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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K

(Mark One)

|/x/ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | -------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2000

or

|/ / | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from  to

Commission file number: 1-3562

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UTILICORP UNITED INC.(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction of
incorporation or organization)

44-0541877(I.R.S. Employer
Identification No.)


20 West Ninth Street, Kansas City, Missouri 64105(Address of principal executive offices)

Registrant's telephone number, including area code (816) 421-6600

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Name of each exchange on which registeredCommon Stock, par value $1.00 per share
Convertible Subordinated Debentures,
65/8% due July 1, 2011
Cumulative Monthly Income Preferred Securities,
87/8% Series A, due June 12, 2025
93/4% Premium Equity Participating Security Units, due November 16, 2004

New York, Pacific and Toronto Stock Exchanges
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange


Securities registered pursuant to Section 12(g) of the Act: None

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes /x/ No / /

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /x/

The
aggregate market value of the voting stock held by non-affiliates of the Registrant, based upon the closing sale price of the Common Stock on March 16, 2001 as
reported on the New York Stock Exchange, was approximately $3,279,216,732. Shares of Common Stock held by each officer and director and by each person who owns 5% or more of the outstanding Common
Stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

Title

Outstanding (at March 16, 2001)Common Stock, par value $1.00 per share

112,632,169


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Documents Incorporated by Reference:

Where Incorporated:2000 Annual Report to Shareholders

Part 2Proxy Statement for 2001
Annual Shareholders Meeting

Part 3


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INDEX

|                  |  |                                                                                       |  | Page
|----------------- |  | ------------------------------------------------------------------------------------- |  | ----
|PART I            |  |                                                                                       |  |     
|Item 1            |  | Business                                                                              |  | 3   
|Item 2            |  | Properties                                                                            |  | 20  
|Item 3            |  | Legal Proceedings                                                                     |  | 25  
|Item 4            |  | Submission of Matters to a Vote of Security Holders                                   |  | 25  
|PART II           |  |                                                                                       |  |     
|Item 5            |  | Market for Registrant's Common Equity and Related Stockholder Matters                 |  | 25  
|Item 6            |  | Selected Financial Data                                                               |  | 26  
|Item 7            |  | Management's Discussion and Analysis of Financial Condition and Results of Operations |  | 26  
|Item 7a           |  | Quantitative and Qualitative Disclosures about Market Risk                            |  | 26  
|Item 8            |  | Financial Statements and Supplementary Data                                           |  | 26  
|Item 9            |  | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure  |  | 26  
|PART III          |  |                                                                                       |  |     
|Item 10           |  | Directors and Executive Officers of the Company                                       |  | 26  
|Item 11           |  | Executive Compensation                                                                |  | 26  
|Item 12           |  | Security Ownership of Certain Beneficial Owners and Management                        |  | 26  
|Item 13           |  | Certain Relationships and Related Transactions                                        |  | 26  
|PART IV           |  |                                                                                       |  |     
|Item 14           |  | Exhibits, Financial Statement Schedules, and Reports on Form 8-K                      |  | 27  
|Index to Exhibits |  | 31                                                                                   
|Signatures        |  | 34                                                                                   

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PART I

Item 1. Business.

Organization and History

UtiliCorp United Inc. (the company, which may be referred to as we, us, or our) is a multinational energy solutions provider headquartered in Kansas
City, Missouri. We began as Missouri Public Service Company in 1917 and reincorporated in Delaware as UtiliCorp United Inc. in 1985. Our objective is to be a leading multinational energy
solutions provider. In pursuing this objective, we strive to be a premier manager of energy assets and a leading energy merchant and services provider in the markets in which we compete. Today we
operate regulated or merchant businesses on three continents. As of December 31, 2000, we had 8,228 employees, including 4,946 in the United States, with the remaining employees located
primarily in Canada, Australia and New Zealand. Our businesses are organized into three groups consisting of Networks, Energy Merchant and Services:



Our Strategy

Our vision is to be a premier manager of energy assets and a leading energy merchant and services provider in the markets in which we compete. We pursue this
vision by executing a strategy that emphasizes an "invest, optimize and monetize" philosophy. We identify and invest in attractive assets and optimize the structure, operation and performance of our
existing assets and our new investments. We then selectively monetize the value we have created in these assets. We believe this strategy enables us to compete in the deregulating energy marketplace
and enhances shareholder value.

Pursue Strategic Acquisitions, Alliances and Investments

Growth through mergers and acquisitions has been a major part of our strategy for more than a decade. We believe that our approximately $4.6 billion in
mergers, acquisitions and investments since 1984 has played an integral role in establishing us as a leading diversified energy provider. During 2000, we completed approximately $1.6 billion of
acquisitions that align with our strategies. We believe that these acquisitions will assist us in achieving our projected 15% earnings per share growth in 2001.

In
making strategic investments, we seek early entry into markets that have recently opened up or are opening up to competition. This has allowed us to manage assets in areas of the
world that are undergoing deregulation and the numerous challenges and opportunities it can create. For example, we

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were one of the first U.S. companies to invest in the deregulating Australian and New Zealand markets. Today, we manage or have interests in electric and natural gas distribution companies in
Australia and New Zealand with assets totaling approximately $4.2 billion. In addition, Aquila has been an early entrant into the expanding European market and has been a leader in establishing
trading and marketing operations overseas. We believe that each of these investments supports our goal of achieving critical mass in the markets in which we compete.

Historically,
we have attempted to mitigate risks associated with international investments by limiting our capital investment to the amount required to gain operating control of
assets and by focusing on countries with stable political and economic environments. In order to optimize the value of our investments, we generally seek to finance our international investments in
local currencies, and, when feasible, we make these investments through joint ventures with local strategic financial partners. This partnership structure allows us to leverage our operating skills
with our partners' financial resources and local political knowledge.

Manage, Align and Optimize Businesses

We manage all of our existing assets and new investments in the same manner, focusing on opportunities to:



All
of these activities enable us to optimize the operation and performance of our assets while continuing to provide cost-competitive, high quality energy and
energy-related solutions to our customers. For example, we consolidated many of the operations of our domestic electric and natural gas distribution businesses and, as a result, improved our ability
to serve our customers and provide them with a broader range of energy solutions.

Extract Value

We constantly pursue opportunities to realize value with respect to the properties and assets we manage. One way we realize this value is to restructure and
reposition integrated network assets we have acquired. An example of this is our sale of our retail businesses, including supply and customer billing functions, in Australia, New Zealand and Canada.
Another way we extract this value is to monetize investments through initial public offerings or third party transactions. During 2000, for example, United Energy (34% owned by us) sold shares through
an initial public offering of its former wholly owned subsidiary, Uecomm Limited. This transaction enabled us to realize value we had created over several years. We continue to pursue similar value
realization opportunities through transactions such as the announced initial public offering of Aquila and the planned sale of our United States network construction and maintenance business.

Our Competitive Strengths

We believe we have developed substantial competitive strengths that will enable us to continue to successfully execute our strategy. In particular, our
international operations have provided our management valuable experience in operating in emerging deregulated markets. We believe our

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competitive strengths are reflected in our demonstrated track record of consistently achieving above industry average earnings growth and include:

Networks



Energy Merchant



Services



Mergers, Acquisitions & Divestitures

Sale of West Kootenay Generation Business

On March 26, 2001 we announced that we have filed an application with the British Columbia Utilities Commission for approval to sell our West Kootenay
generation business to Columbia Power Corporation and the Columbia Basin Trust for approximately $77 million. Additionally, we would enter into a long-term power purchase agreement with the new
owners. The transaction is expected to close by June 30, 2001, subject to regulatory approval and acceptable financing arrangements.

