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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
/X/ Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 1993 or
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/ / Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ______________ to ______________
Commission file number 1-3562
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UTILICORP UNITED INC.
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(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.)
3000 Commerce Tower, 911 Main, Kansas City, Missouri 64105
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (816) 421-6600
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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 Preference Stock, no par value,
$1.775 Series New York Stock Exchange
- ------------------------------------------- -----------------------
Preference Stock, no par value,
$2.05 Series New York Stock Exchange
- ------------------------------------------- -----------------------
Convertible Subordinated Debentures,
6-5/8%, due July, 2011 New York Stock Exchange
- ------------------------------------------- -----------------------
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 Regulations 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. [x]
The aggregate market value of the voting stock held by nonaffiliates of the
registrant is $1,222,758,766 based on the February 18, 1994, New York Stock
--------------
Exchange closing price of $29.75.
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Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the close of the latest practicable date.
Class Outstanding at March 3, 1994
----- ----------------------------
Common Stock, par value $1.00 per share 42,180,202
- ---------------------------------------
The following documents, or parts thereof, are incorporated herein by reference:
Document Where Incorporated
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1993 Annual Report to Shareholders Parts I, II and IV
1994 Proxy Statement Part III
UTILICORP UNITED INC.
FORM 10-K
For the fiscal year ended December 31, 1993
TABLE OF CONTENTS
Description Page
PART I ----------- ----
Item 1. Business I-1
Item 2. Properties I-6
Item 3. Legal Proceedings I-10
Item 4. Submission of Matters to a Vote
of Security Holders I-11
PART II
Item 5. Market for the Company's Common Stock
and Related Stockholder Matters II-1
Item 6. Selected Financial Data II-1
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of
Operations II-1
Item 8. Financial Statements and Supplementary
Data II-2
Item 9. Changes In and Disagreements With
Accountants on Accounting and
Financial Disclosure II-2
PART III
Item 10. Directors and Executive Officers of
the Company III-1
Item 11. Executive Compensation III-1
Item 12. Security Ownership of Certain Beneficial
Owners and Management III-1
Item 13. Certain Relationships and Related
Transactions III-1
PART IV
Item 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K IV-1
Index to Exhibits IV-6
Signatures IV-9
i
UTILICORP UNITED INC.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
GENERAL DEVELOPMENT OF BUSINESS.
UtiliCorp United Inc. (the company) is an electric and natural gas utility
company with total assets of more than $2.8 billion. The company was formed in
1985 from Missouri Public Service Company. Today it operates utilities in eight
states through seven divisions, and in one Canadian province through a
subsidiary. At December 31, 1993, the company had approximately 1,158,000
utility customers and 4,700 employees.
The operating divisions of UtiliCorp are Missouri Public Service,
WestPlains Energy, Peoples Natural Gas, Michigan Gas Utilities, West Virginia
Power, Northern Minnesota Utilities and Kansas Public Service. West Kootenay
Power operates as a Canadian subsidiary. In addition to these utility
operations, the company is active in non-regulated areas of the utility industry
through two subsidiaries, Aquila Energy Corporation (Aquila) and UtilCo Group.
The company also markets natural gas in the United Kingdom through several joint
ventures and owns joint venture interests in electric distribution operations in
New Zealand.
Aquila was originally purchased as part of Peoples Natural Gas. It was
made a wholly-owned subsidiary of UtiliCorp in 1986 to take advantage of the
many marketing and transportation opportunities created by deregulation of the
natural gas industry. See page I-4 for further discussion.
Formed in 1986, UtilCo Group held ownership interests in 15 independent
power projects in six states at December 31, 1993. These projects have an
aggregate capacity of 732 MW. UtilCo Group's ownership interests range from 15%
to 50%, and its share of project assets at the end of 1993 totaled $363.1
million.
United Gas, the company's natural gas marketing venture in the United
Kingdom (U.K.), became a contributor to earnings in 1993 due to continued
efforts to further develop markets in areas of the U.K. where it supplies gas.
The company and six regional electric distribution utilities in the U.K. have
entered into joint venture agreements to supply gas to large volume customers in
the electric utilities' service areas via facilities owned by British Gas.
In July 1993, the company finalized a joint venture arrangement with the
Waikato Electricity Authority in New Zealand. Under the arrangement, UtiliCorp
agreed to purchase a 33% interest in Waikato-based WEL Energy Group Ltd. (WEL),
for approximately $21 million to be paid over time. The company paid $2.7
million at closing and will make additional investments in the future based on
the capital requirements of WEL.
The business of the company is seasonal only to the extent that weather
patterns may have an effect on revenues. The electric revenues of the company's
Missouri Public Service and WestPlains Energy divisions peak during the summer
months while the electric revenues of its West Virginia Power division and the
West Kootenay Power subsidiary peak during the winter months. The company's gas
and energy related businesses revenues peak during the winter months.
The company's strategy is to balance its services by business segment,
region, climate, and regulatory jurisdiction, and to be in the forefront of
utility deregulation. In pursuit of these goals, the company actively seeks
expansion opportunities in both the regulated and non-regulated segments of the
industry.
I-1
Additional information related to key events in 1993 and the general
development of the company can be found under "Key Events of 1993" on page 17
and in Note 2 on page 37 of the company's 1993 Annual Report to Shareholders.
Such information is incorporated by reference herein.
FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS.
Segment information for the three years ended December 31, 1993 appears in
Note 12 on page 47 of the company's 1993 Annual Report to Shareholders. Such
information is incorporated by reference herein.
NARRATIVE DESCRIPTION OF BUSINESS.
ELECTRIC OPERATIONS
Through three of its divisions, Missouri Public Service ("MPS"), WestPlains
Energy ("WPE") and West Virginia Power ("WVP"), and one subsidiary, West
Kootenay Power, Ltd. ("WKP"), the company serves approximately 418,000 electric
customers in four states and British Columbia.
Over each of the last three years, the largest customer class has been
residential sales which have accounted for approximately 36%, 35% and 39% of
Megawatt hour ("MWH") sales during 1993, 1992 and 1991, respectively, and 43%,
42% and 46% of total electric revenues during the same period. A summary of the
company's electric revenues, MWH sales, and customers, by class is set forth
under "Electric Operations" on page 54 of the company's 1993 Annual Report to
Shareholders. Such information is incorporated by reference herein.
The electric segment has generated an average of 62% of its energy
requirements over the past three years while purchasing the remainder through
firm contracts and spot market purchases. The following table shows the overall
fuel and purchased power mix for the past three years:
Source 1993 1992 1991
------ ---- ---- ----
Coal 41.0% 42.5% 46.2%
Purchased Power 40.8 40.2 32.0
Hydro 14.0 15.2 20.0
Gas & Oil 4.2 2.1 1.8
------ ------ ------
100.0% 100.0% 100.0%
------ ------ ------
------ ------ ------
A divisional summary of generation capability, firm purchased power contracts
and cost of energy is set forth in Exhibit 99(a) to this Annual Report on Form
10-K and is incorporated by reference herein.
As part of the acquisition of WPE in 1991, the company entered into a long-
term operating lease of an 8% interest in the Jeffrey Energy Center ("Jeffrey"),
a 2,070-megawatt coal-fired generating station. (See the related discussion
under "Commitments and Contingencies" on page 45 of the company's 1993 Annual
Report to Shareholders. Such information is incorporated by reference herein.)
The company through its MPS division also has an 8% ownership interest in
Jeffrey.
In late 1992 and early 1993, the company renegotiated its major coal supply
and rail contracts, all at favorable prices. These contracts supply a
substantial portion of the company's coal requirements. The company also
purchases coal in the spot market when market conditions dictate.
A summary of the electric operations is set forth on pages 18 and 19 of the
company's 1993 Annual Report to Shareholders. Such information is incorporated
by reference herein.
I-2
Competition
The company believes that competition possible as a result of open
transmission legislation now being considered by Congress may benefit the
electric industry. The company is confident that its electric utilities will be
able to compete effectively with outside producers in providing electric service
to existing and new customers.
GAS OPERATIONS
The company serves approximately 740,000 customers in eight states through
its Peoples Natural Gas ("PNG"), Michigan Gas Utilities ("MGU"), Northern
Minnesota Utilities ("NMU"), Kansas Public Service ("KPS"), WVP and MPS
divisions.
Residential sales have accounted for approximately 55%, 54% and 52% of gas
revenues during 1993, 1992 and 1991, respectively, and approximately 51%, 50%
and 47% of thousand cubic feet ("MCF") tariff gas volumes sold during 1993, 1992
and 1991, respectively. Gas volumes delivered for third parties have averaged
approximately 47% of total MCF deliveries over the past three years due
primarily to the deregulation within the natural gas industry. A summary of the
company's gas revenues, MCF sales and customers, by class, for the past three
years is set forth under "Gas Operations" on page 54 of the company's 1993
Annual Report to Shareholders. Such information is incorporated by reference
herein.
In 1993, the company's gas divisions purchased approximately 71% of their
gas supply requirements through spot market purchases. A divisional summary of
information on contract and spot market purchases and gas costs is set forth in
Exhibit 99(b) to this Annual Report on Form 10-K, and is incorporated by
reference herein.
