<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended SEPTEMBER 30, 2000
OR
[ ] 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
UTILICORP UNITED INC.
(Exact name of registrant as specified in its charter)
DELAWARE 44-0541877
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
20 WEST NINTH STREET, KANSAS CITY, MISSOURI 64105
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 816-421-6600
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 the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Class Outstanding at October 31, 2000
-----
Common Stock, $1 par value 93,256,333
1
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Information regarding the consolidated condensed financial statements can be
found on pages 3 through 12.
ITEM 2. 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 on pages 13 through 21.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Quantitative and qualitative disclosures regarding market risk can be found on
page 8.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
For a discussion of legal proceedings, see page 11.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits and reports on Form 8-K can be found on page 21.
2
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UTILICORP UNITED INC.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME--UNAUDITED
<TABLE>
<CAPTION>
Three Months Ended
September 30,
-------------------------------------------------------------------------------------------------------------
<S> <C> <C>
DOLLARS IN MILLIONS 2000 1999
-------------------------------------------------------------------------------------------------------------
Sales $ 8,085.5 $ 6,464.2
Cost of sales 7,817.7 6,175.1
-------------------------------------------------------------------------------------------------------------
GROSS PROFIT 267.8 289.1
-------------------------------------------------------------------------------------------------------------
Operating, administrative and maintenance expense 147.6 152.8
Depreciation and amortization expense 49.5 47.4
OTHER (INCOME) EXPENSE:
Equity in earnings of investments and partnerships (79.1) (17.7)
Other (13.1) (8.0)
-------------------------------------------------------------------------------------------------------------
EARNINGS BEFORE INTEREST AND TAXES 162.9 114.6
-------------------------------------------------------------------------------------------------------------
Interest expense 44.3 48.2
Minority interest in income of partnership and trusts 10.2 2.4
-------------------------------------------------------------------------------------------------------------
EARNINGS BEFORE INCOME TAXES 108.4 64.0
Income taxes 33.5 21.5
-------------------------------------------------------------------------------------------------------------
NET INCOME $ 74.9 $ 42.5
=============================================================================================================
EARNINGS PER COMMON SHARE:
Basic $ .80 $ .46
Diluted $ .80 $ .46
=============================================================================================================
DIVIDENDS PER COMMON SHARE $ .30 $ .30
=============================================================================================================
</TABLE>
See accompanying notes to consolidated condensed financial statements.
3
<PAGE>
UTILICORP UNITED INC.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME--UNAUDITED
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-------------------------------------------------------------------------------------------------------------
DOLLARS IN MILLIONS 2000 1999
-------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Sales $ 18,606.3 $ 14,235.4
Cost of sales 17,697.5 13,390.2
-------------------------------------------------------------------------------------------------------------
GROSS PROFIT 908.8 845.2
-------------------------------------------------------------------------------------------------------------
Operating, administrative and maintenance expense 495.3 438.9
Depreciation and amortization expense 159.2 141.9
OTHER (INCOME) EXPENSE:
Equity in earnings of investments and partnerships (123.2) (38.4)
Other (21.3) (9.0)
-------------------------------------------------------------------------------------------------------------
EARNINGS BEFORE INTEREST AND TAXES 398.8 311.8
-------------------------------------------------------------------------------------------------------------
Interest expense 136.8 127.4
Minority interest in income of partnership and trusts 26.9 6.8
-------------------------------------------------------------------------------------------------------------
EARNINGS BEFORE INCOME TAXES 235.1 177.6
Income taxes 76.5 58.4
-------------------------------------------------------------------------------------------------------------
NET INCOME $ 158.6 $ 119.2
=============================================================================================================
EARNINGS PER COMMON SHARE:
Basic $ 1.71 $ 1.30
Diluted $ 1.69 $ 1.30
=============================================================================================================
DIVIDENDS PER COMMON SHARE $ .90 $ .90
=============================================================================================================
</TABLE>
See accompanying notes to consolidated condensed financial statements.
4
<PAGE>
UTILICORP UNITED INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, December 31,
---------------------------------------------------------------------------------------------------------------
DOLLARS IN MILLIONS 2000 1999
---------------------------------------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 53.3 $ 224.9
Funds on deposit 165.2 47.3
Accounts receivable, net 2,755.2 1,446.5
Inventories and supplies 180.1 266.0
Price risk management assets 614.5 198.2
Prepayments and other 102.8 89.3
---------------------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS 3,871.1 2,272.2
---------------------------------------------------------------------------------------------------------------
Property, plant and equipment, net 3,159.4 3,665.1
Investments in subsidiaries and partnerships 1,820.9 1,063.9
Price risk management assets 493.4 206.5
Merchant notes receivable 325.7 179.3
Deferred charges 371.6 151.6
---------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $10,042.1 $ 7,538.6
===============================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY:
CURRENT LIABILITIES:
Current maturities of long-term debt $ 16.9 $ 42.8
Short-term debt 437.4 248.9
Accounts payable 3,100.5 1,713.1
Accrued liabilities 98.8 59.2
Price risk management liabilities 586.9 181.7
Other 105.9 99.0
---------------------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 4,346.4 2,344.7
---------------------------------------------------------------------------------------------------------------
LONG-TERM LIABILITIES:
Long-term debt, net 2,040.1 2,202.3
Deferred income taxes and credits 463.4 434.2
Price risk management liabilities 1,055.2 520.7
Minority interest --- 76.8
Other deferred credits 125.1 84.5
---------------------------------------------------------------------------------------------------------------
TOTAL LONG-TERM LIABILITIES 3,683.8 3,318.5
---------------------------------------------------------------------------------------------------------------
Company-obligated mandatorily redeemable preferred securities of
partnership and trusts 450.0 350.0
Common shareholders' equity 1,561.9 1,525.4
---------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $10,042.1 $ 7,538.6
===============================================================================================================
</TABLE>
See accompanying notes to consolidated condensed financial statements.