Empire District Electric Company

On January 2, 2001, we notified The Empire District Electric Company that we were terminating our merger agreement with them. Under the terms of the
agreement, either company could terminate the deal if regulatory approvals of the merger were not obtained by December 31, 2000. As of December 31, 2000, the Arkansas Public Service
Commission had rejected our merger application and the Kansas Corporation Commission had not acted on our application.

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St. Joseph Light & Power Company

Effective December 31, 2000, St. Joseph Light & Power Company (SJL&P) merged with us. Under the agreement, SJL&P shareholders received $23.00 in
UtiliCorp common shares for each SJL&P common share held. We issued approximately 6.6 million shares of UtiliCorp common stock with a total value of $190.2 million in connection with
this merger. We also assumed short-term debt of $23.6 million and long-term debt of $68.1 million. We accounted for the transaction as a purchase.

Proposed Aquila Stock Offering

In December 2000, we announced our current intention to offer approximately 20% of Aquila's stock to the public in an initial public offering.

GPU International

On December 22, 2000, Aquila purchased GPU International, a company holding interests in six independent U.S.-based generating plants for
$225 million. We accounted for this transaction as a purchase.

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.

Initial Public OfferingUecomm Limited

In September 2000, Uecomm Limited (UEC), formerly a wholly owned subsidiary of United Energy Limited sold 34%, of its common stock to the public,
reducing United Energy's ownership share of Uecomm to 66%. As a result, we recorded a $44 million gain in "Equity in Earnings of Investments and Partnerships" from the initial public offering.

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 this business as UtiliCorp
Networks Canada (Alberta) Ltd. On November 28, 2000, we sold the retail assets to EPCOR, an Edmonton-based power, water and gas company, for approximately $75 million.

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 Limited and Woodside Energy Limited. 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 loaned Pulse $70 million, and hold a combined 50% ownership of Pulse.

Sale of Retail Marketing

In January 2000, we sold our retail gas marketing business for $14 million.

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Sale of West Virginia Power Division

On September 9, 1999, we agreed to sell our West Virginia Power division to Allegheny Energy, Inc. for $75 million. The sale closed on
December 31, 1999 and resulted in a gain of $4.5 million. In addition to the sale of West Virginia Power's electric and natural gas distribution assets, we entered into a separate
agreement for Allegheny to purchase Appalachian Electric Heating, our heating and air conditioning service business in West Virginia.

Aquila Gas Pipeline Tender Offer

On May 7, 1999, approximately 3.4 million shares of Aquila Gas Pipeline Corporation (AQP) were tendered to us at $8.00. The 3.4 million
shares together with the 24.0 million shares already held represented 93% of AQP's total shares outstanding. All remaining shares not tendered were converted in a "short-form"
merger into a right to receive $8.00 per share. Upon completion of the short-form
merger on May 14, 1999, AQP ceased being a publicly traded company and became wholly owned by Aquila.

Multinet/Ikon

In March 1999, we acquired a 25.5% equity interest in two Melbourne-area gas businesses, the Multinet gas distribution utility and the Ikon
Energy gas retail sales business, for $224 million. These investments are accounted for under the equity method.

Natural Gas Storage Facility

On March 29, 1999, we agreed to purchase Western Gas Resources Storage Inc. The $100 million cash transaction increased our ownership and
control of strategically located natural gas storage assets. The 2,400-acre subsurface facility in Katy, Texas has a storage capacity of 20 billion cubic feet. The purchase closed
on May 3, 1999.

Interest in New Zealand Electric Utilities

Through a series of transactions in 1998, we acquired an additional 48% of Power New Zealand's common stock for approximately $245 million, increasing
our ownership to 78.6%. Concurrent with this acquisition, we sold our 39.6% interest in New Zealand's WEL Energy Group, which we acquired throughout 1995, 1996 and 1997, and bought out the 21%
minority shareholder in our New Zealand subsidiary, UtiliCorp N.Z., Inc.

New
Zealand's Electricity Industry Reform Act of 1998 required all the country's utilities to separate ownership of their lines (network) and supply (generation and retail)
businesses. Power New Zealand, with approximately 90% of its assets and earnings in the lines area, in November 1998 announced its intention to remain in the network business and to exit the
supply business. It also agreed to purchase the Wellington-based lines assets of TransAlta New Zealand Ltd. and to sell to TransAlta its retail electricity business serving the Auckland area
for a net expenditure by Power New Zealand of $238 million.

Because
Power New Zealand's name transferred to TransAlta as part of the retail business TransAlta acquired, the network business became UnitedNetworks Limited on January 1,
1999.

In
November 1998, Power New Zealand agreed to purchase the electric line assets of neighboring power company TrustPower Limited for approximately $261 million. The
assets became part of a greater network, which includes parts of metropolitan Auckland and other areas in the central and southern regions of New Zealand's North Island. The TrustPower transaction
closed in January 1999. Completion of the TransAlta and TrustPower transactions created the country's largest electricity distribution network.

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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 participation and protective rights and therefore no longer consolidate our New Zealand operations for
financial statement purposes.

Initial Public OfferingUnited Energy Limited

In May 1998, United Energy Limited (UEL) sold 42% of its common stock to the Australian public. As a result, we recorded a $45.3 million gain.
The partial sale to the public reduced our effective ownership of UEL to 29%.

Concurrent
with UEL's stock offering, we bought an additional 5% in UEL from another company to bring our ownership to 34%. The management agreement between UEL and
UtiliCorp remains in place.

Business Group Summary

Segment information for the three years ended December 31, 2000 is incorporated by reference to pages 53 through 55 of our 2000 Annual Report to
Shareholders.

I.  Networks

Electric Operating Statistics

The following table summarizes sales, volumes and customers for our North American electric network generation, transmission and distribution businesses.

