<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 JUNE 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.


<TABLE>
<CAPTION>

CLASS                                             Outstanding at August 7, 2000
-----
<S>                                               <C>
Common Stock, $1 par value                               92,654,095


</TABLE>

<PAGE>

                         PART I - FINANCIAL INFORMATION




ITEM 1.  FINANCIAL STATEMENTS

Information regarding the consolidated condensed financial statements is set
forth 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 20.

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

Information regarding the submission of matters to a vote of securities
holders can be found on page 21.

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

<PAGE>

PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

                                 UTILICORP UNITED INC.
                CONSOLIDATED CONDENSED STATEMENTS OF INCOME--UNAUDITED

<TABLE>
<CAPTION>
                                                                              Three Months Ended June 30,
-------------------------------------------------------------------------------------------------------------
DOLLARS IN MILLIONS                                                            2000               1999
-------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>                <C>
Sales                                                                      $  5,770.9         $  3,970.1
Cost of sales                                                                 5,447.7            3,697.1
-------------------------------------------------------------------------------------------------------------
GROSS PROFIT                                                                    323.2              273.0
-------------------------------------------------------------------------------------------------------------
Operating, administrative and maintenance expense                               186.4              149.6
Depreciation expense                                                             57.1               49.9
OTHER (INCOME) EXPENSE:

Equity in earnings of investments and partnerships                              (16.8)              (8.8)
Other                                                                            (7.4)              (3.3)
-------------------------------------------------------------------------------------------------------------
EARNINGS BEFORE INTEREST AND TAXES                                              103.9               85.6
-------------------------------------------------------------------------------------------------------------
Interest expense                                                                 49.2               44.7
Minority interest in income of partnership and trusts                             8.3                2.2
-------------------------------------------------------------------------------------------------------------
EARNINGS BEFORE INCOME TAXES                                                     46.4               38.7
Income taxes                                                                     17.1               13.9
-------------------------------------------------------------------------------------------------------------
NET INCOME                                                                 $     29.3         $     24.8
=============================================================================================================
EARNINGS PER COMMON SHARE:
    Basic                                                                  $       .32        $       .27
    Diluted                                                                $       .31        $       .27
=============================================================================================================
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>
                                                                               Six Months Ended June 30,
-------------------------------------------------------------------------------------------------------------
DOLLARS IN MILLIONS                                                            2000               1999
-------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>                <C>
Sales                                                                      $  10,520.6        $  7,771.1
Cost of sales                                                                  9,879.6           7,215.1
-------------------------------------------------------------------------------------------------------------
GROSS PROFIT                                                                     641.0             556.0
-------------------------------------------------------------------------------------------------------------
Operating, administrative and maintenance expense                                347.6             286.1
Depreciation expense                                                             109.8              94.4
OTHER (INCOME) EXPENSE:
Equity in earnings of investments and partnerships                               (44.0)            (20.7)
Other                                                                             (8.3)             (1.0)
-------------------------------------------------------------------------------------------------------------
EARNINGS BEFORE INTEREST AND TAXES                                               235.9             197.2
-------------------------------------------------------------------------------------------------------------
Interest expense                                                                  92.5              79.2
Minority interest in income of partnership and trusts                             16.6               4.4
-------------------------------------------------------------------------------------------------------------
EARNINGS BEFORE INCOME TAXES                                                     126.8             113.6
Income taxes                                                                      43.1              36.9
-------------------------------------------------------------------------------------------------------------
NET INCOME                                                                 $      83.7        $     76.7
=============================================================================================================
EARNINGS PER COMMON SHARE:
    Basic                                                                  $        .90       $       .84
    Diluted                                                                $        .90       $       .83
=============================================================================================================
DIVIDENDS PER COMMON SHARE                                                 $        .60       $       .60
=============================================================================================================

</TABLE>

See accompanying notes to consolidated condensed financial statements.
