5
<PAGE>
UTILICORP UNITED INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME--UNAUDITED
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
-----------------------------------------------------------------------------------------------------------------
DOLLARS IN MILLIONS 2000 1999 2000 1999
-----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Income $ 74.9 $ 42.5 $158.6 $ 119.2
Other comprehensive income (loss):
Unrealized translation adjustments (12.6) .7 (58.4) ---
----------------------------------------------------------------------------------------------------------------
COMPREHENSIVE INCOME $ 62.3 $ 43.2 $100.2 $ 119.2
================================================================================================================
</TABLE>
CONSOLIDATED CONDENSED STATEMENTS OF COMMON SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
September 30, December 31,
---------------------------------------------------------------------------------------------------------------
DOLLARS IN MILLIONS 2000 1999
---------------------------------------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
Common Stock: authorized 200,000,000 shares, par value $1 per share;
93,608,536 shares issued September 30, 2000 and 93,605,700 shares issued
at December 31, 1999; authorized 20,000,000 shares of Class A common
stock, par value $1 per share,
none issued $ 93.6 $ 93.6
Premium on Capital Stock 1,217.0 1,226.5
Retained Earnings 314.3 239.3
Treasury Stock, at cost (391,640 and 282,233 shares at September 30,
2000 and December 31, 1999, respectively) (6.7) (5.4)
Accumulated Other Comprehensive Losses (56.3) (28.6)
---------------------------------------------------------------------------------------------------------------
TOTAL COMMON SHAREHOLDERS' EQUITY $1,561.9 $1,525.4
================================================================================================================
</TABLE>
See accompanying notes to consolidated condensed financial statements.
6
<PAGE>
UTILICORP UNITED INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS--UNAUDITED
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
--------------------------------------------------------------------------------------------------------------
DOLLARS IN MILLIONS 2000 1999
--------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 158.6 $ 119.2
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization expense 159.2 141.9
Net changes in price risk management assets and liabilities 236.5 (32.5)
Income taxes and investment tax credits 33.8 3.2
Equity in earnings of investments and partnerships (123.2) (38.4)
Dividends from investments and partnerships 54.5 28.0
Minority interests 3.3 8.0
Changes in certain assets and liabilities:
Accounts receivable/payable, net (31.5) 6.1
Accounts receivable, sold --- 122.8
Inventories and supplies 93.2 (20.4)
Prepayments and other (15.9) 7.4
Accrued liabilities, net 39.6 43.0
Other (18.9) (17.2)
--------------------------------------------------------------------------------------------------------------
CASH PROVIDED BY OPERATING ACTIVITIES 589.2 371.1
--------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to utility plant (133.1) (93.3)
Increases in merchant notes receivable (146.4) (146.6)
Investments in international businesses (706.6) (487.0)
Investments in communication services (387.1) (208.3)
Investments in merchant natural gas assets --- (155.0)
Increases in funds on deposit (117.9) (39.2)
Other (85.3) (63.4)
--------------------------------------------------------------------------------------------------------------
CASH USED FOR INVESTING ACTIVITIES (1,576.4) (1,192.8)
--------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of long-term debt 623.1 885.2
Issuance of trust preferred securities 100.0 250.0
Retirement of long-term debt (221.7) (250.3)
Short-term borrowings net 408.6 54.7
Cash dividends paid (83.6) (83.3)
Other (10.8) 26.1
--------------------------------------------------------------------------------------------------------------
CASH PROVIDED FROM FINANCING ACTIVITIES 815.6 882.4
--------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents (171.6) 60.7
Cash and cash equivalents at beginning of period 224.9 120.5
--------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 53.3 $ 181.2
--------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated condensed financial statements.
7
<PAGE>
UTILICORP UNITED INC.
NOTES TO CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
(UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited consolidated condensed financial statements have been
prepared in accordance with the accounting policies described in the
consolidated financial statements and related notes included in our 1999 Annual
Report on Form 10-K. We believe it is best to read this report in conjunction
with our year-end consolidated financial statements. The accompanying Balance
Sheet and Statement of Common Shareholders' Equity as of December 31, 1999, were
derived from our audited financial statements, but do not include all
disclosures required by generally accepted accounting principles. In our
opinion, the accompanying consolidated condensed financial statements reflect
all adjustments (which include only normal recurring adjustments) necessary for
a fair representation of our financial position and the results of our
operations. Certain estimates and assumptions that affect reported amounts of
assets and liabilities at the date of the financial statements and the reported
amounts of sales and expenses during the reporting periods shown have been made
in preparing the consolidated condensed financial statements. Actual results
could differ from these estimates.
Certain prior year amounts in the consolidated financial statements have been
reclassified where necessary to conform to the 2000 presentation.
FINANCIAL INSTRUMENTS
TRADING ACTIVITIES
We trade energy commodity contracts daily. Our trading activities attempt to
match our portfolio of physical and financial contracts to current or
anticipated market conditions. Within the trading portfolio, we take certain
positions to hedge physical sale or purchase contracts and we take certain
positions to take advantage of market trends and conditions. We record most
energy contracts - both physical and financial - at fair market value. Changes
in value are reflected in the consolidated statement of income. We use all forms
of financial instruments including futures, forwards, swaps and options. Each
type of financial instrument involves different risks. We believe financial
instruments help us manage our exposure to changes in market prices and take
advantage of selected arbitrage opportunities.
We refer to these transactions as risk management activities.
NON-TRADING ACTIVITIES--HEDGING INSTRUMENTS
We enter into forwards, futures and other contracts related to our commodity
businesses solely to hedge future production. The estimated fair value and cash
flow requirements for these financial instruments are based on the market prices
in effect at the financial statement date and do not necessarily reflect our
entire trading portfolio.
8
<PAGE>
UTILICORP UNITED INC.
NOTES TO CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS--CONTINUED
(UNAUDITED)
2. EARNINGS PER COMMON SHARE
The following table shows the amounts used in computing basic and diluted
earnings per common share and the effect on income and weighted average number
of shares of potential dilutive issuances of common stock for the three- and
nine-month periods ended September 30, 2000 and 1999.