|                                     |             | 2000  |   | 1999    |         | 1998 |         | 1997    |   | 1996    |         | 10 Year
Average Annual
Growth Rate |        
|------------------------------------ | ----------- | ----- | - | ------- | ------- | ---- | ------- | ------- | - | ------- | ------- | ---------------------------------- | -------
|Sales (in millions)                  |             |       |   |         |         |      |         |         |   |         |         |                                    |        
|                                     | Residential |       | $ | 309.8   |         | $    | 270.5   |         | $ | 279.1   |         | $                                  | 268.3  
|                                     | Commercial  |       |   | 222.3   |         |      | 179.8   |         |   | 179.4   |         |                                    | 173.4  
|                                     | Industrial  |       |   | 287.4   |         |      | 84.9    |         |   | 83.0    |         |                                    | 82.2   
|                                     | Other       |       |   | 284.0   |         |      | 227.3   |         |   | 162.1   |         |                                    | 123.3  
|                                     |             |       |   |         |         |      |         |         |   |         |         |                                    |        
|                                     |             | Total |   | $       | 1,103.5 |      | $       | 762.5   |   | $       | 703.6   |                                    | $      
|                                     |             |       |   |         |         |      |         |         |   |         |         |                                    |        
|Volumes [Megawatt Hours
(MWH)000's] |             |       |   |         |         |      |         |         |   |         |         |                                    |        
|                                     | Residential |       |   | 4,770   |         |      | 4,072   |         |   | 4,104   |         |                                    | 3,885  
|                                     | Commercial  |       |   | 4,036   |         |      | 3,133   |         |   | 3,069   |         |                                    | 2,883  
|                                     | Industrial  |       |   | 7,992   |         |      | 2,101   |         |   | 2,041   |         |                                    | 1,993  
|                                     | Other       |       |   | 5,966   |         |      | 5,344   |         |   | 5,809   |         |                                    | 4,997  
|                                     |             |       |   |         |         |      |         |         |   |         |         |                                    |        
|                                     |             | Total |   |         | 22,764  |      |         | 14,650  |   |         | 15,023  |                                    |        
|                                     |             |       |   |         |         |      |         |         |   |         |         |                                    |        
|Customers at Year End                |             |       |   |         |         |      |         |         |   |         |         |                                    |        
|                                     | Residential |       |   | 677,875 |         |      | 377,096 |         |   | 396,912 |         |                                    | 388,532
|                                     | Commercial  |       |   | 102,630 |         |      | 53,916  |         |   | 57,178  |         |                                    | 56,207 
|                                     | Industrial  |       |   | 20,881  |         |      | 352     |         |   | 339     |         |                                    | 326    
|                                     | Other       |       |   | 110,017 |         |      | 53,432  |         |   | 51,816  |         |                                    | 48,764 
|                                     |             |       |   |         |         |      |         |         |   |         |         |                                    |        
|                                     |             | Total |   |         | 911,403 |      |         | 484,796 |   |         | 506,245 |                                    |        
|                                     |             |       |   |         |         |      |         |         |   |         |         |                                    |        

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Gas Operating Statistics

The following table summarizes sales, volumes and customers for our North American gas network businesses.

|                                         |                | 2000  |   | 1999    |         | 1998 |         | 1997    |   | 1996    |         | 10 Year
Average Annual
Growth Rate |        
|---------------------------------------- | -------------- | ----- | - | ------- | ------- | ---- | ------- | ------- | - | ------- | ------- | ---------------------------------- | -------
|Sales (in millions)                      |                |       |   |         |         |      |         |         |   |         |         |                                    |        
|                                         | Residential    |       | $ | 516.3   |         | $    | 398.1   |         | $ | 379.4   |         | $                                  | 464.4  
|                                         | Commercial     |       |   | 213.8   |         |      | 161.7   |         |   | 161.2   |         |                                    | 205.8  
|                                         | Industrial     |       |   | 43.4    |         |      | 29.3    |         |   | 34.1    |         |                                    | 46.8   
|                                         | Other          |       |   | 53.0    |         |      | 49.1    |         |   | 47.8    |         |                                    | 50.4   
|                                         |                |       |   |         |         |      |         |         |   |         |         |                                    |        
|                                         |                | Total |   | $       | 826.5   |      | $       | 638.2   |   | $       | 622.5   |                                    | $      
|                                         |                |       |   |         |         |      |         |         |   |         |         |                                    |        
|Volumes[Million Cubic Feet
(MCF)000's] |                |       |   |         |         |      |         |         |   |         |         |                                    |        
|                                         | Residential    |       |   | 72,648  |         |      | 70,082  |         |   | 66,564  |         |                                    | 77,594 
|                                         | Commercial     |       |   | 34,247  |         |      | 33,418  |         |   | 33,228  |         |                                    | 39,128 
|                                         | Industrial     |       |   | 8,247   |         |      | 7,305   |         |   | 8,631   |         |                                    | 11,059 
|                                         | Transportation |       |   | 125,959 |         |      | 135,692 |         |   | 140,499 |         |                                    | 158,937
|                                         | Other          |       |   | 607     |         |      | 1,334   |         |   | 1,088   |         |                                    | 678    
|                                         |                |       |   |         |         |      |         |         |   |         |         |                                    |        
|                                         |                | Total |   |         | 241,708 |      |         | 247,831 |   |         | 250,010 |                                    |        
|                                         |                |       |   |         |         |      |         |         |   |         |         |                                    |        
|Customers at Year End                    |                |       |   |         |         |      |         |         |   |         |         |                                    |        
|                                         | Residential    |       |   | 773,017 |         |      | 749,219 |         |   | 761,650 |         |                                    | 744,238
|                                         | Commercial     |       |   | 77,319  |         |      | 71,933  |         |   | 77,971  |         |                                    | 78,925 
|                                         | Industrial     |       |   | 2,361   |         |      | 1,354   |         |   | 1,982   |         |                                    | 2,491  
|                                         | Other          |       |   | 10,019  |         |      | 8,665   |         |   | 9,986   |         |                                    | 2,491  
|                                         |                |       |   |         |         |      |         |         |   |         |         |                                    |        
|                                         |                | Total |   |         | 862,716 |      |         | 831,171 |   |         | 851,589 |                                    |        
|                                         |                |       |   |         |         |      |         |         |   |         |         |                                    |        

We
also had non-regulated network sales (in millions) of $511.4, $266.0 and $254.0 in the years ended December 31, 2000, 1999 and 1998, respectively.

Regulation

The following is a summary of our pending rate case activity.

Rate Case
Designation
(in millions)

Type of
Service

Date
Requested

Amount
RequestedKansas

Electric

12/8/2000

$14.2Minnesota

Gas

8/11/2000

$9.8


We
filed a gas rate case in Kansas in 1999 requesting an increase of $6.0 million. The Commission issued an order permitting us to increase gas rates by
$4.8 million effective September 1, 2000. In a Kansas electric show-cause case, the Commission staff recommended a rate reduction of $19.9 million. The Commission
issued a final order to reduce rates by $8.3 million effective January 19, 2000. We filed a $9.8 million Minnesota gas case and placed the interim rate increase in effect on
October 1, 2000. We anticipate an order from the Commission in April 2001. We also filed a Kansas electric rate case to increase rates $14.2 million in December 2000. We expect
hearings to be held in June 2001.

We
filed for a rate increase in Alberta of about $13 million along with an application for a performance-based rate-setting mechanism. We have been engaged in
settlement discussions with

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stakeholders, and expect to obtain approval of final rates from the Alberta Energy and Utilities Board in April 2001.

Environmental Matters

We are currently named as a potentially responsible party (PRP) at two PCB disposal sites. Our combined cleanup expenditures have been less than
$1 million to date at these and other PCB disposal sites for which we have been named a PRP but have settled our liability. We anticipate that future expenditures on the two sites where we are
currently named as a PRP will not be significant.

We
also own or once operated 29 former manufactured gas plant sites, which may require some form of environmental remediation. As of December 31, 2000 we estimate cleanup costs
on these identified sites to be $12.7 million. See Note 15 to the Consolidated Financial Statements for further discussion of this topic.

In
October 1998, the EPA published new air quality standards to further reduce the emission of nitrous oxide (NOx). These more strict standards would have required us to
install new equipment on our baseload coal units in Missouri that we estimated would cost $35 million. A federal court ruled in March 2000 that the EPA regulation could not be applied to
power plants in Western Missouri. In May 2000, the state of Missouri adopted a revised regulation that also requires reduction of NOx from our power plants. We are currently conducting a study
to determine the cost of complying with the Missouri regulation but estimate that the cost would be comparable to that required to comply with the former federal regulation. The new standard is
expected to be effective in May 2003 but could be delayed for one year.

In
December 2000, the EPA announced that it would regulate mercury emissions from coal- and oil-fired power plants. The EPA is expected to propose
regulations by December 2003 and issue final regulations by December 2004. The impact of this action on our power plants cannot be determined until final regulations are issued.