                                                           4

<PAGE>

                                        UTILICORP UNITED INC.
                                CONSOLIDATED CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                               June 30,        December 31,
---------------------------------------------------------------------------------------------------------------
DOLLARS IN MILLIONS                                                              2000              1999
---------------------------------------------------------------------------------------------------------------
                                                                             (Unaudited)
<S>                                                                         <C>                <C>
ASSETS
CURRENT ASSETS:
     Cash and cash equivalents                                              $     115.3        $     224.9
     Funds on deposit                                                              37.2               47.3
     Accounts receivable, net                                                   2,356.9            1,446.5
     Inventories and supplies                                                     124.0              266.0
     Price risk management assets                                                 674.5              198.2
     Prepayments and other                                                        173.4               89.3
---------------------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                                            3,481.3            2,272.2
---------------------------------------------------------------------------------------------------------------

Property, plant and equipment, net                                              2,645.4            3,665.1
Investments in subsidiaries and partnerships                                    1,806.3            1,063.9
Price risk management assets                                                      292.0              206.5
Merchant notes receivable                                                         284.0              179.3
Deferred charges                                                                  253.8              151.6
---------------------------------------------------------------------------------------------------------------
TOTAL ASSETS                                                               $    8,762.8        $   7,538.6
===============================================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY:
CURRENT LIABILITIES:
     Current maturities of long-term debt                                  $       18.0        $      42.8
     Short-term debt                                                              349.9              248.9
     Accounts payable                                                           2,596.4            1,713.1
     Accrued liabilities                                                           84.6               59.2
     Price risk management liabilities                                            600.6              181.7
     Other                                                                         63.7               99.0
---------------------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                                                       3,713.2            2,344.7
---------------------------------------------------------------------------------------------------------------

LONG-TERM LIABILITIES:
     Long-term debt, net                                                        1,832.5            2,202.3
     Deferred income taxes and credits                                            425.9              434.2
     Price risk management liabilities                                            575.7              520.7
     Minority interest                                                            ---                 76.8
     Other deferred credits                                                       247.7               84.5
---------------------------------------------------------------------------------------------------------------
TOTAL LONG-TERM LIABILITIES                                                     3,081.8            3,318.5
---------------------------------------------------------------------------------------------------------------

Company-obligated mandatorily redeemable preferred securities of
     partnership and trusts                                                       450.0              350.0
Common shareholders' equity                                                     1,517.8            1,525.4

---------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                  $   8,762.8        $   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                   Six Months Ended
                                                         June 30,                            June 30,
---------------------------------------------------------------------------------------------------------------
DOLLARS IN MILLIONS                                2000             1999             2000              1999
---------------------------------------------------------------------------------------------------------------
<S>                                              <C>              <C>              <C>               <C>
Net Income                                       $  29.3          $  24.8          $  83.7           $  76.7

Other comprehensive income (loss):
   Unrealized translation
    adjustments                                     (9.4)            (4.4)           (45.9)              (.7)
---------------------------------------------------------------------------------------------------------------

COMPREHENSIVE INCOME                             $  19.9          $  20.4          $  37.8           $  76.0
===============================================================================================================

</TABLE>

               CONSOLIDATED CONDENSED STATEMENTS OF COMMON SHAREHOLDERS' EQUITY


<TABLE>
<CAPTION>

                                                                               June 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 June 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                                                        1,210.9            1,226.5
Retained Earnings                                                                 273.5              239.3
Treasury Stock, at cost (993,679 and 282,233 shares at June 30,
   2000 and December 31, 1999, respectively)                                      (16.5)              (5.4)