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
IN MILLIONS, EXCEPT PER SHARE AMOUNTS September 30, September 30,
---------------------------------------------------------------------------------------------------------------------
2000 1999 2000 1999
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Earnings available for common shares $ 74.9 $ 42.5 $ 158.6 $ 119.2
Convertible bonds --- .1 .1 .1
---------------------------------------------------------------------------------------------------------------------
Earnings available for common shares after
assumed conversion of dilutive securities $ 74.9 $ 42.6 $ 158.7 $ 119.3
---------------------------------------------------------------------------------------------------------------------
Earnings per share:
Basic $ .80 $ .46 $ 1.71 $ 1.30
Diluted $ .80 $ .46 $ 1.69 $ 1.30
---------------------------------------------------------------------------------------------------------------------
Weighted average number of common shares
used in basic earnings per share 93.0 91.7 92.9 91.3
Per share effect of dilutive securities:
Stock options .6 .5 .5 .5
Convertible bonds .3 .3 .3 .3
---------------------------------------------------------------------------------------------------------------------
Weighted number of common shares and
dilutive potential common shares used in
diluted earnings per share 93.9 92.5 93.7 92.1
---------------------------------------------------------------------------------------------------------------------
</TABLE>
3. FINANCINGS, MERGERS, ACQUISITIONS AND DIVESTITURES
QUANTA SERVICES, INC.
In 2000, we increased our ownership in Quanta through the purchase of additional
common shares and convertible subordinated notes at a total cost of
approximately $360 million. When combined with our previous investments, our
fully converted beneficial ownership in Quanta now is approximately 36 percent.
TELECOMMUNICATIONS
In April 2000, we formed a joint venture with GLA New Ventures, L.L.C. to create
Everest Global Technologies Group, L.L.C., which intends to construct and
operate broadband fiber-optic networks in select U.S. markets. We have also
committed, subject to Everest meeting various performance targets and, if
required by the Everest board, of which we control 50 percent, that we will
provide additional capital funding for expansion purposes. Everest has been
approved for competitive local exchange carrier ("CLEC") status in Kansas,
Missouri, Oklahoma and Minnesota. We have also received approval for CLEC status
in Nebraska and Colorado and filed for approval in Iowa. We have committed $300
million for Everest's construction of its networks in the Kansas City and Tulsa
areas under franchises approved and pending. We have invested $17 million in
Everest as of September 30, 2000. In October 2000, we invested an additional $25
million in Everest and now own approximately 70% of this company.
9
<PAGE>
PULSE ENERGY
On June 30, 2000, United Energy and Energy Partnership (Ikon Energy Pty Ltd)
closed a transaction that resulted in the formation of Pulse Energy, a joint
venture with Shell Australia Ltd and Woodside Energy Ltd. United Energy
contributed its electric retail customers in exchange for $210 million and Ikon
contributed its gas retail customers in exchange for $281 million. United Energy
and Ikon each contributed $70 million, for a combined 50% ownership of Pulse.
Energy Partnership used the net proceeds of this transaction to retire a $210
million bridge loan at Multinet/Ikon.
NEW ZEALAND
On March 22, 2000, we expanded our presence in the New Zealand energy market by
announcing an agreement to purchase the natural gas distribution network and
North Island contracting business of Orion New Zealand Limited for about $274
million. The transaction had an effective date of April 1, 2000.
On June 30, 2000, we sold a portion of our New Zealand investment to a private
equity investor (minority shareholder) that reduced our effective ownership in
UnitedNetworks to about 62 percent. In connection with the transaction we
granted the minority shareholder board and shareholder participation and
protective rights and therefore can no longer consolidate our New Zealand
operations for financial statement purposes. The major effects of
deconsolidation were the reduction of net property, plant and equipment by
approximately $1.1 billion and long-term debt by $670 million. Our investment in
New Zealand is now accounted for using the equity method.
TRANSALTA ASSETS
On August 31, 2000, we completed our acquisition of TransAlta Corporation's
Alberta-based electricity distribution and retail assets for approximately $480
million. We operate the business as UtiliCorp Networks Canada. We financed the
purchase with a new $247 million long-term bank facility, a new $212 million
short-term bank facility and available cash. On September 6, 2000, we agreed to
sell the retail assets to Epcor, a power, water and gas company based in
Edmonton, for approximately $75 million. We intend to use the proceeds of this
sale to partially pay down the short-term bank facility. We expect this sale to
close by the end of 2000.
ST. JOSEPH LIGHT & POWER
On May 2, 2000, the staff of the Missouri Public Service Commission filed
testimony in opposition to our merger with St. Joseph Light & Power Co. under
the regulatory plan offered by the applicants. UtiliCorp and St. Joseph Light &
Power filed response comments June 26, 2000, and formal hearings were held in
July 2000. The state commissions in Colorado, Iowa and Minnesota have approved
the merger. The Federal Energy Regulatory Commission also approved the merger on
July 26, 2000.
In September 2000, we informed St. Joseph Light & Power that we considered a
recent fire at their primary power plant potentially material to the merger and
launched a due diligence investigation of the issue. Subject to the satisfactory
resolution of the investigation and a favorable ruling by the Missouri Public
Service Commission on our merger application, we expect this merger to close by
the end of 2000.
EMPIRE DISTRICT ELECTRIC COMPANY
On June 21, 2000, the staff of the Missouri Public Service Commission filed
testimony in opposition to our merger with The Empire District Electric Company
("Empire District") under the regulatory plan offered by the applicants. The
formal hearings before the Missouri Commission were held in September 2000.
UtiliCorp and Empire District also filed joint applications with the state
commissions in Arkansas, Oklahoma and Kansas on January 31, 2000, requesting
approval of the merger. Hearings were held in these states in September and
October 2000. We expect this merger to be completed by the end of 2000. The
state commissions in Colorado, Iowa and Minnesota have approved the merger. The
Federal Energy Regulatory Commission also approved the merger on July 26, 2000.
SENIOR NOTES
The holders of $100 million of our 6.375 percent Senior Notes exercised their
option to redeem these notes effective June 1, 2000. We used the proceeds of a
$100 million bridge loan to redeem the notes.
10
<PAGE>
TRUST PREFERRED SECURITIES
In June 2000, we established a Delaware statutory business trust that privately
sold $100 million of its trust preferred securities to an entity affiliated with
a financial institution. The trust preferred securities pay quarterly
distributions at a floating rate. We sold senior notes to the trust in exchange
for the proceeds the trust received from the sale of the trust preferred
securities. After expenses, we received approximately $98 million of proceeds
that we used to pay down a portion of the bridge loan we obtained for the
redemption of the senior notes discussed above. In connection with this
financing, we also agreed to sell $100 million in UtiliCorp United Inc. Common
Stock or trust preferred stock at prevailing market prices through the financial
institution within 24 months. Under certain circumstances, we may elect to
extend this time period for issuance by an additional 12 months.