On
March 15, 2001, we settled all claims arising out of investigations by federal and state agencies of apparent violations of environmental laws committed by employees of a
former division while we owned the division. Based in Omaha, Nebraska, the division conducted a water and wastewater treatment business and was sold by us in January 1997. These claims were
first disclosed in our quarterly report on Form 10-Q for the period ended June 30, 2000. The terms of the settlement call for us to pay $225,000 in penalties and to make
$900,000 available for the use of various Nebraska community service organizations.

Seasonal Variations of Business

Our network and independent power project businesses are weather-sensitive. We have both summer and winter peaking network assets to reduce dependence on a
single peak season. The table below shows peak times for our North American network businesses.

Jurisdiction

PeakGas network operations

November through MarchMissouri, Kansas and Colorado electric

July and AugustCanadian Operations

November through March


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International Network Operations

Our international network operations are managed consistent with the strategies of our domestic network business segment. We manage our international business
with local management that reports separately to the company. The contribution to earnings before interest and taxes from international network businesses was 29.2%, 31.4% and 31.6% of our total for
the years ended December 31, 2000, 1999 and 1998, respectively. As of December 31, 2000, approximately $2.3 billion of our total assets relate to our international network
businesses. The following discussion briefly describes our international network businesses.

Australia

In 1996 we acquired an effective 49.9% ownership interest in United Energy Limited (UEL), an electric distribution utility serving 551,000 customers in the
state of Victoria. We have an Operating Services Agreement with UEL whereby we manage the utility for a fee as well as participate in its earnings.

In
May 1998, UEL sold 42% of its common stock to the Australian public and as a result, we recorded a $45.3 million gain. The partial sale to the public reduced our
effective ownership percentage to 29%. Concurrent with UEL's stock offerings, we bought an additional 5% in UEL from another company to bring our ownership to 34%. Our management
agreement with UEL remains in place.

In
March 1999, we acquired a 25.5% equity interest in a gas distribution and retail business in Melbourne. The distribution business, Multinet, serves approximately 596,000
accounts. In June 2000, Ikon and UEL contributed their retail customers to Pulse Energy, a joint venture with Shell Australia Ltd. and Woodside Energy Ltd. UEL and Ikon each
loaned Pulse $70 million and hold a combined 50% ownership of Pulse.

In
September 2000 an Initial Public Offering (IPO) for 34% of Uecomm, United Energy's fiber optic telecommunication business was undertaken. Uecomm was subsequently listed on
the Australian Stock Exchange effective September 11, 2000 with United Energy retaining a 66% interest. The IPO raised
$179 million that was utilized to further expand Uecomm's fiber optic network and repay a shareholders loan.

UEL
distributes and sells electricity with a majority of its sales earned from the regulated distribution network business. The regulated distribution sales and connection charges for
access to its distribution system was reviewed by the Office of the Regulator-General (ORG), with new rates becoming effective January 1, 2001. The final determination of the ORG was to require
a 9.1% reduction in rates effective January 1, 2001, with a CPI minus 1% adjustment per year for each of the next four years.

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The retail electric market in which UEL operates is being progressively opened to competition, with all customers becoming contestable by January 2002. The following table
shows the timing of electricity markets opening to competition in Victoria:

Threshold

Date of
Eligibility

Percent of
Market

Customer Type>5MW

Dec 1994

14%

Large heavy industrial>1MW

July 1995

14%

Large commercial industrial>750MWh

July 1996

13%

Medium commercial/light industrial>160MWh

July 1998

8%

Medium commercial>40MWh

Jan 2001

6%

Small commercialAll remaining customers

Jan 2002

45%

Residential/small business


Similar
to electricity, retail gas customers in Victoria will all be able to select the retailer of their choice. The following table shows the timeline for the rollout of gas
contestibility in Victoria:

Threshold

Date of
Eligibility

Percent of
Market

Customer Type500TJ

Oct 1999

24%

Large Industry
Med. Ind./Larg100TJ

Mar 2000

13%

Commercial10TJ

Sept 2000

10%

Medium Commercial5TJ

Sept 2001

2%

Small CommercialAll remaining customers

June 2002

51%

Residential/small business




In
October 2000, UtiliCorp and UEL acquired 45% of AlintaGas Limited, the principal gas distribution and retail business in Western Australia. The shareholding is held through
WA Gas Holdings Pty Ltd. AlintaGas serves approximately 431,000 customers. WA Gas Holdings has an Operating Services Agreement with AlintaGas and receives a fee for management services provided
under the agreement.

New Zealand

Through a series of transactions in 1998, we acquired an additional 48% interest in Power New Zealand's common stock for approximately $245 million,
increasing our ownership to 78.6%. In
January 1999, an additional .2% interest was purchased from the Territorial Local Authorities. Concurrent with this acquisition, we sold our 39.6% interest in WEL Energy Group, which we
acquired throughout 1995, 1996 and 1997 and bought out our 21% minority shareholder in our New Zealand subsidiary, UtiliCorp N.Z., Inc.

New
Zealand's Electricity Industry Reform Act of 1998 required all of the country's utilities to have to separate ownership of their lines (network) and supply (generation and retail)
businesses. Power New Zealand, with approximately 90% of its assets and earnings in the lines area, in November 1998 announced its intention to remain in the network business and to exit the
supply business. It also agreed to purchase the Wellington-based lines assets of TransAlta New Zealand Ltd. and to sell to TransAlta its retail and electricity generation business serving the
Auckland area for a net expenditure by Power New Zealand of $238 million. Because Power New Zealand's name transferred to TransAlta as part of the retail business TransAlta acquired, the
network business became

12

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UnitedNetworks Limited on January 1, 1999. In November 1998, Power New Zealand agreed to purchase the electric line assets of neighboring power company TrustPower Limited for
approximately $261 million. The assets became part of a greater network that includes parts of metropolitan Auckland and other areas in the central and southern regions of New Zealand's North
Island. The TrustPower transaction closed in January 1999. Completion of the TransAlta and TrustPower transactions created the country's largest electricity distribution network.

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 participation and protective rights and therefore no longer consolidate our New Zealand operations for
financial statement purposes.

Canada

We own West Kootenay Power Ltd. (WKP), a hydro-electric utility in British Columbia, Canada. WKP has four hydro-electric generation facilities with a
capacity of 203 megawatts and 3,863 miles of distribution and transmission lines that serve approximately 135,000 direct and indirect customers in
south central British Columbia. WKP generates about half of its power requirements and purchases the remaining requirements through power contracts.

WKP
is regulated by the British Columbia Utilities Commission. The Commission approved renewal of the incentive based rate setting mechanism for 2001. When first implemented in 1996,
this mechanism was the first of its kind for electric utilities in Canada and was the result of a negotiated settlement with customers and regulators. The mechanism calls for sharing of savings
between the customer and WKP if WKP performs over and above negotiated performance expectations.

On
August 31, 2000, we completed our acquisition of TransAlta Corporation's Alberta-based electricity distribution and retail assets for approximately $480 million. The
transaction included 368,000 customers and 57,000 miles of low-voltage power distribution lines that represents 50% of Alberta's distribution network. This business is regulated by the
Alberta Energy and Utilities Board. On November 28, 2000, we sold the retail assets to EPCOR, an Edmonton-based utility, for approximately $75 million. We will continue to own and
operate the distribution lines that deliver electricity to those retail customers. We operate this business as UtiliCorp Networks Canada (Alberta) Ltd.