Accumulated Other Comprehensive Losses                                            (43.7)             (28.6)
---------------------------------------------------------------------------------------------------------------
TOTAL COMMON SHAREHOLDERS' EQUITY                                          $    1,517.8       $    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>
                                                                            Six Months Ended June 30,
-----------------------------------------------------------------------------------------------------------
DOLLARS IN MILLIONS                                                           2000             1999
-----------------------------------------------------------------------------------------------------------
<S>                                                                        <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                                                             $   83.7          $  76.7
    Adjustments to reconcile net income to net cash provided:
      Depreciation expense                                                    109.8             94.4
      Net changes in price risk management assets and liabilities             (87.9)           (25.0)
      Income taxes and investment tax credits                                  20.1              (.8)
      Equity in earnings of investments and partnerships                      (44.0)           (16.6)
      Dividends from investments and partnerships                              15.8              7.2
      Merchant notes receivable                                              (104.7)           (79.5)
      Minority interests                                                        3.3              5.1
      Changes in certain assets and liabilities:
         Accounts receivable/payable, net                                     (27.1)           (69.0)
         Inventories and supplies                                             142.0             10.6
         Prepayments and other                                                (56.8)            41.4
         Accrued liabilities, net                                              25.4               .8
         Other                                                                (14.1)           (11.3)
-----------------------------------------------------------------------------------------------------------
CASH PROVIDED BY OPERATING ACTIVITIES                                          65.5             34.0
-----------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
      Additions to utility plant                                              (85.5)           (44.0)
      Investments in international businesses                                (277.5)          (490.1)
      Investment in communication services                                   (360.1)            --
      Other                                                                    45.1           (165.2)
-----------------------------------------------------------------------------------------------------------
CASH USED FOR INVESTING ACTIVITIES                                           (678.0)          (699.3)
-----------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
      Treasury stock sold (acquired)                                          (16.4)            32.8
      Issuance of long-term debt                                              371.4            518.8
      Issuance of trust preferred securities                                  100.0             --
      Retirement of long-term debt                                           (207.5)            (1.9)
      Short-term borrowings net                                               321.1            231.6
      Cash dividends paid                                                     (55.5)           (55.4)
      Other                                                                   (10.2)             8.2
-----------------------------------------------------------------------------------------------------------
CASH PROVIDED FROM FINANCING ACTIVITIES                                       502.9            734.1
-----------------------------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents                             (109.6)            68.8
Cash and cash equivalents at beginning of period                              224.9            120.5
-----------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                 $  115.3          $ 189.3
===========================================================================================================

</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
six-month periods ended June 30, 2000 and 1999.

<TABLE>
<CAPTION>
                                                             Three Months Ended              Six Months Ended
IN MILLIONS, EXCEPT PER SHARE AMOUNTS                             June 30,                       June 30,
--------------------------------------------------------------------------------------------------------------------
                                                           2000            1999            2000             1999
--------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>              <C>            <C>               <C>
Earnings available for common shares                     $  29.3          $  24.8        $  83.7           $  76.7
Convertible bonds                                            ---               .1             .1                .1
--------------------------------------------------------------------------------------------------------------------
Earnings available for common shares after
   assumed conversion of dilutive securities             $  29.3          $  24.9        $  83.8           $  76.8
--------------------------------------------------------------------------------------------------------------------

Earnings per share:
    Basic                                                $    .32         $    .27       $    .90          $    .84
    Diluted                                              $    .31         $    .27       $    .90          $    .83
--------------------------------------------------------------------------------------------------------------------

Weighted average number of common shares
   used in basic earnings per share

                                                            92.7             92.7           92.8              91.7
Per share effect of dilutive securities:
    Stock options                                             ---              .6             .1                .6
    Convertible bonds                                         .3               .3             .3                .3
--------------------------------------------------------------------------------------------------------------------
Weighted number of common shares and
   dilutive potential common shares used in
   diluted earnings per share                               93.0             93.6           93.2              92.6
--------------------------------------------------------------------------------------------------------------------
</TABLE>

3.   FINANCINGS, MERGERS, ACQUISITIONS AND DIVESTITURES

QUANTA SERVICES, INC.