ALINTAGAS
On October 17, 2000, we closed on our $166 million joint acquisition with United
Energy Limited of a 45% cornerstone interest in AlintaGas, a gas distribution
utility in Western Australia. We funded one-half of the purchase price primarily
through short-term borrowings. The remaining 55% of the shares of AlintaGas were
sold to the Australia public in a share float on October 17, 2000. UtiliCorp
owns approximately 34% of United Energy.
UECOMM PUBLIC OFFERING
In September 2000, we recorded a $44 million pre-tax gain in "Equity in Earnings
of Investments and Partnerships" from the initial public offering of Uecomm
Limited (UEC), formerly a wholly owned subsidiary of United Energy Limited. UEC
sold 33.5% of its common stock to the public, reducing United Energy's ownership
share to 66.5%.
GPU INTERNATIONAL
In October 2000, Aquila Energy, a wholly-owned subsidiary of UtiliCorp, agreed
to purchase GPU International, a company holding interests in six independent
U.S.-based generating plants and a development generating project, for $225
million. We intend to fund this transaction through a bridge financing facility
that we plan to refinance later with permanent capital. The transaction is
expected to close by the end of 2000.
4. ENVIRONMENTAL MATTER
Federal and state agencies are investigating apparent violations of
environmental laws committed by employees of a former division while we owned
the division. Based in Omaha, Nebraska, the division under investigation
conducted a water and wastewater treatment business and was sold by us in
January 1997. One former employee of the division has pleaded guilty to criminal
charges arising out of the investigation. We do not currently know what the
outcome of the investigation will be, but based on current facts we do not
believe that it will have a material adverse effect on our financial condition.
11
<PAGE>
5. REPORTABLE SEGMENT RECONCILIATION
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------------------------------------------------------------------------------
DOLLARS IN MILLIONS 2000 1999 2000 1999
---------------------------------------------------------------------------------------------
SALES:
<S> <C> <C> <C> <C>
Networks:
United States $ 438.1 $ 367.5 $ 1,340.0 $ 1,156.0
Canada 90.0 20.2 137.3 63.8
New Zealand --- 60.2 104.6 170.5
Australia --- --- --- ---
---------------------------------------------------------------------------------------------
Total Networks 528.1 447.9 1,581.9 1,390.3
---------------------------------------------------------------------------------------------
Energy Merchant 7,557.4 6,016.1 17,024.3 12,844.2
Services --- --- --- ---
Corporate and Other --- .2 .1 .9
---------------------------------------------------------------------------------------------
TOTAL $ 8,085.5 $ 6,464.2 $18,606.3 $14,235.4
=============================================================================================
EBIT:
Networks:
United States $ 45.3 $ 45.0 $ 133.8 $ 150.2
Canada 9.8 5.2 22.3 12.7
New Zealand 10.3 23.9 49.4 60.0
Australia 54.2 10.3 64.5 21.9
----------------------------------------------------------------------------------------------------
Total Networks 119.6 84.4 270.0 244.8
----------------------------------------------------------------------------------------------------
Energy Merchant 50.1 27.1 133.8 61.8
Services 7.9 3.7 25.8 3.7
Corporate and Other (14.7) (.6) (30.8) 1.5
----------------------------------------------------------------------------------------------------
TOTAL $ 162.9 $ 114.6 $ 398.8 $ 311.8
==================================================================================================
</TABLE>
12
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
UTILICORP UNITED INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
EXCEPT WHERE NOTED, THE FOLLOWING DISCUSSION REFERS TO THE CONSOLIDATED ENTITY,
UTILICORP UNITED INC. OUR BUSINESS SEGMENTS INCLUDE THE FOLLOWING BUSINESS
GROUPS: NETWORKS, CONSISTING PRIMARILY OF DOMESTIC AND INTERNATIONAL
TRANSMISSION, DISTRIBUTION AND GENERATION UTILITY OPERATIONS; ENERGY MERCHANT,
CONSISTING PRIMARILY OF DOMESTIC AND INTERNATIONAL ENERGY MERCHANT ACTIVITIES
AND SERVICES CONSISTING OF OUR TELECOMMUNICATION BUSINESS IN NORTH AMERICA AND
VARIOUS EQUITY INVESTMENTS.
FORWARD-LOOKING INFORMATION
This report contains forward-looking information. These statements involve risks
and uncertainties, and there are certain important factors that could cause
actual results to differ materially from those anticipated. Some of the
important factors that could cause actual results to differ materially from
those anticipated include:
- Both our Networks and Energy Merchant businesses are weather-sensitive.
Weather can affect results significantly to the extent that temperatures
differ from normal.
- We are exposed to market risk, which may cause us to incur losses from our
commodity services operations.
- We may not be able to implement our strategy if we are unable to access or
generate capital at competitive rates.
- We consider the continuation of our investment grade bond rating a key
priority for our strategy.
- The timing and extent of changes in interest rates could affect our
financial results.
- We may not be able to successfully integrate acquired businesses into our
operations.
- The volatility of prices of natural gas and natural gas liquids can
significantly affect the earnings contribution from the capacity services
segment of our Energy Merchant group.
- The pace of well connections to our gas gathering system can affect the
earnings contribution from the capacity services segment of our Energy
Merchant group.
- Our development of a merchant power plant may not be successful or
profitable.
- The pace and degree of regulatory changes in the U.S. and abroad can affect
new business opportunities and the intensity of competition.
- The value of the U.S. dollar relative to the British pound, Canadian
dollar, Australian dollar and New Zealand dollar can affect financial
results from our foreign operations.
- The results of operations from our Australian operations may be affected in
the near future by the next phase of deregulation, which makes customers
contestable and resets rates.
- The continued expansion of the electric power markets and development of
liquid term markets.