II.  Energy Merchants
Wholesale Services

Our wholesale services business is conducted through various operating units, collectively referred to as Aquila. Aquila is a gas and power marketing company
with a marketing, supply and transportation network consisting of relations with gas producers, local distribution companies, and end-users throughout the United States and Canada. Aquila
adds value for customers by leveraging its national position in financial deal structuring in gas and power marketing. It provides services such as complex fuel supply arrangements, energy management
services and project development focused on control of mid-stream energy assets. For the five years ended December 31, 2000, Aquila had marketing volumes of 11.5, 10.0, 8.8, 5.7,
and 2.1 billion cubic feet a day (BCF/d), respectively.

In
1995, Aquila began selling electricity to wholesale customers, much as it markets natural gas. Aquila expects that the electricity marketing industry will continue to expand
rapidly as liquidity and

13

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maturity increases. Aquila's wholesale power sales have grown from 129,000 megawatt hours (MWH) in 1995 to 189.9 million MWH in 2000.

Aquila
utilizes certain types of fixed-price contracts in connection with its natural gas and power marketing businesses. These include contracts that commit us to purchase or sell
natural gas and other commodities at fixed prices in the future (i.e., fixed-price forward purchase and sales contracts), futures and options contracts traded on the NYMEX and swaps and other types of
financial instruments traded in the over-the-counter financial markets.

The
availability and use of these types of contracts allows us to manage and hedge our contractual commitments, reduce our exposure relative to the volatility of cash market prices,
take advantage of carefully selected arbitrage opportunities via open positions, protect our investment in natural gas storage inventories and provide price risk management services to our customers.
We are also able to secure additional sources of energy or create additional markets for existing supply through the use of exchange for physical transactions allowed by NYMEX. We refer to our
domestic and Canadian natural gas and electricity trading activities as price risk management activities. These are reflected in the accompanying financial statements using the
mark-to-market method of accounting.

Although
we generally attempt to balance our fixed-price physical and financial purchase and sales contracts in terms of contract volumes and the timing of performance and delivery
obligations, net open positions often exist or are established due to the origination of new transactions and our assessment of, and response to, changing market conditions. We will occasionally
create a net open position or allow a net open position to continue when we believe, based upon competitive information gained from our energy marketing activities, that future price movements will be
consistent with our net open position. When we have a net open position, we are exposed to fluctuating market prices.

In
addition to price risk movements, credit risk is also inherent in our risk management activities. Our trading and marketing business is also exposed to counterparty credit risk
resulting from a counterparty not fulfilling its contractual obligations. Our credit policies with regard to our counterparties attempt to minimize overall credit risk. Our credit procedures include a
thorough review of potential counterparties' financial condition, collateral requirements under certain circumstances, monitoring of net exposure to each counterparty and the use of standardized
agreements that allow for the netting of positive and negative exposures associated with each counterparty. Our credit policy is monitored and administered by a function independent of the trading and
marketing activities.

Capacity Services
Natural Gas Pipeline, Gathering and Processing

We gather, process, treat and transport natural gas and NGLs. As part of this business, we own or have interests in 11 natural gas gathering systems, three
natural gas processing plants and eight natural gas treating plants within Texas and Oklahoma.

Key
operating statistics for our pipeline assets are presented in the table below.

|                                                        |  | 2000  |  | 1999  |  | 1998  |  | 1997  |  | 1996  |  | 1995 
|------------------------------------------------------- |  | ----- |  | ----- |  | ----- |  | ----- |  | ----- |  | -----
|Natural gas throughput (million cubic feet per day)     |  | 449   |  | 548   |  | 475   |  | 483   |  | 493   |  | 506  
|Natural gas liquids produced (thousand barrels per day) |  | 22    |  | 22    |  | 25    |  | 37    |  | 41    |  | 32   
|Pipeline miles owned or controlled                      |  | 3,910 |  | 3,733 |  | 3,403 |  | 3,434 |  | 3,416 |  | 3,311

Aquila
and AQP own 50% of the capital stock of Oasis Pipeline Company (Oasis) and have 280 MMcf/d of firm intrastate transportation capacity. The 600-mile Oasis pipeline
system spans the state of Texas and links Aquila's gathering systems to the Waha, Texas hub and the Katy, Texas hub.

14

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Independent Power Plants

Aquila participates in the ownership and operation of facilities in the independent and wholesale power generation market. Consistent with the company's
overall strategy to minimize risk through diversification, Aquila has invested in generation facilities that are geographically diverse and use a variety of fuels and proven technologies.
Additionally, each plant is a producer of competitively priced wholesale power in its geographic region and has a long-term market for its output. To date, Aquila owns or controls 24
plants, including five projects currently under development, located in twelve states and Jamaica, with a total net ownership of approximately 4,100 MW of generating capacity. A description and
listing of the power plants appears on page 20 of this report.

We
anticipate further expansion or investment in the independent power plants business through a newly formed entity focused on structuring and obtaining control of
mid-stream energy assets.

European Energy Merchant Operations

Our European energy merchant operations are managed consistently with the strategies of our North American energy merchant business segment. We manage our
European business with local management that reports separately to the company. The contribution to earnings before interest and taxes from our European energy merchant businesses was (1.7%), 2.0%,
and (2.0%) of our total for the years ended December 31, 2000, 1999 and 1998, respectively. As of December 31, 2000, approximately $342.8 million of our total assets relate to our
European energy merchant business. The following discussion briefly describes our European energy merchant businesses.

United Kingdom and Europe

We have developed a European expansion plan and anticipate leveraging our U.K. operations to begin marketing energy, as deregulation allows.

The
European Union (EU) agreed to Gas and Electricity Directives that require all the member states of the EU to open their domestic gas and electricity markets to competition over a
number of years. Some member states, including the U.K. have already opened their markets to competition prior to the EU adopting these Directives. Each member state is following the mandate timetable
in different fashions, with some countries progressing much faster than others.

We
commenced trading in the U.K. wholesale electricity market in October 1999 and have responded to these new EU opportunities by expanding our energy merchant activities into
selected European countries. In 1999, we opened offices in Spain, Germany and Norway. We commenced trading in the Nordic Power market in November 1999. We anticipate business growth in these
countries and throughout Europe as the process of deregulation and market opening develops.

In
June 1998, we paid $25.6 million to a third party to cancel two take-or-pay contracts and related guarantees effective April 1, 1998,
that required us to take gas at significantly above-market prices until 2005. Between 1995 and 1997, we reserved $19.0 million against the estimated future losses on these contracts, resulting
in a "one-time" net settlement loss of $6.6 million in 1998.

III.  Services

The services segment appeared for the first time in our 1999 financial statements. It includes Utilicorp Communications Services, Inc. (UCS) which is
developing comprehensive broadband fiber-optic communication services for mid-sized and smaller communities in the mid- continent region, and our investment in Quanta
Services, Inc. (Quanta). Quanta is a provider of specialized construction services to electric utilities, telecommunications and cable television companies, and governmental entities. The
contribution to earnings before interest and taxes from the services business group was 6.5% of our total for the year ended December 31, 2000.

15

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In 1999 and 2000, we invested $319 million and $360 million, respectively, in Quanta stock. Our fully converted beneficial interest in Quanta stock was approximately 36%
at December 31, 2000. We account for this investment using the equity method.