Recent Acquisition
On February 1, 1993, the company purchased the Nebraska gas distribution
system of Arkla, Inc.'s ("Arkla") Minnegasco division ("Nebraska System") for
approximately $99 million, including $21 million in working capital. The
Nebraska System serves about 124,000 gas customers in 63 eastern Nebraska
communities, including the city of Lincoln. The Nebraska System is being
operated as part of PNG.
Pending Acquisitions
On May 7, 1993, the company signed an acquisition agreement with Arkla to
purchase its Kansas gas distribution and transmission systems ("Kansas Systems")
for approximately $25 million. The Kansas Systems serve about 22,000 customers
in Wichita and several surrounding communities.
The company expects to complete the acquisition of the Kansas Systems in
the first half of 1994. The transaction is subject to the receipt of regulatory
approval. Upon completion, the Kansas Systems will be operated as part of PNG.
On February 15, 1994, the company announced the signing of a definitive
agreement for the purchase of a Missouri intrastate natural gas pipeline system
owned by Edisto Resources Corporation. The $75 million purchase price includes
the gas distribution system at Fort Leonard Wood, Missouri along with a pipeline
that crosses the Mississippi river north of St. Louis. The transaction requires
regulatory approval and is expected to close later in 1994.
A summary of the gas operations is set forth on pages 20 and 21 of the
company's 1993 Annual Report to Shareholders. Such information is incorporated
by reference herein.
I-3
Competition
The company's gas divisions are subject to competition in the industrial
sector from fuel oil, propane, coal and waste wood. The company has been able
to maintain its customer base through flexible tariff rates, attractive storage
pricing and transportation services. The company believes it can continue to
retain industrial customers through such mechanisms in the future.
Residential customer competition comes primarily from electric utility
incentives and low-cost financing offers. The company has been able to maintain
its customer base through similar programs of its own.
ENERGY RELATED BUSINESSES
Aquila formed three business units in 1989 to focus on various segments of
its operations: Aquila Energy Marketing Corporation, Aquila Energy Resources
Corporation and Aquila Gas Pipeline Corporation (formerly Aquila Gas Systems
Corporation). In October 1993, Aquila Gas Pipeline Corporation (AGP) completed
an initial public offering of 5.4 million shares of common stock, representing
about 18% of the outstanding stock of AGP.
Aquila Energy Marketing Corporation (AEM) has a marketing, supply and
transportation network consisting of relationships with more than 1,700 gas
producers and 800 local distribution companies and end-users throughout the
United States, Mexico and Canada. Through more than 350 transportation
agreements, it has over 13,000 gas receiving and delivery points available on a
network of 33 pipelines.
Aquila Energy Resources Corporation (AER) acquires proved gas and oil
reserves and operates onshore and offshore production facilities. Supplementary
information on gas and oil-producing activities appears in Note 13 on pages 48
and 49 of the company's 1993 Annual Report to Shareholders. Such information is
incorporated by reference herein.
In 1991, the company, through Aquila, purchased the remaining 51%
partnership interest in Aquila-Clajon Limited Holdings, L.P. and Aquila-Clajon
General Holdings, L.P. (collectively, the "Clajon Partnerships"). The Clajon
Partnerships were renamed Aquila Southwest which is now a primary component of
the operations of AGP.
AGP owns and operates a 2,300-mile intrastate gas transmission and
gathering network, four processing plants that extract and sell natural gas
liquids and a subsidiary that markets natural gas.
AER's net gas and oil production, average gross sales price per MCF of gas
and per barrel of oil, and average production costs of gas and oil stated on an
MCF equivalent basis are reflected below:
Production(1) Average Gross
---------------- Sales Price
Gas Oil ------------------- Average Production
Year (MCF) (Bbls.) Per MCF Per Bbl. Costs per MCFe(2)
---- ------ ------- ------- -------- ------------------
1993 23,291 1,070 $2.38 $18.12 $0.59
1992 24,110 1,444 $1.68 $19.78 $0.58
1991 28,646 1,669 $1.65 $22.54 $0.39
(1) Production volumes are in thousands.
(2) Oil production is converted into MCF equivalents at a rate of six MCF per
barrel, representing the approximate relative energy content of oil and
natural gas.
I-4
AEM has entered into numerous long-term gas supply contracts at fixed
prices. At December 31, 1993, AEM had minimum fixed price sales obligations of
29.0, 15.2, 15.2, 15.2 and 15.2 BCF for deliveries in the year 1994 to 1998,
respectively, at prices that range from $1.73 to $3.41 per MCF.
During 1993, Aquila continued its review of its long-term strategy which
began in mid-1992. Upon completion of this planning process, the company
recorded an after tax restructuring charge of $45 million. For additional
information regarding the operations of Aquila, the initial public offering of
AGP, the revised long-term strategy and the restructuring charge, please refer
to pages 23, 24 and 25 of the 1993 Annual Report to Shareholders and Notes 3 and
4 to the Consolidated Financial Statements included therein. Such information
is incorporated by reference herein.
In June 1992, the company and Aquila filed a lawsuit in a Houston, Texas
federal court against two former officers of AER, as well as the wife of one of
them, seeking to recover actual and punitive damages for improper payments
related to the acquisition of gas and oil reserves. The company is also
pursuing action to recover part of the loss through insurance coverage. (See
related discussion under Item 3 Legal Proceedings beginning on Page I-10.)
Competition
Aquila has various competitors for the markets it serves, including other
marketing companies, gas pipelines, distribution companies, major oil and gas
companies and alternative fuels. Aquila's ability to compete successfully and
grow in this environment is contingent upon performance, price and the stability
of the gas markets.
The competition Aquila encounters in acquiring assets typically comes from
pipeline and production companies. The primary focus of all groups is to find
strategically located reserves to support their individual markets.
REGULATION
The following table summarizes the regulatory jurisdictions under which
each of the Company's regulated businesses operates.
Division Jurisdiction
-------- ------------
Kansas Public Service Kansas Corporation Commission
Michigan Gas Utilities Michigan Public Service Commission
Missouri Public Service Public Service Commission of the State of Missouri
Federal Energy Regulatory Commission
Northern Minnesota Utilities Minnesota Public Utilities Commission
Peoples Natural Gas Minnesota Public Utilities Commission
Iowa State Utilities Board
Kansas Corporation Commission
Public Utilities Commission of the State of Colorado
West Kootenay Power, Ltd. British Columbia Utilities Commission
West Virginia Power Public Service Commission of West Virginia
WestPlains Energy Kansas Corporation Commission
Public Utilities Commission of the State of Colorado
Federal Energy Regulatory Commission
There is no state regulatory body in Nebraska which has jurisdiction over
utility operations. However, in Nebraska, municipalities which are served by
PNG regulate rates and services therein.
I-5
Certain of AGP's pipeline volumes and rates are regulated by the Texas
Railroad Commission.
Information related to recent rate related matters is set forth under
"Revenues" on pages 18, 19 and 20 of the company's 1993 Annual Report to
Shareholders. Such information is incorporated by reference herein.
ENVIRONMENTAL
The company is regulated by certain local, state and federal agencies in
the United States and by provincial and federal agencies in Canada. The company
is subject to various environmental regulations including air quality standards
and emission limitations, clean water criteria pertaining to certain facilities
and the handling and disposal of hazardous substances. Compliance with existing
regulations, and those which may be promulgated in the future, can result in
considerable capital expenditures and operation and maintenance expense. A
further discussion of environmental matters is set forth in Note 10 under
"Environmental" on pages 45 and 46 of the company's 1993 Annual Report to
Shareholders. Such information is incorporated by reference herein.
ITEM 2. PROPERTIES
The company owns, through its divisions and Canadian subsidiary, electric
production, transmission and distribution systems and gas transmission and
distribution systems throughout its service territory. The company owns,
through Aquila, proved natural gas and oil reserves and gas gathering,
processing and transportation pipeline systems.
Substantially all of the company's domestic utility plant is mortgaged
under the terms of a First Mortgage Indenture dated January 1, 1946, as
supplemented (the "Indenture"), and a General Mortgage Indenture and Deed of
Trust dated September 15, 1988, as supplemented. Substantially all of MGU's
utility plant is mortgaged under terms pursuant to an Indenture of Mortgage and
Deed of Trust dated July 1, 1951, as supplemented (the "MGU Indenture").
Substantially all of the Company's WKP subsidiary's utility plant is mortgaged
under terms pursuant to a separate indenture.