- The inability to pass through increased fuel and purchased power costs in
current electric rates in Missouri may affect the results of operations of
our networks in periods of increasing natural gas prices.
- Pending rate proceedings will affect future network earnings.
- Expansion of electric markets in the United Kingdom and Europe will affect
both opportunity and competition in marketing and trading activities.
- The sale of a portion of our New Zealand interests may affect future
results of operations from our New Zealand operation.
- The construction of broadband fiber-optic networks and start-up operations
of our communication business may have a negative effect on results of
operations over the next few years.
13
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
We believe our liquidity and capital resources are sufficient and provide
adequate financial flexibility to meet our anticipated cash needs. Our
operations have historically generated strong positive cash flow, which, along
with our credit lines, accounts receivable sales programs and access to capital
markets have provided adequate liquidity to meet our short-term and long-term
cash requirements, including requirements for acquisitions.
We utilize accounts receivable sales programs to efficiently manage our working
capital and provide immediate liquidity. In September 1999, due to growth in the
trading business, we increased our total capacity under these programs by $125
million to $405 million. At September 30, 2000, we had sold approximately $367
million of receivables under these programs. Another source of short-term cash
has been uncommitted bank loans that aggregated $156 million at September 30,
2000. In addition to the accounts receivable sales program and bank loans, we
can issue up to $150 million of commercial paper, which is supported by a $250
million revolving credit agreement. We had commercial paper borrowings
outstanding of $50 million at September 30, 2000.
The holders of $100 million of our 6.375 percent Senior Notes exercised their
option to redeem these notes effective June 1, 2000. We used the proceeds of a
$100 million bridge loan to redeem the notes.
In June 2000, we established a Delaware statutory business trust that privately
sold $100 million of its trust preferred securities to an entity affiliated with
a financial institution. The trust preferred securities pay quarterly
distributions at a floating rate. We sold senior notes to the trust in exchange
for the proceeds the trust received from the sale of the trust preferred
securities. After expenses, we received approximately $98 million of proceeds
that we used to pay down a portion of the bridge loan we obtained for the
redemption of the senior notes discussed above. In connection with this
financing, we also agreed to sell $100 million worth of UtiliCorp United Inc.
Common Stock or trust preferred stock at prevailing market prices through the
financial institution within 24 months. Under certain circumstances, we may
elect to extend this time period for issuance by an additional 12 months.
On June 30, 2000, we sold a portion of our New Zealand investment to a private
equity investor (minority shareholder) that reduced our effective ownership in
UnitedNetworks to about 62 percent. In connection with the transaction we
granted the minority shareholder board and shareholder participation and
protective rights and therefore can no longer consolidate our New Zealand
operations for financial statement purposes. The major effects of
deconsolidation were the reduction of net property, plant and equipment by
approximately $1.1 billion and long-term debt by $670 million. Our investment in
New Zealand is now accounted for using the equity method.
In July 2000, we closed on a $321 million prepaid gas sale. We used the proceeds
of this transaction to pay down short-term debt.
On August 31, 2000, we completed our acquisition of TransAlta Corporation's
Alberta-based electricity distribution and retail assets for approximately $480
million. We operate the business as UtiliCorp Networks Canada. We financed the
purchase with a new $247 million long-term bank facility, a new $212 million
short-term bank facility and available cash. On September 6, 2000, we agreed to
sell the retail assets to Epcor, a water and gas company based in Edmonton, for
approximately $75 million. We intend to use the proceeds of this sale to pay
down the short-term bank facility. We expect this sale to close by the end of
2000.
On October 17, 2000, we closed on our $166 million joint acquisition with United
Energy Limited of a 45% cornerstone interest in AlintaGas, a gas distribution
utility in Western Australia. We funded one-half of the purchase price primarily
through short-term borrowings. The remaining 55% of the shares of AlintaGas were
sold to the Australia public in a share float on October 17, 2000. UtiliCorp
owns 34% of United Energy.
In October 2000, Aquila Energy, a wholly-owned subsidiary of UtiliCorp, agreed
to purchase GPU International, a company holding interests in six independent
U.S.-based generating plants and a development generating project, for $225
million. We intend to fund this transaction through a bridge financing facility
that we plan to refinance later with permanent capital. The transaction is
expected to close by the end of 2000.
14
<PAGE>
In 2000, we increased our investment in Quanta through the purchase of
additional common shares and convertible subordinated notes at a total cost of
approximately $360 million. We also have invested $17 million in Everest in
2000. In October 2000, we invested an additional $25 million in Everest. We have
committed $300 million for Everest's construction of its networks in the Kansas
City and Tulsa areas. We are currently evaluating alternative sources of
financing to permanently fund these investments.
SIGNIFICANT BALANCE SHEET MOVEMENTS
Total assets increased by $2,503.5 million since December 31, 1999. This
increase is primarily attributable to the following:
- Accounts receivable increased $1,308.7 million primarily due to the
seasonality and price fluctuations of our gas and power trading business.
- Inventories and supplies decreased by $85.9 million primarily due to a
seasonal decrease in our storage of natural gas and Aquila's increased
sales of natural gas inventories due to current high prices.
- Price risk management liabilities, net of assets, increased by $236.5
million. The $321 million prepaid gas sale was the primary cause for the
increase. Both the assets and liabilities also increased due to the pricing
of contracts based on market prices of gas and power, which can fluctuate
significantly.
- Investments in subsidiaries and partnerships increased by $757.0 million.
Due to the deconsolidation of our New Zealand networks business, this
investment is now accounted for using the equity method, which increased
investments in subsidiaries and partnerships by approximately $350 million.
We also made an additional $360 million investment in Quanta.
- Net property, plant and equipment decreased by $505.7 million primarily due
to the deconsolidation of our New Zealand networks business. This
transaction removed approximately $1.1 billion from net property, plant and
equipment. Also contributing to this decrease was the sale of 50 percent of
our ownership of the Aries combined cycle plant to Calpine Corporation.
These investments are now accounted for using the equity method and
reflected in investment in subsidiaries and partnerships. These decreases
were offset in part by the purchase of TransAlta's electric distribution
business that added approximately $502 million to net property, plant and
equipment.