On April 26, 2000, we increased our ownership in Quanta through the purchase
of additional common shares and convertible subordinated notes at a total
cost of approximately $340 million. When combined with our previous
investments, our fully converted beneficial ownership in Quanta now is
approximately 36 percent.

EVEREST COMMUNICATIONS CORP.

On April 18, 2000, we announced a joint venture with GLA New Ventures, L.L.C. to
form 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
and Missouri. We have also filed CLEC applications in Nebraska and Colorado.
We have committed $150 million for Everest's construction of its first
network in the Kansas City area under franchises approved and pending.

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


                                       9
<PAGE>

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
its 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

In June 2000, the Missouri Public Service Commission staff approved UtiliCorp's
acquisition of the TransAlta Corporation's Alberta-based electricity
distribution assets for $450 million. The Alberta Energy Utilities Board
approved the acquisition on July 5, 2000. We expect this merger to close during
the third quarter 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
through July 2000. We expect this merger to be completed by the end of the
fourth quarter of 2000. The state commissions in Colorado, Iowa, Minnesota and
West Virginia have approved the merger. The Federal Energy Regulatory Commission
also approved the merger on July 26, 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.
UtiliCorp and Empire District plan to file response comments by August 23, 2000.
The formal hearings before the Missouri Commission are scheduled through
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 are scheduled in these states for
September and October 2000. We expect this merger to be completed by the end of
the fourth quarter of 2000. The state commissions in Colorado, Iowa, Minnesota
and West Virginia 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.

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


                                      10
<PAGE>

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.

ALINTAGAS

On July 31, 2000, we expanded our interest in Australia when our $189 million
joint bid with United Energy Limited to acquire 45 percent of AlintaGas, a
gas distribution utility in Western Australia, was accepted by the state's
government. The remaining 55 percent of AlintaGas will be offered to the
public in Australia in a public offering that is expected to close at the
same time as our acquisition in October 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               Six Months Ended
                                                             June 30,                         June 30,
----------------------------------------------------------------------------------------------------------------
DOLLARS IN MILLIONS                                     2000            1999           2000            1999
----------------------------------------------------------------------------------------------------------------
<S>                                                  <C>             <C>            <C>             <C>
SALES:
Networks:
   United States                                     $   376.9       $   311.1      $   901.9       $   788.5
   Canada                                                 21.4            20.4           47.3            43.6
   New Zealand                                            58.7            57.6          104.6           110.2
   Australia                                             ---            ---             ---            ---
----------------------------------------------------------------------------------------------------------------
Total Networks                                           457.0           389.1        1,053.8           942.3
Energy Merchant:
   Commodity Services                                  5,143.2         3,476.3        9,215.2         6,649.7
   Capacity Services                                     170.5           103.9          250.7           178.2
   Capital Services                                         .2              .3             .8              .3
----------------------------------------------------------------------------------------------------------------
Total Energy Merchant                                  5,313.9         3,580.5        9,466.7         6,828.2
Services                                                 ---           ---              ---             ---
Corporate and Other                                      ---                .5             .1              .6
----------------------------------------------------------------------------------------------------------------
TOTAL                                                $ 5,770.9       $ 3,970.1      $10,520.6       $ 7,771.1
================================================================================================================

EBIT:
Networks:
   United States                                     $    17.1       $    27.6      $    88.6       $   105.1
   Canada                                                  5.3             3.7           12.5             7.5
   New Zealand                                            22.7            21.5           39.0            36.1
   Australia                                               6.4             6.4           10.3            11.6
----------------------------------------------------------------------------------------------------------------
Total Networks                                            51.5            59.2          150.4           160.3
Energy Merchant:
   Commodity Services                                     34.2             9.0           55.5            17.8
   Capacity Services                                      11.4            13.8           19.9            16.7
   Capital Services                                        3.9              .4            8.3              .3
----------------------------------------------------------------------------------------------------------------
Total Energy Merchant                                     49.5            23.2           83.7            34.8
Services                                                   7.7           ---             17.9           ---
Corporate and Other                                       (4.8)            3.2          (16.1)            2.1
----------------------------------------------------------------------------------------------------------------
TOTAL                                                $   103.9       $    85.6      $   235.9       $   197.2
================================================================================================================
</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 MARKETING (BOTH GAS
AND ELECTRIC); AND SERVICES CONSISTING OF OUR TELECOMMUNICATION EFFORTS 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.