I-6
UTILITY FACILITIES
The company's electric production facilities, as of December 31, 1993, are
as follows:
Unit
Year Capability
Unit Location Installed (KW Net) Fuel
---- -------- --------- ---------- ----
MPS
Sibley #1 Sibley, Missouri 1960 52,400 Coal
Sibley #2 Sibley, Missouri 1962 52,400 Coal
Sibley #3 Sibley, Missouri 1969 387,900 Coal
Jeffrey #1 Pottawatomie County, Kansas 1978 55,800 Coal
Jeffrey #2 Pottawatomie County, Kansas 1980 53,900 Coal
Jeffrey #3 Pottawatomie County, Kansas 1983 56,000 Coal
Ralph Green #3 Pleasant Hill, Missouri 1981 60,100 Gas
Nevada #1 Nevada, Missouri 1974 18,600 Oil
Greenwood #1 Greenwood, Missouri 1975 46,100 Oil
Greenwood #2 Greenwood, Missouri 1975 44,200 Oil
Greenwood #3 Greenwood, Missouri 1977 47,200 Oil
Greenwood #4 Greenwood, Missouri 1979 45,700 Oil
KCI Platte County, Missouri 1970 23,700 Gas
WPE
Judson Large #4 Dodge City, Kansas 1969 137,000 Gas/Oil
Arthur Mullergren #3 Great Bend, Kansas 1963 92,000 Gas/Oil
Cimarron River #1 Liberal, Kansas 1963 58,000 Gas
Cimarron River #2 Liberal, Kansas 1967 14,000 Gas
Clifton #1 Clifton, Kansas 1974 71,000 Gas
Clifton #2 Clifton, Kansas 1974 2,500 Oil
Jeffrey #1 Pottawatomie County, Kansas 1978 55,800 Coal
Jeffrey #2 Pottawatomie County, Kansas 1980 53,900 Coal
Jeffrey #3 Pottawatomie County, Kansas 1983 56,000 Coal
W.N. Clark #1 Canon City, Colorado 1955 16,840 Coal
W.N. Clark #2 Canon City, Colorado 1959 23,690 Coal
Pueblo #6 Pueblo, Colorado 1949 19,000 Gas/Oil
Diesel #'s 1,2,3,4,5 Pueblo, Colorado 1964 10,000 Oil
Diesel #'s 1,2,3,4,5 Rocky Ford, Colorado 1964 10,000 Oil
WKP
No. 1 Lower Bonnington, British Columbia 1925 41,400 Hydro
No. 2 Upper Bonnington, British Columbia 1907/1916/1940 59,400 Hydro
No. 3 South Slocan, British Columbia 1928 53,200 Hydro
No. 4 Corra Linn, British Columbia 1932 51,300 Hydro
---------
TOTAL 1,769,030
---------
---------
At December 31, 1993, the company owned substations aggregating 8,674,164
KVA, 5,934 miles of transmission line ranging from 34,500 volt to 345,000 volt,
17,648 miles of overhead distribution line and 2,291 miles of underground
distribution line.
At December 31, 1993, the company's gas operations had 21 operating natural
gas compressor stations with 11,692 aggregate total horsepower, 2,839 miles of
gas gathering and transmission pipelines and 18,625 miles of distribution mains
and services located throughout its divisional service territories.
I-7
AQUILA ENERGY CORPORATION PROPERTIES
Supplementary information on gas and oil producing activities of Aquila and
non-regulated operations of a utility division is set forth under "Reserve
Quantity Information (Unaudited)" on pages 48 and 49 of the company's 1993
Annual Report to Shareholders. Such information is incorporated by reference
herein.
The number of productive gas and oil wells in which Aquila has an interest
at December 31, 1993 is reflected below:
Gross Net
----- ---
Natural Gas 280 83
Oil 109 32
--- ---
Total 389 115
--- ---
--- ---
The following table sets forth the gross and net, developed and undeveloped
acreage in which Aquila has an interest as of December 31, 1993:
Developed Undeveloped
Acreage Acreage
---------------- --------------
Gross Net Gross Net
----- --- ----- ---
Oklahoma 67,492 37,835 2,596 871
Louisiana-offshore 81,277 51,459 0 0
Louisiana-onshore 9,248 7,204 1,640 543
Texas-offshore 31,680 20,520 0 0
Texas-onshore 3,540 829 4,321 2,403
------- ------- ------- -------
Total 193,237 117,847 8,557 3,817
------- ------- ------- -------
------- ------- ------- -------
Aquila drilled 1 gross (.3 net) exploratory well during 1993. It drilled
no exploratory wells during either 1992 or 1991. The number of development
wells completed and wells acquired during 1993, 1992 and 1991 follows:
1993 1992 1991
Gross Net Gross Net Gross Net
----- --- ----- --- ----- ----
Wells Completed:
Natural gas 14 5.6 2 1.4 0 0.0
Oil 2 .5 6 1.5 0 0.0
Dry holes 6 2.2 0 0.0 0 0.0
--- --- --- --- --- ----
Total 22 8.3 8 2.9 0 0.0
--- --- --- --- --- ----
--- --- --- --- --- ----
Wells Acquired
(Sold), net:
Natural gas (56) .8 0 0.6 277 58.0
Oil 2 1.7 0 0.9 76 10.0
--- --- --- --- --- ----
Total (54) 2.5 0 1.5 353 68.0
--- --- --- --- --- ----
--- --- --- --- --- ----
At December 31, 1993, Aquila had 7 gross (3.67 net) wells in the process of
being drilled.
I-8
AGP has ten natural gas pipeline systems having an aggregate length of
approximately 2,371 miles and 51 compressor stations having approximately 80,414
horsepower. These pipelines do not form an interconnected system. Set forth
below is information with respect to AGP's pipeline systems as of December 31,
1993:
Daily Capacity Average Daily Gross
Gathering and Date of Initial of Gas Volume of Gas Miles of
Transmission Systems Operation Location (MCF)(1) (MCF)(1) Pipeline(1)
- -------------------- --------------- -------- -------------- -------------- -----------
Southeast Texas January 1980 Southeast Texas 310,000 298,000 1,579
Pipeline System
Elk City Gathering October 1990 Southwest 115,000 78,000 116
System Oklahoma
Mentone Pipeline April 1976 West Texas 60,000 1,000 13
System
Mooreland/Dewey November 1989 Northwest 40,000 16,000 280
Pipeline System Oklahoma
Gomez Pipeline June 1970 West Texas 40,000 1,000 11
System
Maverick County
Pipeline System January 1978 West Texas 20,000 3,000 118
Rhoda Walker Pipeline December 1977 West Texas 20,000 5,000 21
System
Panola County Pipeline May 1981 East Texas 8,000 1,000 24
System
Menard County Pipeline October 1992 West Texas 30,000 4,000 116
System
Brooks - Hidalgo Pipeline
System (2) September 1993 South Texas 75,000 3,000 93
------- -------- ------
718,000 410,000 2,371
------- ------
------- ------
Less: Fuel and Shrinkage (85,000)
--------
TOTAL 325,000
--------
--------
(1) All capacity, volume and mileage information is approximate. Capacity
figures are management's estimates based on existing facilities without
regard to the present availability of natural gas. Volumes presented above
are for residue gas, which is gas that has been processed for the removal
of natural gas liquids.
(2) AGP has entered into a joint venture whereby AGP receives 50% of the
earnings of the pipeline. The average daily volume of gas shown above is
AGP's 50% share.
AGP owns and operates four natural gas processing and treating plants. One
is located in southwest Oklahoma and had a rated capacity and average
utilization of 115,000 MCF and 73,000 MCF, respectively, in 1993. AGP operates
three plants in southeast Texas having rated capacities of 230,000 MCF, 25,000
MCF and 3,000 MCF. Average utilization was 212,000 MCF, 26,000 MCF and 1,000
MCF, respectively, for these plants in 1993.
The availability of natural gas reserves to AGP depends on their
development in the area served by its pipelines and on AGP'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 AGP's systems.
Additional information regarding Aquila's property and other non-regulated
property is set forth in Note 3 on page 38 of the company's 1993 Annual Report
to Shareholders. Such information is incorporated by reference herein.
I-9
OTHER PROPERTIES
Information regarding the company's UtilCo Group subsidiary's generating
projects is set forth in Exhibit 99(c) to this Annual Report on Form 10-K and
incorporated by reference herein.
ITEM 3. LEGAL PROCEEDINGS
On June 17, 1992, a class action suit was filed in the United States
District Court for the Western District of Missouri by a stockholder against the
Company and certain unnamed employees of the Company and/or its subsidiary,
Aquila Energy Corporation. The case caption is WILLIAM ALPERN V. UTILICORP
UNITED INC., ET AL. In this case, plaintiff alleges that the Company violated
various securities laws, including Section 10(b) of the Securities Exchange Act
of 1934, as amended, and Rule 10b-5 of the Securities and Exchange Commission,
both by making misrepresentations and omitting to state material facts in
connection with public disclosures. The plaintiff also alleges a claim under
Section 11 of the Securities Act of 1933, as amended. Among other relief,
plaintiff seeks unspecified compensatory damages. Discovery in the case is now
underway.
On June 17, 1992, UtiliCorp commenced a civil suit against Vincent Marquez
and Richard Stegall, former employees of Aquila Energy Resources Corporation,
and Mr. Stegall's former wife, Corre Stegall. Aquila Energy Resources
Corporation is a wholly-owned subsidiary of Aquila Energy Corporation which, in
turn, is a wholly-owned subsidiary of UtiliCorp. This case was filed in the
United States District Court for the Southern District of Texas in Houston,
alleging that the defendants breached their fiduciary duty, committed fraud,
embezzled plaintiffs' money and converted plaintiffs' funds for defendants' own
use or use of others. Mrs. Stegall filed an answer denying knowledge of any of
the matters alleged. Marquez and Stegall filed a joint answer and counterclaim,
admitting that funds were received by them or other third parties as alleged in
the complaint but denying any wrongdoing on their part and contending that all
such payments were done under the direction and approval of plaintiffs. In
their counterclaim, Marquez and Stegall have alleged five separate claims: (1)
fraud; (2) misrepresentation; (3) fraudulent inducement; (4) tortious
interference; and (5) libel and slander. All of these claims are premised on
the basic factual contentions that UtiliCorp and Aquila authorized and approved
the use of the brokers and the middlemen on the transactions in question,
authorized and approved the payments to the brokers and middlemen on the
transactions in question, and further authorized and approved payments to
Stegall on the transactions in question as extra bonus compensation. Marquez
and Stegall allege that their damages are undetermined, but suggest they have
been damaged in the approximate amount of $7,500,000. Marquez and Stegall have
also filed a third-party complaint against the former president of Aquila,
claiming that he personally authorized and approved all of their conduct which
is the subject matter of plaintiffs' complaint. On April 30, 1993, UtiliCorp
and Aquila amended their complaint, seeking damages of approximately $15
million, and adding 32 additional defendants, consisting of individuals and
corporations who either participated with defendants Marquez and Stegall in the
misappropriation or who received a portion of the misappropriated funds.