- Deferred charges increased $220 million, primarily due to approximately
$119 million of deferred purchase power costs relating to the TransAlta
acquisition and $35 million of down payments on turbines for Aquila's
merchant operations.
Total liabilities increased by $2,467.0 million and common shareholders' equity
increased by $36.5 million since December 31, 1999. These increases are
primarily attributable to the following:
- Accounts payable increased by $1,387.4 million primarily due to the
seasonality and price fluctuations of our gas and power trading business.
- Short-term debt increased $188.5 million primarily due to $212 million of
short-term debt incurred in the TransAlta acquisition.
- Long-term debt, including current maturities of long-term debt, decreased
$188.1 million. This decrease is primarily due to the deconsolidation of
our New Zealand business, which removed approximately $670 million of
long-term debt from the balance sheet and the retirement of $100 million of
6.375%, Senior Notes. This decrease was partially offset by $247 million of
long-term debt incurred in the TransAlta acquisition and $274 million of
long-term debt incurred in the Orion acquisition.
- Company-obligated mandatorily redeemable preferred securities increased due
to the issuance of $100 million of trust-preferred securities on June 30,
2000.
- Common shareholders' equity increased by $36.5 million as a result of net
income of $158.6 million, offset by common dividends declared of $83.6
million, net treasury stock purchases of $1.3 million, net increases in
unfavorable currency translation adjustments of $27.7 million and a $9.5
million decrease in premium on capital stock due to stock issuances for
compensation and benefit plans. The increase in unfavorable currency
translation adjustments was offset by $30.7 million of unfavorable currency
translation adjustments eliminated in the deconsolidation of our New
Zealand business.
15
<PAGE>
RESULTS OF OPERATIONS
NETWORKS
The table below summarizes the operations of our domestic and international
networks for the three- and nine-month periods of each year.
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------------------------------------------------------------------------------------------------------
DOLLARS IN MILLIONS 2000 1999 2000 1999
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sales:
Electric* $ 308.3 $ 306.2 $ 781.5 $ 747.2
Gas 97.1 79.5 466.9 450.6
Other 122.7 62.2 333.5 192.5
--------------------------------------------------------------------------------------------------------------------
Total sales 528.1 447.9 1,581.9 1,390.3
--------------------------------------------------------------------------------------------------------------------
Cost of sales:
Electric* 171.3 135.2 390.4 305.5
Gas 55.4 38.3 284.6 262.5
Other 120.0 53.7 295.6 159.8
--------------------------------------------------------------------------------------------------------------------
Total cost of sales 346.7 227.2 970.6 727.8
--------------------------------------------------------------------------------------------------------------------
Gross profit* 181.4 220.7 611.3 662.5
--------------------------------------------------------------------------------------------------------------------
Operating expenses:
Operation 68.0 77.6 229.2 226.8
Depreciation and amortization 36.3 38.5 118.5 118.1
Maintenance 13.5 13.2 38.8 41.6
Taxes, other than income taxes 10.8 20.0 37.7 53.9
--------------------------------------------------------------------------------------------------------------------
Total operating expenses 128.6 149.3 424.2 440.4
--------------------------------------------------------------------------------------------------------------------
Equity in earnings of investments and partnerships 64.3 6.7 78.8 14.9
Other income 2.5 6.3 4.1 7.8
--------------------------------------------------------------------------------------------------------------------
Earnings before interest and taxes (EBIT) $ 119.6 $ 84.4 $ 270.0 $ 244.8
====================================================================================================================
EBIT by segment subunit:
United States $ 45.3 $ 45.0 $ 133.8 $ 150.2
Canada 9.8 5.2 22.3 12.7
New Zealand 10.3 23.9 49.4 60.0
Australia 54.2 10.3 64.5 21.9
--------------------------------------------------------------------------------------------------------------------
Total Networks $ 119.6 $ 84.4 $ 270.0 $ 244.8
====================================================================================================================
</TABLE>
* Sales, cost of sales and gross profit for the third quarter and nine months of
2000 were increased by the acquisition of TransAlta's electricity distribution
and retail assets on August 31, 2000. The deconsolidation of our New Zealand
business on June 30, 2000 decreased sales and gross profit.
DOMESTIC NETWORKS
QUARTER-TO-QUARTER
EBIT for our domestic networks increased $.3 million in 2000 compared to
1999. Gross profit was lower primarily due to increased purchase power and
fuel costs that were higher as a result of steep rises in natural gas costs
in 2000. Reduced operating expenses including property and franchise taxes
offset this effect. The continuation of natural gas costs at these higher
levels could have an adverse impact on the future operating results of our
domestic networks, as we are not permitted to pass these costs through in
current electric rates in Missouri. We are confident that we can manage this
price exposure going forward which will minimize its financial impact.
YEAR-TO-DATE
(FACTORS DISCUSSED IN THE QUARTER-TO-QUARTER COMPARISON ALSO AFFECT THE
YEAR-TO-DATE COMPARISONS.)
16
<PAGE>
EBIT for our domestic networks decreased $16.4 million in 2000 compared to the
1999 period. This decrease is primarily due to higher purchased power cost and
fuel costs offset by reduced operating expenses as discussed above. In 1999, our
West Virginia business contributed $15.0 million of gross profit, but did not
contribute to the EBIT line. We sold that business at the end of 1999.
REGULATORY MATTERS
The following is a summary of our pending rate case activity:
<TABLE>
<CAPTION>
AMOUNT REQUESTED
RATE CASE DESIGNATION TYPE OF SERVICE DATE REQUESTED (IN MILLIONS)
------------------------------ --------------------------- --------------------------- ----------------------
<S> <C> <C> <C>
MINNESOTA Gas May 12, 2000 $9.7
</TABLE>
We supplemented our Minnesota filing in mid-August and interim rates became
effective October 1, 2000.
In June 2000, the Kansas Corporation Commission issued an order approving a
settlement of the Kansas gas rate case permitting us to increase Kansas's gas
rates by $4.8 million effective September 1, 2000.
In January 2000, we were ordered to reduce Kansas's electric rates by $8.7
million. A final order was issued July 19, 2000, revising the rate reduction to
$8.3 million effective on January 19, 2000.
We have appealed the Commission decisions in the Kansas gas and electric cases
to the Kansas State Court of Appeals.
