
* Incorporated by reference to pages 38 through 58 of the company's 1999 Annual
Report to Shareholders.
(a)(2) FINANCIAL STATEMENT SCHEDULE
Report of Independent Accountants on Financial Statement Schedule II.................................. 19
Valuation and Qualifying Accounts for the years 1999, 1998 and 1997................................... 20
All other schedules are omitted because they are not applicable or the
required information is shown in the financial statements or notes thereto.
(3) LIST OF EXHIBITS *
(a) The following exhibits relate to a management contract or compensatory
plan or arrangement:
10(a)(1) UtiliCorp United Inc. Deferred Income Plan.
10(a)(2) UtiliCorp United Inc. Amended and Restated, 1986 Stock Incentive Plan.
10(a)(3) UtiliCorp United Inc. Amended and Restated, Annual and Long-Term Incentive Plan.
10(a)(4) UtiliCorp United Inc. 1990 Non-Employee Director Stock Plan, including all amendments.
10(a)(5) Severance Compensation Agreement.
10(a)(6) Executive Severance Payment Agreement.
10(a)(7) Split Dollar Agreement.
10(a)(8) Supplemental Retirement Agreement.
10(a)(9) UtiliCorp United Inc. Life Insurance Program for Officers.
10(a)(10) Summary of Terms and Conditions of Employment of Charles K. Dempster.
10(a)(11) Supplemental Executive Retirement Plan, Amended and Restated, including all amendments.
10(a)(12) Employment Agreement for Richard C. Green, Jr.
10(a)(13) Employment Agreement for Robert K. Green.
10(a)(14) Capital Accumulation Plan, including all amendments.
10(a)(15) Supplemental Contributory Retirement Plan, including all amendments.
* Incorporated by reference to the Index to Exhibits.
REPORTS ON FORM 8-K
(B) REPORTS ON FORM 8-K FOR THE QUARTER ENDED DECEMBER 31, 1999, WERE PREVIOUSLY
REPORTED IN OUR FORM 10-Q FOR THE QUARTER ENDING SEPTEMBER 30, 1999.
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors and Shareholders of UtiliCorp United Inc.:
We have audited in accordance with auditing standards generally accepted in
the United States, the consolidated financial statements for 1999, 1998, and
1997 described on page 58 of UtiliCorp United Inc.'s Annual Report to
Shareholders, which is incorporated by reference in this Form 10-K, and have
issued our report thereon dated February 1, 2000. Our audits were made for
the purpose of forming an opinion on those statements taken as a whole. The
Financial Statement Schedule listed in Item 14(a)2 is the responsibility of
the company's management and is presented for the purposes of complying with
the Securities and Exchange Commission's rules and is not part of the basic
financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic consolidated financial
statements, and, in our opinion, fairly states in all material respects the
financial data required to be set forth therein in relation to the basic
consolidated financial statements taken as a whole.
/s/ ARTHUR ANDERSEN LLP
Kansas City, Missouri
February 1, 2000
UTILICORP UNITED INC.
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
FOR THE THREE YEARS ENDED DECEMBER 31, 1999
(IN MILLIONS)
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- ----------------------------------------------------------------------------------------------------------------------------------
ADDITIONS/DEDUCTIONS
ADDITIONS FROM RESERVES
BEGINNING BALANCE CHARGED TO FOR PURPOSES ENDING BALANCE AT
DESCRIPTION AT JANUARY 1 EXPENSE FOR WHICH CREATED DECEMBER 31
- ----------------------------------------------------------------------------------------------------------------------------------
PRICE RISK MANAGEMENT:
Credit and Service Reserves:
1999 $52.5 $ -- $21.2 $31.3
1998 $60.4 $ -- $ 7.9 $52.5
1997 $57.2 $3.2 $ -- $60.4
Reserve for United Kingdom gas
contracts:
1999 $ -- $ -- $ -- $ --
1998 $19.0 $6.6 $25.6 $ --
1997 $14.0 $5.0 $ -- $19.0
ALLOWANCE FOR
DOUBTFUL ACCOUNTS:
1999 $14.9 $26.5 $(6.3) $35.1
1998 $ 9.8 $ 7.8 $(2.7) $14.9
1997 $ 8.9 $ 7.3 $(6.4) $ 9.8
OTHER RESERVES:
1999 $25.8 $ -- $(3.1) $22.7
1998 $23.3 $ -- $ 2.5 $25.8
1997 $16.7 $ -- $ 6.6 $23.3
UTILICORP UNITED INC.
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
- ----------------------------------------------------------------------------------------------------------------------------------
*3(a)(1) Certificate of Incorporation of the Company. (Exhibit 3(a)(1) to the Company's Annual Report on Form 10-K for
the year ended December 31, 1991.)