         -        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 natural gas and natural gas liquids prices
                  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 earnings contribution from our Australian operations may
                  be affected in the near future due to customers becoming
                  contestable and rate resets.

         -        The continued expansion of the electric power markets and
                  development of liquid term markets.

         -        Pending rate proceedings will affect future network earnings.

         -        Expansion of electric markets in the United Kingdom and Europe
                  will affect the level of marketing and trading activities.

         -        The sale of a portion of our New Zealand interests may
                  affect future earnings contribution from this operation.

         -        The consruction of broadband fiber optic networks and
                  start-up operations of our communication business may have
                  a negative effect on earnings 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 June 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 $292 million at June 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 $47 million at June 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
its 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 gas prepay transaction. We expect to
receive the cash in early August and pay down short-term debt with the proceeds.

SIGNIFICANT BALANCE SHEET MOVEMENTS

Total assets increased by $1,224.2 million since December 31, 1999. This
increase is primarily attributable to the following:

         -        Accounts receivable increased $910.4 million primarily due to
                  the seasonality and price fluctuations of our gas and power
                  trading business.

         -        Inventories and supplies decreased by $142.0 million primarily
                  due to a seasonal decrease in our storage natural gas.

         -        Prepayment and other increased by $84.1 million due to the
                  seasonality and price fluctuations of our gas and power
                  trading business.

         -        Price risk management assets and liabilities increased by
                  $87.9 million. Both the assets and liabilities increased
                  primarily due to the pricing of contracts based on future
                  values of gas and power, which can fluctuate significantly.

         -        Investments in subsidiaries and partnerships increased by
                  $742.4 million. Due to the deconsolidation of our New Zealand
                  networks business, this investment is now accounted for


                                      14
<PAGE>

                  using the equity method and increased investments in
                  subsidiaries and partnerships by approximately $350 million.
                  We also made an additional $340 million investment in Quanta.

         -        Net property, plant and equipment decreased by $1,109.7
                  million primarily due to the deconsolidation of our New
                  Zealand networks business that 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 are now reflected in investment in
                  subsidiaries and partnerships.

Total liabilities increased by $1,131.8 million and common shareholders' equity
decreased by $7.6 million since December 31, 1999. These increases are primarily
attributable to the following:

         -        Accounts payable increased by $883.3 million primarily due to
                  the seasonality and price fluctuations of our gas and power
                  trading business.

         -        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 decreased by $7.6 million as a
                  result of net income of $83.7 million, offset by common
                  dividends declared of $55.5 million, net treasury stock
                  purchases of $11.1 million, net increases in unfavorable
                  currency translation adjustments of $15.1 million and a $15.6
                  million decrease in premium on capital stock due to stock
                  issuances for compensation and benefit plans.

         -        Short-term and long-term debt, including current maturities of
                  long-term debt, together decreased $293.6 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, the retirement of $100
                  million of 6.375%, Senior Notes, and an increase in short-term
                  debt.


                                      15
<PAGE>

RESULTS OF OPERATIONS

NETWORKS

The table below summarizes the operations of our domestic and international
networks for the three and six month periods of each year.