ST. JOSEPH LIGHT & POWER
On May 2, 2000, the staff of the Missouri Public Service Commission filed
testimony in opposition to our merger with St. Joseph Light & Power Co. under
the regulatory plan offered by the applicants. UtiliCorp and St. Joseph Light &
Power filed response comments June 26, 2000, and formal hearings were held in
July 2000. The state commissions in Colorado, Iowa and Minnesota have approved
the merger. The Federal Energy Regulatory Commission also approved the merger on
July 26, 2000.
In September 2000, we informed St. Joseph Light & Power that we considered a
recent fire at their primary power plant potentially material to the merger and
launched a due diligence investigation of the issue. Subject to the satisfactory
resolution of the investigation and a favorable ruling by the Missouri Public
Service Commission on our merger application, we expect this merger to close by
the end of 2000.
EMPIRE DISTRICT ELECTRIC COMPANY
On June 21, 2000, the staff of the Missouri Public Service Commission filed
testimony in opposition to our merger with The Empire District Electric Company
("Empire District") under the regulatory plan offered by the applicants. The
formal hearings before the Missouri Commission were held in September 2000.
UtiliCorp and Empire District also filed joint applications with the state
commissions in Arkansas, Oklahoma and Kansas on January 31, 2000, requesting
approval of the merger. Hearings were held in these states in September and
October 2000. We expect this merger to be completed by the end of 2000. The
state commissions in Colorado, Iowa and Minnesota have approved the merger. The
Federal Energy Regulatory Commission also approved the merger on July 26, 2000.
INTERNATIONAL NETWORKS
Our management of international network operations is consistent with the
strategies of our domestic network business segments. We manage our
international businesses with local management that reports separately to our
corporate management.
AUSTRALIA
QUARTER-TO-QUARTER
EBIT for our Australia networks increased $43.9 million in 2000 compared to
1999. The increase was due to the recognition of a pre-tax gain of $44.0 million
from the completed initial public offering of Uecomm Limited shares to the
public.
17
<PAGE>
YEAR-TO-DATE
(FACTORS DISCUSSED IN THE QUARTER-TO-QUARTER COMPARISON ALSO AFFECTED THE
YEAR-TO-DATE COMPARISONS.)
EBIT for our Australia networks increased $42.6 million in 2000 compared to
1999. The increase was primarily the result of the gain discussed above. The
electric distribution business showed improved results over 1999 but this
improvement was more than offset by the seasonality of the gas distribution
business, which was purchased in March 1999, and costs associated with our
unsuccessful bid to acquire a utility in South Australia.
NEW ZEALAND
QUARTER-TO-QUARTER
EBIT for our New Zealand networks decreased $13.6 million compared to the same
quarter in 1999. The decrease in EBIT was due primarily to the deconsolidation
of our New Zealand business effective June 30, 2000. The deconsolidation meant
recognizing our share of the net earnings of that business after interest and
taxes, as equity earnings in the third quarter of 2000. The net income
contribution of our New Zealand networks increased $1.7 million in the third
quarter of 2000 compared to 1999. The devaluation of the New Zealand dollar has
also reduced EBIT.
YEAR-TO-DATE
(FACTORS DISCUSSED IN THE QUARTER-TO-QUARTER COMPARISON ALSO AFFECT THE
YEAR-TO-DATE COMPARISONS.)
EBIT for our New Zealand networks decreased $10.6 million compared to 1999. The
decrease in EBIT for the year-to-date is the result of the deconsolidation in
the third quarter of 2000 and devaluation of the New Zealand dollar described
above, offset in part by a $3.2 million EBIT contribution from our Orion
acquisition.
CANADA
QUARTER-TO-QUARTER
Canadian networks EBIT increased by $4.6 million in the third quarter 2000
compared to the same period in 1999. We realized a $4.1 million EBIT
contribution from our acquisition of the Alberta electric distribution and
retail assets of TransAlta effective August 31, 2000. A 4.9 percent rate
increase for our West Kootenay Power operations effective January 1, 2000, also
contributed to this increase.
YEAR-TO-DATE
(Factors discussed in the quarter-to-quarter comparison also affect the
year-to-date comparisons.)
Canadian networks EBIT increased by $9.6 million in 2000 compared to 1999. This
increase was primarily due to the TransAlta acquisition discussed above. The
4.9% rate increase and colder winter weather in 2000 for our West Kootenay Power
operations also contributed to this increase.
18
<PAGE>
ENERGY MERCHANT
The table below summarizes the operations of our domestic and international
Energy Merchant businesses for the three- and nine-month periods ended September
30, 2000 and 1999.
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------------------------------------------------------------------------------------------------
DOLLARS IN MILLIONS 2000 1999 2000 1999
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sales $7,557.4 $ 6,016.1 $17,024.3 $ 12,844.2
Cost of sales 7,471.0 5,947.6 16,726.9 12,662.2
------------------------------------------------------------------------------------------------------------
Gross profit 86.4 68.5 297.4 182.0
------------------------------------------------------------------------------------------------------------
Operating expenses:
Operation and maintenance 49.1 42.4 188.6 120.2
Depreciation and amortization 10.5 9.4 34.6 27.4
------------------------------------------------------------------------------------------------------------
Total operating expenses 59.6 51.8 223.2 147.6
Equity in earnings of investments and
partnerships 4.6 6.4 13.2 19.7
Other income 18.7 4.0 46.4 7.7
------------------------------------------------------------------------------------------------------------
Earnings before interest and taxes (EBIT) $ 50.1 $ 27.1 $ 133.8 $ 61.8
============================================================================================================
EBIT by segment subunit:
Commodity Services $ 22.5 $ 10.4 $ 78.0 $ 28.2
Capacity Services 16.0 14.2 35.9 30.9
Capital Services 11.6 2.5 19.9 2.7
------------------------------------------------------------------------------------------------------------
Total Energy Merchant $ 50.1 $ 27.1 $ 133.8 $ 61.8
============================================================================================================
</TABLE>
COMMODITY SERVICES
QUARTER-TO-QUARTER
EBIT for our domestic and international marketing business increased by $12.1
million over the same period in the prior year. This reflects strong performance
across all major portfolios resulting from net long positions with rising
commodity prices and a 52% increase in term transaction volume
quarter-to-quarter. The term transaction volume increases largely stem from
increased demand for guaranteed generation and weather products on which we
share risk with another company.