IV.  Corporate & Other
Competition

Domestic Utility Operations.Our domestic network businesses operate in a regulated environment. Industrial and large
commercial customers largely have access to energy sources so some of the
competitive pricing benefits have been transferred to these customers through open access tariffs relating to transmission lines and pipelines. Competition at the retail level is dependent on
legislation in each state.

Accounting Implications.We currently record the economic effects of regulation in accordance with the provisions of
Statement of Financial Accounting Standards No. 71 (SFAS No.71), "Accounting for the Effect of Certain Types of Regulation." Accordingly, our rates will continue to be based on historical costs
for the foreseeable future. If we discontinue applying SFAS No 71, we would make adjustments to the carrying value of our regulatory assets. Total net regulatory assets at December 31, 2000
were $404.5 million, including deferred purchase power costs of $232.8 million related to our Alberta, Canada electricity business. The Alberta government issued regulations in
January 2001 that permit us to recover these deferred costs in 2002 to 2004. The regulations also provide for the current recovery of carrying costs during 2001.

Competition in Australia.The State of Victoria is deregulating its electricity market in stages. Currently, customers
with yearly usage above 160 megawatt-hours (industrial and large commercial customers) have chosen their retail electricity suppliers. Effective January 1, 2001, electricity customers with
annual usage between 40 and 160 megawatt-hour (small commercial customers) chose their retail electricity suppliers. After January 1, 2002, all customers of United Energy Limited
(UEL) will be able to choose their retail electricity suppliers. A majority of UEL's gross margin comes from distribution lines charges that would not be affected materially by this
customer choice.

Regulation in New Zealand.An Electric Industry Bill was introduced into Parliament in November 2000 which was
broadly consistent with our position in support of a regulatory system relying on industry led solutions wherever possible with targeted back stop price control. While more detail design work
continues to be undertaken, we are broadly supportive of Government policy and are working with our advisors to promote the inclusion of these objectives in the final regulations.

North American Wholesale Services.Our energy marketing businesses operate in a fully competitive environment that
rewards participants on price, service, and execution. Our energy marketing businesses compete for customers with the largest energy companies in North America. The industry is premised on
large-volume sales with relatively low margins. Companies that operate in this industry must fully understand the price sensitivity and volatility of commodities. The public became more aware of some
of the risks associated with this industry when a number of companies announced sudden losses resulting from the June 1998 price spike in electricity. We expect price volatility and events like
price spikes to occur and we have risk control policies in place for dealing with such events.

European Wholesale Services.Our Wholesale Services business in Europe continues to build its capability to offer new
products in gas, electric and other energy related areas. Trading of electricity in
the United Kingdom began in October 1999, and trading in the Nordic Power Market began in November 1999. Trading of German electricity from London began in 2000.

16

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Our Executive Team

|Name                          |  | Age |  | Position                                                                                         
|----------------------------- |  | --- |  | -------------------------------------------------------------------------------------------------
|Richard C. Green, Jr. (Rick)  |  | 46  |  | Chairman of the Board and Chief Executive Officer                                                
|Robert K. Green (Bob)         |  | 39  |  | President, Chief Operating Officer and Director; Chairman, Aquila, Inc.                          
|James G. Miller (Jim)         |  | 52  |  | Senior Vice President; Chief Executive Officer, U.S. Utility                                     
|Keith G. Stamm                |  | 40  |  | Chief Executive Officer, Aquila, Inc.; Senior Vice President, UtiliCorp United Inc.              
|Edward K. Mills (Ed)          |  | 41  |  | President and Chief Operating Officer, Aquila, Inc.; Senior Vice President, UtiliCorp United Inc.
|Jon R. Empson                 |  | 55  |  | Senior Vice President, Regulatory, Legislative and Environmental Services                        
|Peter S. Lowe                 |  | 48  |  | Senior Vice President and Chief Financial Officer                                                
|Sally C. McElwreath           |  | 60  |  | Senior Vice President, Corporate Communications                                                  
|Leo E. Morton                 |  | 55  |  | Senior Vice President and Chief Administrative Officer                                           
|Leslie J. Parrette, Jr. (Les) |  | 39  |  | Senior Vice President and General Counsel                                                        
|C. E. Payne, Jr. (Cal)        |  | 50  |  | Senior Vice President and Chief Risk Officer                                                     
|R. Paul Perkins               |  | 58  |  | Senior Vice President, Corporate Development                                                     
|Dale J. Wolf                  |  | 61  |  | Vice President, Finance; Treasurer and Corporate Secretary                                       
|International                 |  |     |  |                                                                                                  
|Donald G. Bacon (Don)         |  | 63  |  | Chief Executive Officer, United Energy Limited; Chairman, West Kootenay Power Limited            
|Robert B. Browning (Bob)      |  | 46  |  | Chief Executive Officer, AlintaGas Limited                                                       
|Robert W. Holzwarth (Bob)     |  | 53  |  | President and Chief Executive Officer of UtiliCorp Networks Canada Ltd.                          
|Daniel W. Warnock (Dan)       |  | 42  |  | Chief Executive Officer, UnitedNetworks Limited                                                  

Richard C. Green, Jr. (B.S., BusinessSouthern Methodist University)

Rick joined our company in 1976 and held various financial and operating positions between 1976 and 1982. In 1982, he was appointed Executive Vice President at Missouri Public
Service, the predecessor to UtiliCorp. Rick has served as Chairman of the Board of the company since 1989 and President and Chief Executive Officer for the period 1985 through 1996. Rick has been
Chief Executive Officer since 1996.

Robert K. Green (B.S., Engineering, Princeton University; J.D., Law, Vanderbilt University)

Bob joined our company in 1988 as Assistant Division Counsel for Missouri Public Service and in 1989 was appointed to Division Counsel. Between 1989 and 1992, Bob held
executive level positions at the Missouri Public Service division. In 1993, he was appointed Executive Vice President of UtiliCorp and in 1996 assumed additional duties as President. Bob also is the
Chairman of United Energy Limited, a 34% owned foreign traded Australian company, UnitedNetworks Limited, a 62% owned foreign traded New Zealand company, and Aquila, Inc.

James G. Miller (B.S., Electrical Engineering, M.B.A., Management, University of Wisconsin)

Jim joined our company in 1983 as President, Michigan Gas Utilities, a company acquired by us in 1989. In 1991, Jim was appointed President of our WestPlains Energy Division
and in 1995 was appointed UtiliCorp Senior Vice President, Energy Delivery. In August 2000, he was named Chief Executive Officer, U. S. Utility ("USU"). Prior to Jim's employment at UtiliCorp,
he worked for Wisconsin Power and Light Company in various financial and operating capacities.

17

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Keith G. Stamm (B.S., Mechanical Engineering, University of Missouri at Columbia;
M.B.A., Finance, Rockhurst College)

Keith joined our company in 1983 as a staff engineer at our Sibley Power Plant. Between 1985 and 1995, he held various operating positions. In 1995, Keith was promoted to Vice
President, Energy Trading and in 1996, to Vice President and General Manager, Regulated Power. In 1997, Keith became the Chief Executive Officer of United Energy Limited. In January 2000, Keith
became Chief Executive Officer, Aquila, Inc.

Edward K. Mills (B.A., English, University of Texas; M.B.A., Finance, Rice University)

Ed joined our company in 1993 as Aquila's Director of Risk Management and Trading. In November 1998, he was appointed President and Chief Operating Officer,
Aquila, Inc., in July 1998 he was appointed Vice President of the Company, and in May 2000 he was appointed Senior Vice President of the Company. Prior to joining our company, Ed
held executive and management positions at Fina Oil and Chemical Company, Texas Commerce Bank and Springer Holding Company.