UtiliCorp and Aquila also sought injunctive relief against all defendants with
respect to their bank accounts containing these funds. The court granted a
temporary restraining order, but on May 7, dissolved the injunction, except as
to the Marquez Ranch, where the court appointed a Receiver. The court has
denied several motions for summary judgment filed by various defendants who were
added by the amended complaint. The court has granted one motion for summary
judgment, by defendants PK Investments and its principals, Charlene Poulos and
John Keys, but the court has refused to make such judgment final. Ten of the
defendants have all filed counterclaims, sounding in abuse of process, bad
faith, slander, libel and tortious interference, all relating to their joinder
in the lawsuit and the action taken to obtain the temporary restraining order.
I-10
Four defendants have filed additional counterclaims for breach of contract
and fraud relating to the transactions which are the subject of the UtiliCorp
and Aquila claims and are similar to the counterclaims originally asserted by
defendants Marquez and Stegall. The case will be tried in late September or
early October 1994.
On August 13, 1992, a class action suit was filed in the United States
District Court of the Southern District of Texas, Houston Division, against the
Company, Aquila Energy Corporation, Aquila Energy Resources Corporation, Richard
C. Green, Jr., Marc L. Petersen, Richard D. Stegall and Vincent F. Marquez. The
case is captioned MARTIN AND SELMA KAPLAN V. UTILICORP UNITED INC., ET AL. In
this case plaintiffs allege that the defendants violated various securities
laws, including Section 10(b) of the Securities Exchange Act of 1934, as
amended, and Rule 10b-5 of the Securities and Exchange Commission, and allege
common law fraud and deceit, alleging misrepresentations and omissions of
material facts in connection with public disclosures. Plaintiffs sought
unspecified compensatory damages. On November 10, 1992, the District Court
dismissed all counts in the KAPLAN case as to all defendants. The dismissal was
affirmed by the United States Court of Appeals to the Fifth Circuit, and no
further appeals were taken.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No such matters were submitted during the fourth quarter of 1993.
EXECUTIVE OFFICERS OF THE COMPANY
Richard C. Green, Jr. Chairman of the Board of Directors, President and Chief
Executive Officer. Age 39. Chairman of the Board of
Directors since February 1989 and President and Chief
Executive Officer since May 1985.
John R. Baker Vice Chairman. Age 67. Present position three years.
Prior position was Senior Vice President, Corporate
Development for six years.
Robert K. Green Managing Executive Vice President. Age 32. Present
position since May 1993. Previously Executive Vice
President for four months. Prior executive positions
at the company's Missouri Public Service division,
beginning in 1988, included two years as President.
Mr. Green was an attorney during 1987 - 1988 at the
Kansas City law firm of Blackwell Sanders Matheny Weary
& Lombardi.
Joseph J. Colosimo Managing Senior Vice President. Age 43. Present
position since May 1993. Previously Vice President,
Human Resources since 1991. Prior positions include
Corporate Director, Human Resources & Ethics, Loral
Aerospace, 1990 - 1991; Director, Personnel &
Organization, Ford Aerospace, 1988 - 1990; and Manager,
Human Resources, Western Development Laboratories, Ford
Aerospace, 1984 - 1988.
Robert L. Howell Managing Senior Vice President. Age 53. Present
position since May 1993. Previously Vice President,
Corporate Development since 1988. Mr. Howell came to
the Company from National Computer Systems where he had
been Director - New Business Development since 1985.
I-11
Judith A. Samayoa Vice President. Age 41. Present position since
September 1993. Previously Vice President, Accounting
since 1987.
Dale J. Wolf Vice President, Treasurer and Corporate Secretary. Age
54. Present position five years. Prior position was
Vice President, Finance and Treasurer for four years.
James S. Brook Vice President. Age 43. Present position effective
November 1993. Prior position was Senior Vice
President of the Company's Missouri Public Service
division for four years. Mr. Brook also held several
positions at West Kootenay Power, including Treasurer
and Chief Financial Officer from 1980 - 1982 and Vice
President-Finance from 1982 - 1990.
Leo E. Morton Vice President. Age 48. Present position effective
February 1, 1994. Mr. Morton came to the Company from
AT&T where he was employed for 21 years in a variety of
engineering and management positions.
B. C. Burgess Vice President. Age 48. Present position effective
February 1, 1994. Mr. Burgess came to the Company from
Bell Atlantic where he was Vice President - Information
Services from May 1993. Prior position was with Sprint
in various management positions from 1985 - 1993.
Alan R. Caron Vice President. Age 42. Present position effective
February 1, 1994. Prior position was Senior Vice
President at the Company's Missouri Public Service
division since November, 1990. Mr. Caron held various
management positions with E. F. Johnson Company,
Enscan, Inc. and Minnegasco, Inc. (all subsidiaries of
Diversified Energies, Inc.) from 1985 - 1990.
Michael D. Bruhn Vice President. Age 39. Present position effective
February 1, 1994. Prior position was Director -
Corporate Development for the Company since 1991. Prior
to joining the Company, Mr. Bruhn held the position of
Senior Vice President - Corporate Finance at B.C.
Christopher Securities Co. for four years and Vice
President - Corporate Finance at George K. Baum & Co.
for over three years.
All officers are elected annually by the Board of Directors for a term of
one year. Robert K. Green is the brother of Richard C. Green, Jr., and Avis G.
Tucker, Director, is the aunt of Richard C. Green, Jr. and Robert K. Green.
I-12
PART II
ITEM 5. MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
The company's common stock is listed on the New York, Pacific and Toronto
stock exchanges under the symbol UCU. At December 31, 1993, the company had
33,902 common shareholders of record. Information relating to market prices of
Common Stock and cash dividends on Common Stock is set forth in Note 14 on page
50 of the company's 1993 Annual Report to Shareholders. Such information is
incorporated by reference herein.
Cash dividends on the Common Stock of the company and its predecessor have
been paid each year since 1939.
Cash dividends on and acquisition of the company's capital stock are
restricted by provisions of the company's first mortgage indentures and by the
Preference Stock provisions of the Certificate of Incorporation. Under the most
restrictive of these provisions, contained in the MGU Indenture, the company may
not declare or pay any dividend (other than a dividend payable in shares of its
capital stock), whether in cash, stock or otherwise, or make any other
distribution, on or with respect to any class of its capital stock, or purchase
or otherwise acquire any shares of, any class of its capital stock if, after
giving effect thereto, the sum of (i) the aggregate amount of all dividends
declared and all other distributions made (other than dividends declared or
distributions made in shares of its capital stock) on shares of its capital
stock, of any class, subsequent to December 31, 1984, plus (ii) the excess, if
any, of the amount applied to or set apart for the purchase or other acquisition
of any shares of its capital stock, of any class, subsequent to December 31,
1984, over such amounts as shall have been received by the company as the net
cash proceeds of sales of shares of its capital stock, of any class, subsequent
to December 31, 1984, would exceed the sum of the net income of the company
since January 1, 1985, plus $50 million. In addition, the company may not
declare such dividends unless it maintains a tangible net worth of at least $250
million and the aggregate principal amount of its outstanding indebtedness does
not exceed 70% of its capitalization. None of the company's retained earnings
was restricted as to payment of cash dividends on its capital stock as of
December 31, 1993.
ITEM 6. SELECTED FINANCIAL DATA
Information regarding the five-year selected financial data is set forth on
pages 52 and 53 of the company's 1993 Annual Report to Shareholders. Such
information is incorporated by reference herein. Information regarding the
restructuring charge and gain on sale of subsidiary stock can be found in Note 4
on page 39 of the company's 1993 Annual Report to Shareholders. Such
information is incorporated by reference herein. Information concerning utility
and energy related acquisitions and non-regulated property and investments
appears in Note 2 and Note 3, respectively, on pages 37 and 38 of the company's
1993 Annual Report to Shareholders. Such information is incorporated by
reference herein. Information related to the company's capitalization is set
forth under "Consolidated Statement of Capitalization" on page 34 of the
company's 1993 Annual Report to Shareholders. Such information is incorporated
by reference herein.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Management's discussion and analysis of financial condition and results of
operations can be found under "Operations and Finance" on pages 17 through 30 of
the company's 1993 Annual Report to Shareholders. Such information is
incorporated by reference herein.
II-1
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements, together with the report thereon of Arthur
Andersen & Co. dated January 31, 1994, are set forth on pages 32 through 51 of
the company's 1993 Annual Report to Shareholders. Financial statements for the
year ended December 31, 1991, were audited by Price Waterhouse and their report
is set forth on page IV-4 of this Annual Report on Form 10-K. Such information
is incorporated by reference herein.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
On May 5, 1992, the company dismissed Price Waterhouse as its independent
accountants.