<TABLE>
<CAPTION>
                                                                     Three Months Ended           Six Months Ended
                                                                          June 30,                    June 30,
 ------------------------------------------------------------------------------------------------------------------------
 DOLLARS IN MILLIONS                                                 2000          1999          2000          1999
 ------------------------------------------------------------------------------------------------------------------------
 <S>                                                                <C>           <C>          <C>          <C>
 Sales:
   Electric                                                         $  241.3      $  232.8     $  473.2     $  441.0
   Gas                                                                 112.8         101.9        369.7        371.1
   Other                                                               102.9          54.4        210.9        130.2
 ------------------------------------------------------------------------------------------------------------------------
 Total sales                                                           457.0         389.1      1,053.8        942.3
 ------------------------------------------------------------------------------------------------------------------------
 Cost of sales:
   Electric                                                            106.0          89.1        219.1        170.3
   Gas                                                                  64.1          52.7        229.2        224.2
   Other                                                                86.6          41.6        175.6        106.1
 ------------------------------------------------------------------------------------------------------------------------
 Total cost of sales                                                   256.7         183.4        623.9        500.6
 ------------------------------------------------------------------------------------------------------------------------
 Gross profit                                                          200.3         205.7        429.9        441.7
 ------------------------------------------------------------------------------------------------------------------------
 Operating expenses:
   Operation                                                            87.4          78.1        161.3        149.2
   Depreciation                                                         42.1          40.5         82.2         79.4
   Maintenance                                                          12.5          15.9         25.3         28.4
   Taxes, other than income taxes                                       12.2          16.8         26.8         34.0
 ------------------------------------------------------------------------------------------------------------------------
 Total operating expenses                                              154.2         151.3        295.6        291.0
 ------------------------------------------------------------------------------------------------------------------------
 Equity in earnings of investments and partnerships                      2.8           3.3         14.5          8.2
 Other income                                                            2.6           1.5          1.6          1.4
 ------------------------------------------------------------------------------------------------------------------------
 Earnings before interest and taxes (EBIT)                          $   51.5      $   59.2     $  150.4     $  160.3
 ========================================================================================================================
 EBIT by segment subunit:
     United States                                                  $   17.1      $   27.6     $   88.6     $  105.1
     Canada                                                              5.3           3.7         12.5          7.5
     New Zealand                                                        22.7          21.5         39.0         36.1
     Australia                                                           6.4           6.4         10.3         11.6
 ------------------------------------------------------------------------------------------------------------------------
 Total Networks                                                     $   51.5      $   59.2     $  150.4     $  160.3
 ========================================================================================================================
</TABLE>

DOMESTIC NETWORKS

QUARTER-TO-QUARTER

EBIT for our domestic networks decreased $10.5 million in 2000 compared to
1999. This decrease is primarily due to lower gross profit caused primarily
by increased purchase power costs, which were approximately 24 percent higher
as a result of steep rises in natural gas costs in 2000. The continuation of
natural gas costs at these higher levels could have a significant adverse
impact on the future operating results of our domestic networks.
Additionally, in 1999 we used more pet coke, which is cheaper, however; due
to the emission allowance restrictions that took effect January 1, 2000, we
have not continued such activity this year. Gross profit in the 2000 period
was also reduced as a result of the sale of our West Virginia business that
contributed gross profit of $3.5 million in the second quarter of 1999,
although EBIT was increased by $2.3 million quarter-to-quarter as this
business was unprofitable in the second quarter of 1999.

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 $16.5 million in 2000 compared to
the 1999 period. This decrease is primarily due to higher purchased power
cost and higher fuel costs as discussed above. Our former West Virginia
business contributed $10.6 million of gross profit, but broke even at the
EBIT line in 1999. Our weather hedge strategy offset unfavorable weather
effects in 2000 by approximately $4.5 million.

REGULATORY MATTERS
The following is a summary of our pending rate case activity:

<TABLE>
<CAPTION>

         RATE CASE                                                                          AMOUNT REQUESTED
        DESIGNATION                 TYPE OF SERVICE              DATE REQUESTED               (IN MILLIONS)
-------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                           <C>                       <C>
          MINNESOTA                       Gas                     May 12, 2000                    $9.7
</TABLE>

We intend to supplement the Minnesota filing in mid-August and expect interim
rates to be effective in October.