Jon R. Empson (B.A., Economics, Carleton College, M.B.A., Economics,
University of Nebraska at Omaha)

Jon joined our company in 1986 as Vice President, Regulation, Finance and Administration. In 1993, Jon was appointed Senior Vice President, Gas Supply and Regulatory Services
and in 1996 he was appointed Senior Vice President, Regulatory, Legislative and Environmental Services. Prior to joining UtiliCorp, Jon worked for a predecessor company in various executive and
management positions for 7 years, held executive management positions at the Omaha Chamber of Commerce and Omaha Economic Development Council and worked as an economist with the Department of
Housing and Urban Development.

Peter S. Lowe (Bachelor of Commerce Degree and Master of Business Degree,
University of Melbourne)

Peter joined our company in June of 1999 as Vice President, Financial Management and Accounting Services. In January 2000, he was named Senior Vice President and Chief
Financial Officer. Prior to joining UtiliCorp, Peter was Chief Financial Officer/Group Manager of Business Services for United Energy Limited, a 34% owned foreign traded Australian company. He has
also served in a number of managerial and executive positions with Fosters Brewing Group Limited and worked for seven years at Price Waterhouse LLP.

Sally C. McElwreath (B.A., Social Sciences, M.B.A., Public Relations, Pace University)

Sally joined our company in 1994 as Senior Vice President, Corporate Communications. Prior to joining our company, she was Vice President, Corporate Communications for
Macmillan Inc. and for The Travel Channel; Director of Marketing Communications for TransWorld Airways and Manager of Corporate Communications for United Airlines beginning in 1971. Prior to
1971, she held various positions with ARCO and Sinclair Oil Corporation. Sally recently retired as Captain, U.S. Naval Reserve, after 25 years of service.

Leo E. Morton (B.S., Mechanical Engineering, Tuskegee University; M.S., Management,
Massachusetts Institute of Technology)

Leo joined our company in 1994 as Vice President, Performance Management. He was appointed Senior Vice President in 1995 and Senior Vice President, Human Resources and
Operations Support in 1997. In February 2000, he was named Senior Vice President and Chief Administrative Officer of the company. Prior to working for us, Leo held executive and management
positions in manufacturing and engineering for AT&T beginning in 1973.

18

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Leslie J. Parrette, Jr. (A.B., Harvard College; J.D., Harvard Law School)

Les joined our company in July 2000 as Senior Vice President and General Counsel. Prior to joining our company, Les was a partner in the law firm of Blackwell Sanders
Peper Martin LLP from 1992 through June 2000.

C.E. Payne Jr. (B.S., Portland State University)

Cal joined our company in December 1995 as its first Trading Control Officer. In 2000, he was appointed Vice President and Chief Risk Officer, and in March 2001,
he was appointed Senior Vice President and Chief Risk Officer. Prior to joining our company, Cal held executive and management positions for 11 years at Transco Energy Company in Houston,
Texas.

R. Paul Perkins (B.A., International Relations, University of North Carolina)

Paul joined us in 1994 as Vice President, Corporate Development. Paul's primary focus in Corporate Development was in international opportunities. In 1997, he was appointed
Senior Vice President, Australiasia. In June 1999, Paul was named Senior Vice President, International and in March 2000, was appointed Senior Vice President, Corporate Development.
Prior to joining UtiliCorp, Paul was a regional manager for WMX Technologies between 1992 and 1994 focusing on Latin America and the Caribbean. Paul worked for Texaco Inc. as a Division
Manager, Supply and Trading for Latin America and West Africa between 1990 and 1992. Between 1978 and 1990, Paul worked for Texaco in other international capacities.

Dale J. Wolf (B.S., Business Administration, Fort Hays State University; M.B.A., Finance,
University of Missouri at Kansas City)

Dale joined our company in 1962 as a staff accountant at Missouri Public Service. Between 1962 and 1972, he held various accounting and finance positions. In 1972, Dale was
appointed Assistant Treasurer and in 1976, Treasurer. In 1984, Dale was promoted to Vice President and Treasurer for Missouri Public Service. When UtiliCorp was formed in 1985, Dale became its Vice
President, Finance and Treasurer. In 1989, Dale assumed the Corporate Secretary responsibilities.

Donald G. Bacon (B.S., Civil Engineering, University of Alberta)

Don joined our company in 1993 as Chairman and Chief Executive Officer of West Kootenay Power. In 1997, Don became Chief Executive Officer of Power New Zealand (now known as
UnitedNetworks Limited) in addition to his responsibilities in Canada. In December 1999, he moved to United Energy Limited in Australia as Chief Executive Officer. Prior to Don's employment
with us, he was Vice President, TransAlta Utilities Corporation in Canada.

Robert B. Browning (B.A., San Diego State University; M.B.A., University of Phoenix; MS, Massachusetts Institute of Technology)

Bob joined our company in 1993 as Director-Organization Development. In 1996, he was named Director, Business Process Reengineering. Upon his return in 1998 from MIT's Sloan
Fellows Program, he assumed the role of Vice President, Human Resources. In March 2001, Bob was appointed President and Chief Executive Officer of AlintaGas, in which UtiliCorp and United
Energy own a combined cornerstone share. Prior to joining our company, Bob held various management positions during his 16-year career with Coca-Cola Enterprises, Inc.

Robert W. Holzwarth (B.S., Technical Management, Denver Technical College)

Bob joined our company in 1993 as Director-Power Production. In 1997, he was named Vice President and General Manager of Power Supply Services and in March 2000,
President and Chief Executive Officer of our UtiliCorp Networks Canada Ltd. Prior to joining our company, Bob was General Manager of Power and Water with the Ralph M. Parsons Company on
assignment in Saudi Arabia.

19

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Daniel W. Warnock (B.A., Business Administration, University of Nebraska at Omaha)

Dan joined our company in 1988 as Manager of Regulatory Affairs at our Peoples Natural Gas Division. He has held several positions within the gas and electric supply area. Most
recently he served as Senior Vice President of our Energy Supply Services in Omaha, Nebraska. In January 2000, Dan was named Chief Executive Officer at UnitedNetworks Limited, a 62% owned,
foreign traded New Zealand company.

Item 2. Properties.

We own electric production, transmission and distribution systems and gas transmission and distribution systems throughout our service territories. We also own
gas gathering, processing and pipeline systems. All network assets in Michigan are mortgaged pursuant to an Indenture of Mortgage and Deed of Trust dated July 1, 1951, as supplemented. A
portion of our Canadian network plant is mortgaged under terms of a separate indenture.