The report of Price Waterhouse on the financial statements for the year
ended December 31, 1991 contained no adverse opinion or disclaimer of opinion
and were not qualified or modified as to uncertainty, audit scope or accounting
principle.
The company's Audit Committee and Board of Directors approved the decision
to change independent accountants.
In connection with its audit for the year ended December 31, 1991 and
through May 5, 1992, there had been no disagreements with Price Waterhouse on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements if not resolved
to the satisfaction of Price Waterhouse would have caused them to make reference
thereto in their report on the financial statements for such year.
During the year ended December 31, 1991 and through May 5, 1992, there were
no reportable events (as defined in Regulation S-K Item 304(a)(v)).
The company requested that Price Waterhouse furnish it with a letter
addressed to the SEC stating whether or not it agrees with the above statements.
A copy of such letter, dated May 5, 1992, was filed as Exhibit 16 to the
company's current report on Form 8-K, dated May 5, 1992.
The company engaged Arthur Andersen & Co. as its new independent
accountants as of May 5, 1992 and since that date, there have been no
disagreements with Arthur Andersen & Co. on accounting and financial
disclosures.
II-2
PART III
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 appears in the company's definitive proxy
statement for its annual meeting of shareholders to be held May 4, 1994, and is
hereby incorporated by reference in this Form 10-K Annual Report, pursuant to
General Instruction G(3) of Form 10-K. For information with respect to the
executive officers of the company, see "Executive Officers of the Company"
following Item 4 in Part I.
III-1
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
Page(s)
-------
(a) The following documents are filed as part of this report:
(1) Financial Statements:
Consolidated Statement of Income for the
three years ended December 31, 1993 . . . . . . . . . . . . . . . . 32*
Consolidated Balance Sheet at December 31,
1993, 1992, and 1991. . . . . . . . . . . . . . . . . . . . . . . . 33*
Consolidated Statement of Capitalization at
December 31, 1993, 1992, and 1991 . . . . . . . . . . . . . . . . . 34*
Consolidated Statement of Common Share-
holders' Equity for the three years ended
December 31, 1993 . . . . . . . . . . . . . . . . . . . . . . . . . 34*
Consolidated Statement of Cash Flows
for the three years ended December 31, 1993 . . . . . . . . . . . . 35*
Notes to Consolidated Financial Statements . . . . . . . . . . . . . 36-50*
Report of Arthur Andersen & Co.. . . . . . . . . . . . . . . . . . . 51*
Report of Price Waterhouse . . . . . . . . . . . . . . . . . . . . . IV-4
(2) Financial Statement Schedules:
Report of Independent Accountants on
Financial Statement Schedules - Arthur Andersen & Co. . . IV-3
Report of Independent Accountants on
Financial Statement Schedules - Price Waterhouse. . . . . IV-5
V - Utility Plant and Property In Service for
the years 1993, 1992, and 1991. . . . . . . . . . . . . . S-1 to S-3
VI - Accumulated Depreciation, Depletion and Amortization
of Utility Plant and Property in Service for the years
1993, 1992 and 1991 . . . . . . . . . . . . . . . . . . . S-4 to S-6
VIII - Valuation and Qualifying Accounts for the
years 1993, 1992 and 1991 . . . . . . . . . . . . . . . . S-7
IX - Short-Term Borrowings for the years
1993, 1992, and 1991 . . . . . . . . . . . . . . . . . . S-8 to S-10
X - Supplementary Income Statement Information
for the years 1993, 1992 and 1991 . . . . . . . . . . . . S-11
*Incorporated by reference from the indicated pages of the 1993 Annual
Report to Shareholders.
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:
Incorporated herein by reference to the Index to Exhibits.
The following exhibits relate to a management contract or compensatory plan
or arrangement:
10(a)(2) UtiliCorp United Inc. Deferred Income Plan.
10(a)(3) UtiliCorp United Inc. 1986 Stock Incentive Plan.
10(a)(4) UtiliCorp United Inc. Annual Incentive Plan.
10(a)(5) UtiliCorp United Inc. 1990 Non-Employee Director Stock Plan.
10(a)(6) Supplemental Executive Retirement Agreement dated November 10,
1988, between the company and Edward H. Muncaster.
IV-1
10(a)(7) Supplemental Executive Retirement Agreement dated October 13,
1988, between the company and Dale J. Wolf.
10(a)(8) Severance Compensation Agreement dated as of May 3, 1989, between
the company and each Executive of the Company.
10(a)(9) Executive Severance Payment Agreement
10(a)(10) Temporary Contract Employee Agreement
(b) Reports on Form 8-K.
A current report on Form 8-K dated February 4, 1993, with respect to Items
5 and 7 was filed with the Securities and Exchange Commission by the
company.
A current report on Form 8-K dated February 25, 1993, with respect to
Item 7 was filed with the Securities and Exchange Commission by the
company.
A current report on Form 8-K dated March 22, 1993, with respect to Item 7
was filed with the Securities and Exchange Commission by the company.
A current report on Form 8-K dated September 1, 1993, with respect to
Item 7 was filed with the Securities and Exchange Commission by the
company.
IV-2
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULES
To the Board of Directors
of UtiliCorp United Inc.
We have audited in accordance with generally accepted auditing standards, the
consolidated financial statements for 1993 and 1992 described on page 51 of
UtiliCorp United Inc.'s Annual Report to the Board of Directors and Shareholders
incorporated by reference in this Form 10-K, and have issued our report thereon
dated January 31, 1994. Our audits were made for the purpose of forming an
opinion on those statements taken as a whole. The Financial Statement Schedules
listed in Item 14(a)2 are presented for the purposes of complying with the
Securities and Exchange Commission's rules and are not part of the basic
financial statements and, in our opinion, fairly state in all material respects
the financial data required to be set forth therein in relation to the basic
financial statements taken as a whole.
ARTHUR ANDERSEN & CO.
Kansas City, Missouri
January 31, 1994
------------------------
CONSENT OF INDEPENDENT ACCOUNTANTS
As Independent Public Accountants we hereby consent to the incorporation by
reference in the Prospectuses constituting part of the Registration Statements
on Form S-3 (No. 33-49803, No. 33-47289, and No. 33-39466) and on Form S-8 (No.
33-45525, No. 33-50260, No. 33-45074 and No. 33-52094) of UtiliCorp United Inc.
of our report dated January 31, 1994 appearing on page 51 of the 1993 Annual
Report to the Board of Directors and Shareholders which is incorporated in this
Annual Report on Form 10-K. We also consent to the incorporation by reference
of our report on the Financial Statement Schedules, which appears above. It
should be noted that we have not audited any financial statements of UtiliCorp
United Inc. subsequent to December 31, 1993 or performed any audit procedures
subsequent to the date of our report.
ARTHUR ANDERSEN & CO.
Kansas City, Missouri
March 14, 1994
IV-3
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
of UtiliCorp United Inc.
In our opinion, the consolidated balance sheet and consolidated statement of
capitalization and the related consolidated statement of income, of common
shareholders' equity and of cash flows for the year ended December 31, 1991
(appearing on pages 32 through 35 of the 1993 Annual Report to Shareholders of
UtiliCorp United Inc. which has been incorporated by reference in this Annual
Report on Form 10-K), present fairly, in all material respects, the financial
position, results of operations and cash flows of UtiliCorp United Inc. and its
subsidiaries for the year then ended in conformity with generally accepted
accounting principles. These financial statements are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for the opinion expressed above. We have not audited the
consolidated financial statements of UtiliCorp United Inc. for any period
subsequent to December 31, 1991.
In 1992, the company gave retroactive effect to a change in the method of
accounting for gas and oil properties.
PRICE WATERHOUSE
Kansas City, Missouri
February 7, 1992, except with respect to the
retroactive effect of a change in the method
of accounting for gas and oil properties, as
to which date is November 6, 1992.
IV-4
REPORT OF INDEPENDENT ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULES
To the Board of Directors
of UtiliCorp United Inc.
Our audits of the consolidated financial statements referred to in our report,
appearing on page IV-4 of this Annual Report on Form 10-K also included an audit
of the Financial Statement Schedules for the year ended December 31, 1991 listed
in Item 14(a)(2) of this Form 10-K. In our opinion, these Financial Statement
Schedules present fairly, in all material respects, the information set forth
therein when read in conjunction with the related consolidated financial
statements.
In 1992, the company gave retroactive effect to a change in the method of
accounting for gas and oil properties.
PRICE WATERHOUSE
Kansas City, Missouri
February 7, 1992, except with respect to the
retroactive effect of a change in the method
of accounting for gas and oil properties, as
to which date is November 6, 1992.
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectuses
constituting part of the Registration Statements on Form S-3 ( No. 33-49803,
No. 33-47289 and No. 33-39466) and on Form S-8 (No. 33-45525, No. 33-50260,
No. 33-45074 and No. 33-52094) of UtiliCorp United Inc. of our report appearing
on page IV-4 of this Annual Report on Form 10-K. We also consent to the
incorporation by reference of our report on the Financial Statement Schedules,
which appears above.
PRICE WATERHOUSE
Kansas City, Missouri
March 14, 1994
IV-5
INDEX TO EXHIBITS
*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 of the $1.775 Series Cumulative
Convertible Preference Stock, as amended. (Exhibit 4 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1989.)