*3(a)(2) Certificate of Amendment to Certificate of Incorporation of the Company. (Exhibit 4(a)(1) to Registration
Statement No. 33-16990 filed September 3, 1987.)
3(a)(3) Certificate of Designation to Certificate of Incorporation of the Company, dated December 28, 1988.
3(a)(4) Certificate of Designation to Certificate of Incorporation of the Company, dated February 19, 1992.
*3(a)(5) Certificate of Amendment to Certificate of Incorporation of the Company (Exhibit 4(a)(5) to the Company's
Registration Statement No. 33-50260, filed July 31, 1992.)
3(a)(6) Certificate of Designation to Certificate of Incorporation of the Company, dated December 30, 1996.
*3(a)(7) Certificate of Amendment to Certificate of Incorporation of
the Company (Exhibit 3.2 to the Company's Quarterly Report
on Form 10-Q for the period ended June 30, 1998.)
*3(b) By-laws of the Company as amended. (Exhibit 3.1 on Form 10-Q for the quarter ended June 30, 1998.)
*4(a)(1) Indenture, dated as of November 1, 1990, between the Company and The First National Bank of Chicago, Trustee.
(Exhibit 4(a) to the Company's Current Report on Form 8-K, dated November 30, 1990.)
*4(a)(2) First Supplemental Indenture, dated as of November 27, 1990. (Exhibit 4(b) to the Company's Current Report on
Form 8-K, dated November 30, 1990.)
*4(a)(3) Second Supplemental Indenture, dated as of November 15,
1991. (Exhibit 4(a) to UtiliCorp United Inc.'s Current
Report on Form 8-K dated December 19, 1991.)
*4(a)(4) Third Supplemental Indenture, dated as of January 15, 1992. (Exhibit 4(c)(4) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1991.)
*4(a)(5) Fourth Supplemental Indenture, dated as of February 24, 1993. (Exhibit 4(c)(5) to the Company's Annual Report
on Form 10-K for the year ended December 31, 1992.)
*4(a)(6) Fifth Supplemental Indenture, dated as of April 1, 1993. (Exhibit 4(c)(6) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1993.)
*4(a)(7) Sixth Supplemental Indenture, dated as of November 1, 1994. (Exhibit 4(d)(7) to the Company's Registration
Statement on Form S-3 No. 33-57167, filed January 4, 1995.)
*4(a)(8) Seventh Supplemental Indenture, dated as of June 1, 1995. (Exhibit 4 to the Company's Form 10-Q for the period
ended June 30, 1995.)
*4(a)(9) Eighth Supplemental Indenture, dated as of October 1, 1996
(Exhibit 4(b)(9) to the Company's Annual Report on Form
10-K for the year ended December 31, 1996).
*4(a)(10) Ninth Supplemental Indenture, dated as of September 1, 1997 (Exhibit 4 to the Company's quarterly report on
Form 10-Q for the period ended September 30, 1997).
*4(a)(11) Tenth Supplemental Indenture, dated as March 31, 1999 (Exhibit 4(c)(11) to the Company's Registration
Statement on Form S-4 No. 333-83979, filed July 29, 1999.)
*4(a)(12) Eleventh Supplemental Indenture, dated as of July 20, 1999 (Exhibit 4(c)(12) to the Company's Registration
Statement on Form S-4 No. 333-83979, filed July 29, 1999.)
*4(a)(13) Twelfth Supplemental Indenture, dated as of September 29,
1999 (Exhibit 4(d)(14) to the Company's Form 8-K filed
October 6, 1999.)
4(a)(14) Thirteenth Supplemental Indenture, dated as of November 16, 1999.
*4(b) Twentieth Supplemental Indenture, dated as of May 26, 1989, Supplement to Indenture of Mortgage and Deed of
Trust, dated July 1, 1951. (Exhibit 4(d) to Registration Statement No. 33-45382, filed January 30, 1992.)
*4(c)(1) Indenture, dated as of June 1, 1995, Junior Subordinated
Debentures. (Exhibit 4(d)(1) to the Company's Annual Report
on Form 10-K for the year ended December 31, 1995.)
*4(c)(2) First Supplemental Indenture, dated as of June 1, 1995, Supplement to Indenture dated June 1, 1995.
(Exhibit 4(d)(2) to the Company's Annual Report on Form 10-K for the year ended December 31, 1995.) Long-term
debt instruments of the Company in amounts not exceeding 10 percent of the total assets of the Company and
its subsidiaries on a consolidated basis will be furnished to the Commission upon request.
*4(d) Form of Rights Agreement between UtiliCorp United Inc. and First Chicago Trust Company of New York, as Rights
Agent. (Exhibit 4 to the Company's Form 10-Q for the period ended September 30, 1996.)
*10(a)(1) UtiliCorp United Inc. Deferred Income Plan. (Exhibit 10(a)(2) to the Company's Annual Report on Form 10-K for
the year ended December 31, 1991.)