YEAR-TO-DATE
(FACTORS DISCUSSED IN THE QUARTER-TO-QUARTER COMPARISON ALSO AFFECT THE
YEAR-TO-DATE COMPARISONS.)
EBIT increased by $49.8 in the first nine months of 2000 compared to 1999.
Strong performances in all of our major portfolios as discussed above led to
this increase. We also settled a long-standing contractual dispute, which
favorably impacted the first quarter of 2000.
CAPACITY SERVICES
QUARTER-TO-QUARTER
EBIT increased by $1.8 million in 2000 due primarily to a power sale from a new
contractual arrangement that generated EBIT of $7.5 million. This increase was
partially offset by a 19% decrease in throughput volumes that decreased EBIT by
$1.4 million and the sale of an independent power project in late 1999 that
decreased EBIT by $2.5 million.
YEAR-TO-DATE
(FACTORS DISCUSSED IN THE QUARTER-TO-QUARTER COMPARISON ALSO AFFECT THE
YEAR-TO-DATE COMPARISONS.)
EBIT increased by $5.0 million primarily due to the power sale discussed above.
A 44% increase in natural gas liquids prices, offset by throughput volumes that
decreased 13%, resulted in an $8.2 million net increase in EBIT. Equity earnings
decreased due to the loss of the EBIT contribution of an independent power
project sold in late 1999.
19
<PAGE>
CAPITAL SERVICES
EBIT increased by $9.1 million for the third quarter and $17.2 million for the
year-to-date 2000 in our Capital Services business due to the continued growth
in our structured finance business. We have committed approximately $448 million
in capital as of September 30, 2000. We also closed a $321 million prepaid gas
sale in the third quarter of 2000, that contributed to the EBIT growth in 2000.
SERVICES
Our Services segment includes our investment in our North American
telecommunications business and Quanta. EBIT from our Services business was $7.9
million in the third quarter and $25.8 million for the first nine months of
2000, compared to $3.7 million in each of the same periods of 1999. This
business segment's EBIT primarily consists of our management fees and equity
earnings from our investment in Quanta. This was a new investment in September
1999. We also incurred approximately $1.8 million of start-up costs in our
telecommunications business in the third quarter of 2000.
QUANTA SERVICES, INC.
In 2000, we increased our ownership in Quanta through the purchase of additional
common shares and convertible subordinated notes at a total cost of
approximately $360 million. When combined with our previous investments, our
fully converted beneficial ownership in Quanta now is approximately 36 percent.
We are currently evaluating alternative sources of financing to permanently fund
these recent transactions.
CORPORATE AND OTHER
EBIT for Corporate and Other decreased by $14.1 million and $32.3 million when
comparing the third quarter and nine months of 2000 to 1999. The decrease is
primarily the result of increased costs associated with our accounts receivable
sales programs and certain other costs related to corporate development
activities.
ENVIRONMENTAL MATTERS
Federal and state agencies are investigating apparent violations of
environmental laws committed by employees of a former division while we owned
the division. Based in Omaha, Nebraska, the division under investigation
conducted a water and wastewater treatment business and was sold by us in
January 1997. One former employee of the division has pleaded guilty to criminal
charges arising out of the investigation. We do not currently know what the
outcome of the investigation will be, but based on current facts we do not
believe that it will have a material adverse effect on our financial condition
ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities" (SFAS 133). In June 1999, the
FASB issued Statement No. 137, "Accounting for Derivative Instruments and
Hedging Activities - Deferral of the Effective Date of FASB Statement No.
133." In June 2000, the FASB issued statement No. 138, "Accounting for
Certain Derivative Instruments and Certain Hedging Activities - An Amendment
of FASB Statement No. 133," which amended the accounting and reporting
standards of SFAS 133 for certain derivative instruments and certain hedging
activities. SFAS 133, as amended, establishes accounting and reporting
standards for derivative instruments and hedging activities requiring that
every derivative instrument, including certain derivative instruments
embedded in other contracts, be recorded in the balance sheet as either an
asset or liability measured at its fair value. The statement requires that
changes in the derivative's fair value be recognized currently in earnings
unless specific hedge accounting criteria are met. Special accounting for
qualifying hedges allows a derivative's gains and losses to offset related
results on the hedged item in the income statement, and requires that the
company must formally document, designate and assess the effectiveness of
transactions that receive hedge accounting. We will adopt SFAS 133, as
amended, effective January 1, 2001. The adoption of these standards could
increase volatility in earnings and other comprehensive income or result in
certain changes in our business practices.
Significant portions of the derivatives we use are a component of our price risk
management activities. These derivatives, along with energy commodity contracts
included in our trading activities, are currently reflected on our balance sheet
as assets and liabilities at their fair value.
20
<PAGE>
We have identified applicable contracts and evaluated them for classification as
derivatives or to determine if they contain embedded derivatives that must be
separately accounted for under SFAS 133. We have assessed the designation of
certain of these contracts as hedges and evaluated their effectiveness. We have
performed preliminary valuations of these derivatives based on the current
inventory and market conditions as of September 30, 2000. Our current
assessment is that the cumulative effect of adoption on our results of
operations, other comprehensive income and financial condition would not be
significant. This is based upon our present portfolio of derivatives and
current market conditions. Our portfolio of derivatives is subject to change
from time to time based on management's decisions as to the appropriate
strategies and our overall risk management levels. In addition, changes in
market prices, interest rates and foreign currency rates could increase the
cumulative effect on earnings and other comprehensive income between
September 30, 2000 and the effective date.
PART II
OTHER INFORMATION
ITEM 6. EXHIBITS
(a) LIST OF EXHIBITS:
27 Financial Data Schedule--Nine months ended September 30, 2000.
(b) REPORT ON FORM 8-K
No reports on Form 8-K were filed during the third quarter of
2000.
21
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
UTILICORP UNITED INC.
By: /s/ Peter S. Lowe
--------------------------
Peter S. Lowe
Senior Vice President and Chief Financial Officer
Date: November 13, 2000
22