*3(a)(4) Certificate of Designation of the Preference Stock (Cumulative),
$2.05 Series. (Exhibit 3(a)(4) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1991.)
*3(a)(5) By-laws of the Company as amended. (Exhibit 3 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1993.)
*4(a)(1) Certificate of Incorporation of the Company. (Exhibit 4(a)(1) to the
Company's Annual Report on Form 10-K for the year ended December 31,
1991.)
*4(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.)
*4(a)(3) Certificate of Designation of the $1.775 Series Cumulative
Convertible Preference Stock, as amended. (Exhibit 4 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1989.)
*4(a)(4) Certificate of Designation of the Preference Stock (Cumulative),
$2.05 Series. (Exhibit 4(a)(4) to the Company's Annual Report on
Form 10-K for the year ended December 31, 1991.)
*4(a)(5) By-laws of the Company as amended. (Exhibit 3 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1993.)
*4(b)(1) Indenture, dated January 1, 1946. (Exhibit 5(a)(1) to Registration
Statement No. 2-54964, filed November 7, 1975.)
*4(b)(2) Fourteenth Supplemental Indenture, dated as of March 15, 1967.
(Exhibit 5(a)(15) to Registration Statement No. 2-60474, filed
December 14, 1977.)
*4(c)(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(c)(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(c)(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(c)(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(c)(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.
IV-6
4(c)(6) Fifth Supplemental Indenture, dated as of April 1, 1993.
*4(d) 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.)
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.
*10(a)(1) Agreement for the Construction and Ownership of Jeffrey Energy
Center, dated as of January 13, 1975, among Missouri Public Service
Company, The Kansas Power and Light Company, Kansas Gas and Electric
Company and Central Telephone & Utilities Corporation. (Exhibit
5(e)(1) to Registration Statement No. 2-54964, filed November 7,
1975.)
*10(a)(2) 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)(3) UtiliCorp United Inc. 1986 Stock Incentive Plan. (Exhibit 10(a)(3)
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1991.)
*10(a)(4) UtiliCorp United Inc. Annual Incentive Plan. (Exhibit 10(a)(4) to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1991.)
*10(a)(5) UtiliCorp United Inc. 1990 Non-Employee Director Stock Plan. (Exhibit
10(a)(5) to the Company's Annual Report on Form 10-K for the year
ended December 31, 1991.)
*10(a)(6) Supplemental Executive Retirement Agreement dated November 10, 1988,
between the Company and Edward H. Muncaster. (Exhibit 10(a)(16) to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1988.)
*10(a)(7) Supplemental Executive Retirement Agreement dated October 13, 1988,
between the Company and Dale J. Wolf. (Exhibit 10(a)(10) to the
Company's Annual Report on Form 10-K for the year ended December 31,
1989.)
*10(a)(8) Severance Compensation Agreement dated as of May 3, 1989, between the
Company and each Executive of the Company. (Exhibit 10(a)(13) to the
Company's Annual Report on Form 10-K for the year ended December 31,
1990.)
*10(a)(9) 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)(10) Temporary Contract Employee Agreement
*10(a)(11) Lease Agreement dated as of August 15, 1991, between Wilmington Trust
Company, as Lessor, and the Company, as Lessee. (Exhibit 10(a)(13)
to the Company's Annual Report on Form 10-K for the year ended
December 31, 1991.)
10(a)(12) Credit Agreement dated as of December 13, 1993 among the Company as
Borrower, the Banks Named Therein as Banks, and Citibank, N.A., as
Agent [Three-Year Facility]
10(a)(13) Credit Agreement dated as of December 13, 1993 among the Company as
Borrower, the Banks Named Therein as Banks, and Citibank, N.A., as
Agent [360-Day Facility]
11 Statement regarding Computation of Per Share Earnings.
IV-7
13 1993 Annual Report to Shareholders.
21 Subsidiaries of the Company.
23(a) Consent of Arthur Andersen & Co. appearing on Page IV-3 of this Form
10-K.
23(b) Consent of Price Waterhouse appearing on Page IV-5 of this Form 10-K.
99(a) 1993 Utility Data - Electric Operations
99(b) 1993 Utility Data - Gas Operations
99(c) UtilCo Group Generating Projects
__________
*Exhibits marked with an asterisk are incorporated by reference as indicated
pursuant to Rule 12(b)-23.
IV-8
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
UTILICORP UNITED INC.
By: /s/ Richard C. Green, Jr.
------------------------------
Richard C. Green, Jr.
President and Chief Executive
Officer
Date March 14, 1994
--------------
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons, which include the
Principal Executive Officer, the Principal Financial Officer, the Principal
Accounting Officer and a majority of the Board of Directors, on behalf of the
Company and in the capacities and on the dates indicated.
March 14, 1994 Chairman of the Board of
Directors, President and
Chief Executive Officer
(Principal Executive Officer) /s/ Richard C. Green, Jr.
-------------------------
Richard C. Green, Jr.
March 14, 1994 Vice President - Finance
(Principal Financial Officer) /s/ Dale J. Wolf
-------------------------
Dale J. Wolf
March 14, 1994 Vice President
(Principal Accounting Officer) /s/ James S. Brook
-------------------------
James S. Brook
March 14, 1994 Managing Executive Vice
President and Director /s/ Robert K. Green
-------------------------
Robert K. Green
March 14, 1994 Director /s/ John R. Baker
-------------------------
John R. Baker
March 14, 1994 Director /s/ Avis G. Tucker
-------------------------
Avis G. Tucker
March 14, 1994 Director /s/ Robert F. Jackson
-------------------------
Robert F. Jackson
March 14, 1994 Director /s/ Don R. Armacost
-------------------------
Don R. Armacost
IV-9
March 14, 1994 Director /s/ L. Patton Kline
-------------------------
L. Patton Kline
March 14, 1994 Director /s/ Herman Cain
-------------------------
Herman Cain
IV-10
UTILICORP UNITED INC.
SCHEDULE V -- UTILITY PLANT AND PROPERTY IN SERVICE
FOR THE YEAR ENDED DECEMBER 31, 1993
(in millions)
Column A Column B Column C Column D Column E Column F Column G
-------- -------- -------- -------- -------- -------- --------
Translation
Balance Adjustments Purchase of Balance
December 31, Additions Retirements and Other Nebraska December 31,
Classification 1992 At Cost or Sales Changes Gas System 1993
-------------- ------------ --------- ----------- ----------- ----------- ------------
ELECTRIC
Intangibles $ 58.5 $ .2 $ - $ 3.1 $ - $ 61.8
Production 361.1 47.4 5.8 (1.8) - 400.9
Transmission 264.1 9.9 1.2 (5.1) - 267.7
Distribution 626.7 42.2 3.4 5.6 - 671.1
Other 66.7 9.4 1.0 (5.5) - 69.6
-------- ------ ----- ----- ------ --------
Total Electric 1,377.1 109.1 11.4 (3.7) - 1,471.1
GAS
Intangibles 74.5 .4 - .3 28.3 103.5
Transmission 57.4 3.2 .2 1.5 3.5 65.4
Distribution 516.1 37.8 4.4 (5.3) 74.1 618.3
Other 87.7 8.6 3.4 (3.7) 7.9 97.1
-------- ------ ----- ----- ------ --------
Total Gas 735.7 50.0 8.0 (7.2) 113.8 884.3
COMMON 56.1 8.5 2.3 (.1) - 62.2
-------- ------ ----- ----- ------ --------
Total Utility Plant in Service 2,168.9 167.6 21.7 (11.0) 113.8 2,417.6
PLANT HELD FOR FUTURE USE 5.1 .2 - - - 5.3
CONSTRUCTION WORK IN PROGRESS 46.7 (27.3)(1) - 2.9 - 22.3
-------- ------ ----- ----- ------ --------
Total Utility Plant, at Original Cost $2,220.7 $140.5 $21.7 $(8.1) $113.8 $2,445.2
-------- ------ ----- ----- ------ --------
-------- ------ ----- ----- ------ --------
AQUILA PROPERTY
Natural gas, crude oil and condensate properties $ 313.7 $ 38.0 1.2 $(13.3) - $ 337.2
Gathering and processing 346.9 55.4 .5 12.3 - 414.1
Other 4.6 1.1 - - - 5.7
-------- ------ ----- ----- ------ --------
TOTAL AQUILA PROPERTY $ 665.2 $ 94.5 $ 1.7 $(1.0) $ - $ 757.0
-------- ------ ----- ----- ------ --------
-------- ------ ----- ----- ------ --------
(1) Construction work in progress additions are net of amounts transferred to
plant in service.
S-1
UTILICORP UNITED INC.