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 on 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, which revised the rate
reduction to $8.3 million effective on January 19, 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
through July 2000. We expect this merger to be completed by the end of the
fourth quarter of 2000. The state commissions in Colorado, Iowa, Minnesota
and West Virginia have approved the merger. The Federal Energy Regulatory
Commission also approved the merger on July 26, 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. UtiliCorp and Empire District plan to file response comments by
August 23, 2000. The formal hearings before the Missouri Commission are
scheduled through 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 are
scheduled in these states for September and October 2000. We expect this
merger to be completed by the end of the fourth quarter of 2000. The state
commissions in Colorado, Iowa, Minnesota and West Virginia have approved the
merger. The Federal Energy Regulatory Commission also approved the merger on
July 26, 2000.

INTERNATIONAL NETWORKS

Our international network operations are managed 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 was comparable in 2000 to 1999. The
improvement in the core utility operations was offset by an adjustment of
management fees and increased project costs.

                                       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 decreased $1.3 million in 2000 compared to
1999. 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 increased $1.2 million compared to the same
quarter in 1999. We realized an EBIT contribution of $3.2 million from the
Orion acquisition that was effective April 1, 2000 that was partially offset
by unfavorable exchange rate changes.

YEAR-TO-DATE
(FACTORS DISCUSSED IN THE QUARTER-TO-QUARTER COMPARISON ALSO AFFECT THE
YEAR-TO-DATE COMPARISONS.)

EBIT for our New Zealand networks increased $2.9 million compared to 1999. We
realized an EBIT contribution in 2000 from our Orion acquisition and have
been able to continue to reduce costs in the integration of our New Zealand
investments. These increases were offset by unfavorable exchange rates
changes.

CANADA

QUARTER-TO-QUARTER

Canadian networks EBIT increased by $1.6 million in the second quarter 2000
compared to the same period in 1999. A 4.9 percent rate increase, effective
January 1, 2000, 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 $5.0 million in 2000 compared to 1999.
The 4.9% rate increase and colder weather in 2000 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 six-month periods of ended June 30,
2000 and 1999.

<TABLE>
<CAPTION>
                                                           Three Months Ended             Six Months Ended
                                                                June 30,                      June 30,
------------------------------------------------------------------------------------------------------------------
DOLLARS IN MILLIONS                                        2000           1999           2000           1999
------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>           <C>             <C>            <C>
Sales                                                   $  5,313.9    $  3,580.5      $  9,466.7     $  6,828.2
Cost of sales                                              5,191.0       3,513.6         9,255.7        6,714.5
------------------------------------------------------------------------------------------------------------------
Gross profit                                                 122.9          66.9           211.0          113.7
------------------------------------------------------------------------------------------------------------------
Operating expenses:
   Operation                                                  77.2          42.5           139.1           77.8
   Maintenance                                                  .2         ---                .4          ---
   Depreciation                                               13.0           9.4            24.1           18.1
------------------------------------------------------------------------------------------------------------------
Total operating expenses                                      90.4          51.9           163.6           95.9
Equity earnings of investments and
  partnerships                                                 4.1           6.4             8.5           13.4
Other income                                                  12.9           1.8            27.8            3.6
------------------------------------------------------------------------------------------------------------------
Earnings before interest and taxes (EBIT)               $     49.5    $     23.2      $     83.7     $     34.8
==================================================================================================================
EBIT by segment subunit:
   Commodity Services                                   $     34.2    $      9.0      $     55.5     $     17.8
   Capacity Services                                          11.4          13.8            19.9           16.7
   Capital Services                                            3.9            .4             8.3             .3
------------------------------------------------------------------------------------------------------------------
Total Energy Merchant                                   $     49.5    $     23.2      $     83.7     $     34.8
==================================================================================================================
</TABLE>

COMMODITY SERVICES

QUARTER-TO-QUARTER

EBIT for our domestic and international marketing business increased by $25.2
million over the same period in the prior year. This increase is due to strong
performance across all major portfolios resulting from net long positions with
rising commodity prices and a 113 percent 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 $37.7 in the first six 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 decreased by $2.4 million in 2000 due primarily to the sale of an IPP
project in late 1999 that decreased EBIT $1.9 million on a quarter-to-quarter
comparison. A 48% increase in the average natural gas liquids (NGLs) prices,
which increased EBIT by $4.0 million, was offset by a 19% decrease in throughput
volumes, which decreased EBIT by $2.0 million.