10(a)(2) UtiliCorp United Inc. Amended and Restated 1986 Stock Incentive Plan.
10(a)(3) UtiliCorp United Inc. Amended and Restated Annual and Long-Term Incentive Plan.
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
10(a)(4) UtiliCorp United Inc. 1990 Non-Employee Director Stock Plan, including all amendments.
*10(a)(5) Form of Severance Compensation Agreement between UtiliCorp United Inc., and certain Executives of the Company.
(Exhibit 10 (a)(7) to the Company's Annual Report on Form
10-K for the year ended December 31, 1995.)
*10(a)(6) Executive Severance Payment Agreement (Exhibit 10 to the Company's Quarterly Report on Form 10-Q filed for the
quarter ended September 30, 1993.)
*10(a)(7) Split Dollar Agreement dated as of June 12, 1985, between the Company and James G. Miller.
(Exhibit 10(a)(10) to the Company's Annual Report on Form 10-K for the year ended December 31, 1994.)
*10(a)(8) Supplemental Retirement Agreement dated as of January 27, 1983, between the Company and James G. Miller.
(Exhibit 10(a)(11) to the Company's Annual Report on Form 10-K for the year ended December 31, 1994.)
*10(a)(9) UtiliCorp United Inc. Life Insurance Program for Officers. (Exhibit 10 (a)(13) to the Company's Annual Report
on Form 10-K for the year ended December 31, 1995.)
*10(a)(10) Summary of Terms and Conditions of Employment of Charles K. Dempster. (Exhibit 10 to the Company's quarterly
report on Form 10-Q for the period ended March 31, 1996.)
10(a)(11) Supplemental Executive Retirement Plan, Amended and Restated, including all amendments.
*10(a)(12) Employment Agreement for Richard C. Green, Jr. (Exhibit 10.4 on Form 10-Q for the quarter ended June 30, 1998.)
*10(a)(13) Employment Agreement for Robert K. Green (Exhibit 10.5 on Form 10-Q for the quarter ended June 30, 1998.)
10(a)(14) Capital Accumulation Plan, including all amendments.
10(a)(15) Supplemental Contributory Retirement Plan, including all amendments.
13 Annual Report to Shareholders for the year ended December 31, 1999
21 Subsidiaries of the Company.
23 Consent of Arthur Andersen LLP.
27 Financial Data Schedule.
*Exhibits marked with an asterisk are incorporated by reference as indicated
pursuant to Rule 12(b)-23.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, there unto duly authorized.
UTILICORP UNITED INC.
BY: /s/ RICHARD C. GREEN, JR. CHAIRMAN OF THE BOARD OF DIRECTORS AND
------------------------- CHIEF EXECUTIVE OFFICER
RICHARD C. GREEN, JR.
DATE: MARCH 24, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
BY: /s/ RICHARD C. GREEN, JR.
---------------------------
RICHARD C. GREEN, JR. CHAIRMAN OF THE BOARD OF DIRECTORS AND
DATE: MARCH 24, 2000 CHIEF EXECUTIVE OFFICER
/s/ ROBERT K. GREEN
---------------------------
BY: ROBERT K. GREEN PRESIDENT, CHIEF OPERATING OFFICER AND DIRECTOR;
DATE: MARCH 24, 2000 CHAIRMAN, AQUILA ENERGY
/s/ PETER S. LOWE
---------------------------
BY: PETER S. LOWE SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
DATE: MARCH 24, 2000
/s/ JOHN R. BAKER
---------------------------
BY: JOHN R. BAKER DIRECTOR
DATE: MARCH 24, 2000
/s/ AVIS G. TUCKER
---------------------------
BY: AVIS G. TUCKER DIRECTOR
DATE: MARCH 24, 2000
/s/ ROBERT F. JACKSON
---------------------------
BY: ROBERT F. JACKSON DIRECTOR
DATE: MARCH 24, 2000
/s/ L. PATTON KLINE
---------------------------
BY: L. PATTON KLINE DIRECTOR
DATE: MARCH 24, 2000
/s/ HERMAN CAIN
---------------------------
BY: HERMAN CAIN DIRECTOR
DATE: MARCH 24, 2000
/s/ IRVINE O. HOCKADAY, JR.
---------------------------
BY: IRVINE O. HOCKADAY, JR. DIRECTOR
DATE: MARCH 24, 2000
/s/ DR. STANLEY O. IKENBERRY
---------------------------
BY: DR. STANLEY O. IKENBERRY DIRECTOR
DATE: MARCH 24, 2000
/s/ DR. SHIRLEY ANN JACKSON
---------------------------
BY: DR. SHIRLEY ANN JACKSON DIRECTOR
DATE: MARCH 24, 2000
/s/ RONALD T. LEMAY
---------------------------
BY: RONALD T. LEMAY DIRECTOR
DATE: MARCH 24, 2000