SCHEDULE V - UTILITY PLANT AND PROPERTY IN SERVICE
FOR THE YEAR ENDED DECEMBER 31, 1992
(in millions)
Column A Column B Column C Column D Column E Column F Column G
-------- -------- -------- -------- -------- -------- --------
Translation
Balance Adjustments Balance
December 31, Additions Retirements and Other Purchase of December 31,
Classification 1991 At Cost or Sales Changes Division 1992
-------------- ------------ --------- ----------- ----------- ----------- ------------
ELECTRIC
Intangibles $ 40.1 $ - $ - $18.4 (1) $ $ 58.5
Production 350.5 15.9 1.4 (3.9) - 361.1
Transmission 230.6 7.8 1.8 27.5 (2) - 264.1
Distribution 630.7 40.7 4.7 (40.0) (2) - 626.7
Other 63.6 6.2 .9 (2.2) - 66.7
-------- ------ ----- ----- ------ --------
Total Electric 1,315.5 70.6 8.8 (.2) - 1,377.1
GAS
Intangibles 74.1 .3 - .1 - 74.5
Transmission 49.1 5.0 .4 3.7 - 57.4
Distribution 486.5 34.7 4.6 (.5) - 516.1
Other 77.0 12.1 2.5 1.1 - 87.7
-------- ------ ----- ----- ------ --------
Total Gas 686.7 52.1 7.5 4.4 - 735.7
COMMON 48.6 9.4 1.7 (.2) - 56.1
-------- ------ ----- ----- ------ --------
Total Utility Plant in Service 2,050.8 132.1 18.0 4.0 - 2,168.9
PLANT HELD FOR FUTURE USE 5.1 - - - - 5.1
CONSTRUCTION WORK IN PROGRESS 31.9 17.7 (3) - (2.9) - 46.7
-------- ------ ----- ----- ------ --------
Total Utility Plant, at Original Cost $2,087.8 $149.8 $18.0 $ 1.1 $ - $2,220.7
-------- ------ ----- ----- ------ --------
-------- ------ ----- ----- ------ --------
AQUILA PROPERTY
Natural gas, crude oil and condensate properties $ 294.4 $ 17.1 $ - $ 2.2 $ - $ 313.7
Gathering and processing 319.8 29.7 - (2.6) - 346.9
Other 2.5 2.1 - - - 4.6
-------- ------ ----- ----- ------ --------
Total Aquila Property $ 616.7 $ 48.9 $ - $ (.4) $ - $ 665.2
-------- ------ ----- ----- ------ --------
-------- ------ ----- ----- ------ --------
(1) Construction work in progress additions are net of amounts transferred to
plant in service.
(2) These amounts relate primarily to the reclassification of certain substation
property.
(3) Construction work in progress additions are net of amounts transferred to
plant in service.
S-2
UTILICORP UNITED INC.
SCHEDULE V -- UTILITY PLANT AND PROPERTY IN SERVICE
FOR THE YEAR ENDED DECEMBER 31, 1991
(in millions)
Column A Column B Column C Column D Column E Column F Column G
-------- -------- -------- -------- -------- -------- --------
Translation Purchase of
Balance Adjustments West Plains Balance
December 31, Additions Retirements and Other Energy December 31,
Classification 1990 At Cost or Sales Changes and Clajon 1991
-------------- ------------ --------- ----------- ----------- ----------- ------------
ELECTRIC
Intangibles $ 25.6 $ - $ - $ (.9) $ 15.4 $ 40.1
Production 278.5 8.6 .6 (.6) 64.6 350.5
Transmission 122.8 10.3 .4 .1 97.8 230.6
Distribution 434.4 31.9 2.9 2.3 165.0 630.7
Other 37.0 7.7 .3 (.6) 19.8 63.6
-------- ------ ----- ----- ------ --------
Total Electric 898.3 58.5 4.2 .3 362.6 1,315.5
GAS
Intangibles 72.2 .3 (1.2) .4 - 74.1
Transmission 47.3 3.6 - (1.8) - 49.1
Distribution 439.5 51.2 4.1 (.1) - 486.5
Other 72.5 8.0 4.0 .5 - 77.0
-------- ------ ----- ----- ------ --------
Total Gas 631.5 63.1 6.9 (1.0) - 686.7
COMMON 42.9 6.4 .4 (.3) - 48.6
-------- ------ ----- ----- ------ --------
Total Utility Plant in Service 1,572.7 128.0 11.5 (1.0) 362.6 2,050.8
PLANT HELD FOR FUTURE USE 1.2 - - - 3.9 5.1
CONSTRUCTION WORK IN PROGRESS 16.6 6.0 (1) - 1.7 7.6 31.9
-------- ------ ----- ----- ------ --------
Total Utility Plant, at Original Cost $1,590.5 $134.0 $11.5 $ .7 $374.1 $2,087.8
-------- ------ ----- ----- ------ --------
-------- ------ ----- ----- ------ --------
AQUILA PROPERTY
Natural gas, crude oil and condensate properties $ 202.9 $ 94.6 $ 3.1 $ - $ - $ 294.4
Gathering and processing 71.0 52.8 - (14.3) 210.3 319.8
Other 1.2 1.3 - - - 2.5
-------- ------ ----- ----- ------ --------
Total Aquila Property $ 275.1 $148.7 $ 3.1 $(14.3) $210.3 $ 616.7
-------- ------ ----- ------ ------ --------
-------- ------ ----- ----- ------ --------
(1) Construction work in progress additions are net of amounts transferred to
plant in service.
S-3
UTILICORP UNITED INC.
SCHEDULE VI -- ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION
OF UTILITY PLANT AND PROPERTY IN SERVICE
FOR THE YEAR ENDED DECEMBER 31, 1993
(in millions)
Column A Column B Column C Column D Column E Column F Column G
-------- -------- ----------------- -------- ------------ -------- --------
Additions Deductions from Reserves
----------------- -----------------------------
Translation
Balance Charged to Salvage Adjustments Purchase of Balance
December 31, Charged to Clearing Property and Removal and Other Nebraska December 31,
Classification 1992 Expense Accounts Retired Costs, Net Changes Gas System 1993
- -------------- ------------ ----------- ---------- -------- ----------- ------------ ----------- ------------
ELECTRIC
Intangibles $ .6 $ 1.7 $ - $ - $ - $ (4.1) $ - $ 6.4
Production 151.7 12.5 - 5.8 1.2 1.1 - 156.1
Transmission 93.6 7.1 - 1.2 - - - 99.5
Distribution 205.4 21.2 - 3.3 1.2 1.4 - 220.7
Other 27.1 2.0 .8 1.0 .3 (.7) - 29.3
------- ------- ----- ------ ----- ------ ----- -------
Total Electric 478.4 44.5 .8 11.3 2.7 (2.3) - 512.0
GAS
Intangibles 14.9 3.5 - - - (1.0) .2 19.6
Transmission 23.9 1.7 - .3 - - .4 25.7
Distribution 193.5 18.9 - 4.2 .9 (.3) 32.4 240.0
Other 38.0 6.6 .1 3.4 (.7) (1.0) 2.7 45.7
------- ------- ----- ------ ----- ------ ----- -------
Total Gas 270.3 30.7 .1 7.9 .2 (2.3) 35.7 331.0
COMMON 18.5 4.4 1.3 2.3 .1 (.2) - 22.0
Total $ 767.2 $ 79.6 $ 2.2 $ 21.5 $ 3.0 $ (4.8) $35.7 $ 865.0
------- ------- ----- ------ ----- ------ ----- -------
------- ------- ----- ------ ----- ------ ----- -------
AQUILA
Natural gas, crude oil and
condensate properties $ 140.3 $ 38.7 $ - $ - $ - $ .4 $ - $ 178.6
Gathering and processing 38.9 35.9 - .5 - (4.1) - 78.4
Other 1.3 1.1 - .4 - - - 2.0
------- ------- ----- ------ ----- ------ ----- -------
TOTAL AQUILA $ 180.5 $ 75.7 $ - $ .9 $ - $ (3.7) $ - $ 259.0
------- ------- ----- ------ ----- ------ ----- -------
------- ------- ----- ------ ----- ------ ----- -------
S-4
UTILICORP UNITED INC.
SCHEDULE VI -- ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION
OF UTILITY PLANT AND PROPERTY IN SERVICE
FOR THE YEAR ENDED DECEMBER 31, 1992
(in millions)
Column A Column B Column C Column D Column E Column F Column G
-------- -------- ----------------- -------- ------------ -------- --------
Additions Deductions from Reserves
----------------- -----------------------------
Translation
Balance Charged to Salvage Adjustments Balance
December 31, Charged to Clearing Property and Removal and Other Purchase of December 31,
Classification 1991 Expense Accounts Retired Costs, Net Changes Division 1992
- -------------- ------------ ----------- ---------- -------- ----------- ------------ ----------- ------------
ELECTRIC
Intangibles $ (.3) $ .9 $ - $ - $ - $ - $ - $ .6
Production 145.3 10.2 - 1.4 2.0 .4 - 151.7
Transmission 82.0 6.6 - 1.8 .8 (7.6) - 93.6
Distribution 203.2 20.6 - 4.7 1.8 11.9 - 205.4
Other 25.0 2.0 .7 .9 (.2) (.1) - 27.1
------- ------- ----- ------ ----- ------ ----- -------
Total Electric 455.2 40.3 .7 8.8 4.4 4.6 - 478.4
GAS
Intangibles 12.4 2.3 - - - (.2) - 14.9
Transmission 22.8 1.4 - .4 - (.1) - 23.9
Distribution 181.7 17.1 - 4.6 .8 (.1) - 193.5
Other 34.2 5.8 .1 2.5 (.4) - - 38.0
------- ------- ----- ------ ----- ------ ----- -------
Total Gas 251.1 26.6 .1 7.5 .4 (.4) - 270.3
COMMON 15.5 3.8 1.0 1.7 .2 (.1) - 18.5
Total $ 721.8 $ 70.7 $ 1.8 $ 18.0 $ 5.0 $ 4.1 $ - $ 767.2
------- ------- ----- ------ ----- ------ ----- -------
------- ------- ----- ------ ----- ------ ----- -------
AQUILA
Natural gas, crude oil and
condensate properties $ 90.3 $ 51.2 $ - $ - $ - $ 1.2 $ - $ 140.3
Gathering and processing 20.9 22.6 - - - 4.6 - 38.9
Other 0.7 0.9 - - - 0.3 - 1.3
------- ------- ----- ------ ----- ------ ----- -------
TOTAL AQUILA $ 111.9 $ 74.7 $ - $ - $ - $ 6.1 $ - $ 180.5
------- ------- ----- ------ ----- ------ ----- -------
------- ------- ----- ------ ----- ------ ----- -------
S-5
UTILICORP UNITED INC.