YEAR-TO-DATE

(FACTORS DISCUSSED IN THE QUARTER-TO-QUARTER COMPARISON ALSO AFFECT THE
YEAR-TO-DATE COMPARISONS.)


                                      19
<PAGE>

EBIT decreased by $3.2 million primarily due to a 76 percent increase in NGLs
prices, which increased EBIT by $10.6 million. Throughput volumes decreased 14
percent and equity earnings decreased due to the loss of the EBIT contribution
of an IPP project sold in late 1999.

CAPITAL SERVICES

EBIT increased by $3.5 million for the second quarter and $8.0 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 $362 million
in capital as of June 30, 2000.

SERVICES

Our Services segment includes our investment in Quanta and our
telecommunications business. EBIT from our Services business was $7.7 million in
the second quarter and $17.9 million for the first six months of 2000. This
business segment primarily consists of our management fees and equity earnings
from our investment in Quanta. This was a new investment in September 1999.

QUANTA SERVICES, INC.

On April 26, 2000, we increased our ownership in Quanta through the purchase
of additional common shares and convertible subordinated notes at a total
cost of approximately $340 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 $8.0 million and $18.2 million when
comparing the second quarter and six months of 2000 to 1999. The decrease is
attributed to costs associated with our accounts receivable sales programs,
prepaid gas contracts 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. SFAS 133 must be
adopted for fiscal years beginning after June 15, 2000.


                                      20
<PAGE>

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. We have a project underway to
quantify the other effects of adopting SFAS 133 on our financial statements. The
new standards could increase volatility in earnings and other comprehensive
income.





















                                      21
<PAGE>


PART II
OTHER INFORMATION

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

We held our annual meeting of shareholders on May 3, 2000. At the meeting, the
following matters were voted on by the shareholders:

1.   Election of Directors:

<TABLE>
<CAPTION>
                                                                 VOTES            VOTES
     DIRECTOR                                  TERM               FOR            WITHHELD
     --------                                  ----              -----           --------
     <S>                                     <C>               <C>               <C>
     Richard C. Green, Jr.                   3 years           79,762,039          950,967
     L. Patton Kline                         3 years           79,638,671        1,074,335
</TABLE>

     Following the election, our Board of Directors consisted of Richard C.
     Green, Jr.; John R. Baker; Herman Cain; Robert K. Green; Irvine O.
     Hockaday, Jr.; Stanley O. Ikenberry, Ph.D.; Robert F. Jackson, Jr.;
     Shirley Ann Jackson; and L. Patton Kline.

2.   The shareholders voted 75,996,935 For, 3,393,797 Against and 1,322,274
     Abstain to amend the 1986 Employee Stock Purchase Plan to allow the
     issuance of an additional 1,500,000 shares under the terms of the Plan and
     to re-approve the Plan, as amended, to comply with the requirements of
     Section 423 of the Internal Revenue Code.

3.   The shareholders voted 74,285,092 For, 5,045,844 Against and 1,382,070
     Abstain to approve the Annual and Long-Term Incentive Plan to comply with
     the requirements of Section 162(m) of the Internal Revenue Code.

ITEM 6. EXHIBITS

(a)      LIST OF EXHIBITS:

         27    Financial Data Schedule--Six months ended June 30, 2000.

(b)      REPORT ON FORM 8-K

         No reports on Form 8-K were filed during the second quarter of 2000.


                                      22
<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:   August 10, 2000








                                      23