SCHEDULE VI -- ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION
OF UTILITY PLANT AND PROPERTY IN SERVICE
FOR THE YEAR ENDED DECEMBER 31, 1991
(in millions)
Column A Column B Column C Column D Column E Column F Column G
-------- -------- ----------------- -------- ------------ -------- --------
Additions Deductions from Reserves
----------------- -----------------------------
Translation Purchase of
Balance Charged to Salvage Adjustments West Plains Balance
December 31, Charged to Clearing Property and Removal and Other Energy December 31,
Classification 1990 Expense Accounts Retired Costs, Net Changes and Clajon 1991
- -------------- ------------ ----------- ---------- -------- ----------- ------------ ----------- ------------
ELECTRIC
Intangibles $ (.4) $ .1 $ - $ - $ - $ - $ - $ (.3)
Production 86.8 8.4 - .6 1.0 .4 52.1 145.3
Transmission 37.1 3.8 - .4 .2 1.0 42.7 82.0
Distribution 126.6 15.0 - 2.9 .8 (1.5) 63.8 203.2
Other 11.2 1.6 .3 .4 (.1) (1.2) 11.0 25.0
------- ------- ----- ------ ----- ------ ----- -------
Total Electric 261.3 28.9 .3 4.3 1.9 (1.3) 169.6 455.2
GAS
Intangibles 9.5 2.3 - (1.2) - .6 - 12.4
Transmission 21.6 1.2 - - - - - 22.8
Distribution 170.2 15.7 - 4.1 .9 (.8) - 181.7
Other 32.2 5.4 .1 3.9 (.4) - - 34.2
------- ------- ----- ------ ----- ------ ----- -------
Total Gas 233.5 24.6 .1 6.8 .5 (.2) - 251.1
COMMON 11.7 3.1 .8 .4 - (.3) - 15.5
Total Utility $ 506.5 $ 56.6 $ 1.2 $ 11.5 $ 2.4 $ (1.8) $169.6 $ 721.8
------- ------- ----- ------ ----- ------ ------ -------
------- ------- ----- ------ ----- ------ ------ -------
AQUILA
Natural gas, crude oil and
condensate properties $ 50.8 $ 42.6 $ - $ 3.1 $ - $ - $ - $ 90.3
Gathering and
processing .9 8.7 - - - - 11.3 20.9
Other .4 .3 - - - - - .7
------- ------- ----- ------ ----- ------ ----- -------
TOTAL AQUILA $ 52.1 $ 51.6 $ - $ 3.1 $ - $ - $11.3 $ 111.9
------- ------- ----- ------ ----- ------ ----- -------
------- ------- ----- ------ ----- ------ ----- -------
S-6
UTILICORP UNITED INC.
SCHEDULE VIII -- VALUATION AND QUALIFYING ACCOUNTS
FOR THE THREE YEARS ENDED DECEMBER 31, 1993
(in millions)
Column A Column B Column C Column D Column E Column F
-------- -------- -------- -------- -------- --------
Deductions
Additions from Reserves
Beginning Charged For Purposes Ending
Balance Purchase of to for Which Balance
Description December 31 Division Expense Created December 31
----------- ----------- ----------- --------- ------------- -----------
1993 Allowance for doubtful accounts $2.6 .3 3.2 4.5 $1.6
1992 Allowance for doubtful accounts $1.4 - 2.8 1.6 $2.6
1991 Allowance for doubtful accounts $2.1 .1 1.9 2.7 $1.4
S-7
UTILICORP UNITED INC.
SCHEDULE IX -- SHORT-TERM BORROWINGS
FOR THE YEAR ENDED DECEMBER 31, 1993
(dollars in millions)
Column A Column B Column C Column D Column E Column F
-------- -------- -------- -------- -------- --------
Maximum Average Weighted
Category of Weighted amount amount average
aggregate Balance average outstanding outstanding interest rate
short-term at interest during the during the during the
borrowings December 31 rate period(a) period(a) period(a)
---------- ----------- -------- ----------- ----------- -------------
Bank Borrowings (uncommitted) $70.0 3.51% $129.5 $30.7 3.31%
Commercial Paper (b)(c) - - 135.0 21.1 4.01
Revolving Credit Facility - - 80.0 6.1 3.69
The Company borrows funds for corporate purposes through the sale of commercial
paper, under two $200 million revolving credit facilities with a group of banks
and through uncommitted money market lines of credit with banks. The commercial
paper is generally sold for periods of 60 days or less, and short-term bank
borrowings generally are arranged for periods of 30 to 90 days. The two $200
million revolving credit facilities (the "Facilities") replaced a $400 million
credit Facility in December 1993. The Facilities provide back-up liquidity for
the company's commercial paper programs and allow the company additional
short-term borrowing capacity on a committed basis. The company pays a fee of
.225% on the average daily unused portion of the Facilities.
(a) Based upon daily balances outstanding.
(b) Includes domestic and European commercial paper.
(c) Does not include cost of back-up liquidity facility.
S-8
UTILICORP UNITED INC.
SCHEDULE IX -- SHORT-TERM BORROWINGS
FOR THE YEAR ENDED DECEMBER 31, 1992
(dollars in millions)
Column A Column B Column C Column D Column E Column F
-------- -------- -------- -------- -------- --------
Maximum Average Weighted
Category of Weighted amount amount average
aggregate Balance average outstanding outstanding interest rate
short-term at interest during the during the during the
borrowings December 31 rate period(a) period(a) period(a)
---------- ----------- -------- ----------- ----------- -------------
Bank Borrowings (uncommitted) $113.0 4.08% $118.0 $71.6 3.92%
Commercial Paper (b)(c) 117.9 4.33 139.0 81.4 4.08
Revolving Credit Facility - - - - -
The Company borrows funds for corporate purposes through the sale of commercial
paper, under a $400 million revolving credit facility with a group of banks and
through uncommitted money market lines of credit with banks. The commercial
paper is generally sold for periods of 60 days or less, and short-term bank
borrowings generally are arranged for periods of 30 to 90 days. The $400
million credit facility (the "Credit") was initiated in March, 1991 and replaced
back-up lines of credit totaling $160 million. The Credit provides back-up
liquidity for the Company's commercial paper programs and allows the Company
additional short-term borrowing capacity on a committed basis. The Company pays
a fee of 1/4 of 1 percent on the average daily unused portion of the Credit.
(a) Based upon daily balances outstanding.
(b) Includes domestic and European commercial paper.
(c) Does not include cost of back-up liquidity facility.
S-9
UTILICORP UNITED INC.
SCHEDULE IX -- SHORT-TERM BORROWINGS
FOR THE YEAR ENDED DECEMBER 31, 1991
(dollars in millions)
Column A Column B Column C Column D Column E Column F
-------- -------- -------- -------- -------- --------
Maximum Average Weighted
Category of Weighted amount amount average
aggregate Balance average outstanding outstanding interest rate
short-term at interest during the during the during the
borrowings December 31 rate period(a) period(a) period(a)
---------- ----------- -------- ----------- ----------- -------------
Bank Borrowings (uncommitted) $41.0 5.40% $ 68.3 $22.8 6.14%
Commercial Paper(b)(c) 70.0 5.39 107.3 38.0 6.22
Revolving Credit Facility - - 230.0 30.4 8.54
The Company borrows funds for corporate purposes through the sale of commercial
paper, under a $400 million revolving credit facility with a group of banks and
through uncommitted money market lines of credit with banks. The commercial
paper is generally sold for periods of 60 days or less, and short-term bank
borrowings generally are arranged for periods of 30 to 90 days. The $400
million credit facility (the "Credit") was initiated in March, 1991 and replaced
back-up lines of credit totaling $160 million. The Credit provides back-up
liquidty for the Company's commercial paper programs and allows the Company
additional short-term borrowing capacity on a committed basis. The Company pays
a fee of 1/4 of 1 percent on the average daily unused portion of the Credit.
(a) Based upon daily balances outstanding.
(b) Includes domestic and European commercial paper.
(c) Does not include cost of back-up credit facility.
S-10
UTILICORP UNITED INC.
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
FOR THE THREE YEARS ENDED DECEMBER 31, 1993
(in millions)
1993 1992 1991
---- ---- ----
TAXES, OTHER THAN INCOME TAXES:
Property $39.2 $33.1 $26.4
City occupational and franchise 16.3 12.5 13.2
Other 16.5 15.5 12.9
----- ----- -----
Total taxes, other than income taxes $72.0 $61.1 $52.5
----- ----- -----
----- ----- -----
S-11