Utility Facilities

Our electric generation plants, as of December 31, 2000, are as follows:

|Unit              |                      | Location |                  | Year Installed |                | Unit Capability
(KW Net,
per hour) |         | Fuel      |          | 2000 Net Generation
(MW Hours) |          
|----------------- | -------------------- | -------- | ---------------- | -------------- | -------------- | ---------------------------------- | ------- | --------- | -------- | ------------------------------ | ---------
|                  |                     
|UNITED STATES     |                      |          |                  |                |                |                                    |         |           |          |                                |          
|Missouri:         |                      |          |                  |                |                |                                    |         |           |          |                                |          
|                  | Sibley #1-3          |          | Sibley           |                | 1960,1962,1969 |                                    | 502,000 |           | Coal     |                                | 3,110,364
|                  | Ralph Green #3       |          | Pleasant Hill    |                | 1981           |                                    | 74,000  |           | Gas      |                                | 25,631   
|                  | Nevada               |          | Nevada           |                | 1974           |                                    | 20,000  |           | Oil      |                                | 843      
|                  | Greenwood #1-4       |          | Greenwood        |                | 1975 - 1979    |                                    | 256,000 |           | Gas/Oil  |                                | 181,363  
|                  | KCI #1-2             |          | Kansas City      |                | 1970           |                                    | 32,000  |           | Gas      |                                | 2,028    
|                  | Lake Road #2-3       |          | St. Joseph       |                | 1957, 1962     |                                    | 35,000  |           | Coal/Gas |                                |         
|                  | Lake Road #4         |          | St. Joseph       |                | 1951, 1967     |                                    | 117,000 |           | Coal/Gas |                                |         
|                  | Lake Road #5         |          | St. Joseph       |                | 1974           |                                    | 63,000  |           | Gas/Oil  |                                |         
|                  | Lake Road #6-7       |          | St. Joseph       |                | 1989, 1990     |                                    | 42,000  |           | Oil      |                                |         
|                  | Iatan                |          | Iatan            |                | 1980           |                                    | 121,000 |           | Coal     |                                |         
|                  |                     
|Kansas:           |                      |          |                  |                |                |                                    |         |           |          |                                |          
|                  | Judson Large #4      |          | Dodge City       |                | 1969           |                                    | 145,000 |           | Gas      |                                | 443,246  
|                  | Arthur Mullergren #3 |          | Great Bend       |                | 1963           |                                    | 96,000  |           | Gas      |                                | 216,503  
|                  | Cimarron River #1-2  |          | Liberal          |                | 1963, 1967     |                                    | 71,000  |           | Gas      |                                | 102,162  
|                  | Clifton #1-2         |          | Clifton          |                | 1974           |                                    | 73,000  |           | Gas/Oil  |                                | 21,463   
|                  | Jeffrey #1-3         |          | St. Mary's       |                | 1978,1980,1983 |                                    | 356,000 |           | Coal     |                                | 2,452,061
|                  |                     
|Colorado:         |                      |          |                  |                |                |                                    |         |           |          |                                |          
|                  | W.N. Clark #1-2      |          | Canon City       |                | 1955, 1959     |                                    | 43,000  |           | Coal     |                                | 276,562  
|                  | Pueblo #6            |          | Pueblo           |                | 1949           |                                    | 20,000  |           | Gas      |                                | 34,973   
|                  | Diesel #'1-5         |          | Pueblo           |                | 1964           |                                    | 10,000  |           | Oil      |                                | 11,704   
|                  | Diesel #'1-5         |          | Rocky Ford       |                | 1964           |                                    | 10,000  |           | Oil      |                                | 6,777    
|                  |                     
|CANADA            |                      |          |                  |                |                |                                    |         |           |          |                                |          
|British Columbia: |                      |          |                  |                |                |                                    |         |           |          |                                |          
|                  | No. 1                |          | Lower Bonnington |                | 1925           |                                    | 44,500  |           | Hydro    |                                | 389,820  
|                  | No. 2                |          | Upper Bonnington |                | 1907           |                                    | 61,250  |           | Hydro    |                                | 413,827  
|                  | No. 3                |          | South Slocan     |                | 1928           |                                    | 52,500  |           | Hydro    |                                | 423,633  
|                  | No. 4                |          | Corra Linn       |                | 1932           |                                    | 45,000  |           | Hydro    |                                | 339,679  
|                  |                     
|                  |                      | TOTAL    |                  |                |                |                                    |         | 2,289,250 |          |                                |          
|                  |                     

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The following table shows the overall fuel mix and generation capability for the past five years.

Source (MW)

2000

1999

1998

1997

1996Coal

1,174

895

888

889

885Gas and oil

912

802

792

790

784Hydro

203

205

205

205

205Total generation capability

2,289

1,902

1,885

1,884

1,874


At
December 31, 2000, we had transmission and distribution lines as follows:

Description

Length
(Pole Miles)Transmission lines

5,458Overhead distribution lines

68,288Underground distribution lines

8,338Total

82,084


At
December 31, 2000, our gas utility operations had 1,900 miles of gas gathering and transmission pipelines and 17,939 miles of distribution mains and service lines located
throughout its service territories.

Natural Gas Assets

Aquila owned, operated or had interests in 11 active natural gas pipeline systems with an aggregate length of approximately 3,910 miles. These pipelines do not
form an interconnected system. Set forth below is information with respect to Aquila's pipeline systems as of December 31, 2000:

|Gathering Systems                    |       | Location       |  | Miles of
Pipeline (a) |       | Gas Throughput
Capacity
(a)
(MMcf/d)
|------------------------------------ | ----- | -------------- |  | --------------------- | ----- | ------------------------------------
|                                    
|Southeast Texas/Katy Pipeline System |       | Texas          |  | 2,420                 |       | 732                                 
|Oasis Pipeline (b)                   |       | Texas          |  | 600                   |       | 1,000                               
|Elk City Gathering System            |       | Oklahoma       |  | 204                   |       | 130                                 
|Others                               |       | Texas/Oklahoma |  | 686                   |       | 369                                 
|                                    
|                                     | Total |                |  |                       | 3,910 |                                     
|                                    

21

---

At December 31, 2000, Aquila owned and/or operated an interest in three natural gas processing plants listed. Set forth below is information with respect to Aquila's processing
plants as of December 31, 2000:

|Processing Plants  |                    | Gas Throughput
Capacity(a)
(MMcf/d) |     | 2000
Gas Throughput
(a),(b)
(MMcf/d) |     | 2000
NGLs Production
(a),(b)
(MBbls/d)(c)
|------------------ | ------------------ | ----------------------------------- | --- | ------------------------------------ | --- | -----------------------------------------
|                  
|La Grange, Texas   |                    | 230                                 |     | 137                                  |     | 15.7                                     
|Benedum, Texas 20% |                    | 100                                 |     | 20                                   |     | 1.3                                      
|Elk City, Oklahoma |                    | 115                                 |     | 96                                   |     | 4.7                                      
|                  
|                   | Total owned plants |                                     | 445 |                                      | 253 |                                          
|                   | Katy, Texas (d)(e) |                                     |    |                                      | 196 |                                          
|                  
|                   |                    | Total                               |     | 445                                  |     | 449                                      
|                  

The
availability of natural gas reserves to Aquila depends on their development in the area served by its pipelines and on Aquila's ability to purchase gas currently sold to or
transported through other pipelines. The development of additional gas reserves will be affected by many factors including the prices of natural gas and crude oil, exploration and development costs
and the presence of natural gas reserves in the areas served by Aquila's systems.

We
also own or have an interest in eight natural gas treatment plants with a natural gas throughput capacity of approximately 480 MMcf/d, all of which are located on, or adjacent to,
our pipeline systems. To optimize the flow of natural gas through our pipeline systems, we own or have an interest in a total of 52 field compressor stations comprised of 93 compressor units with an
aggregate of approximately 65,595 horsepower.

22

---

At December 31, 2000, Aquila owned or controlled capacity in nine natural gas storage facilities listed. Set forth below is information with respect to Aquila's natural gas
storage facilities as of December 31, 2000:

Name

Location

Net Working Gas
Capacity (Bcf)Katy (a)

Texas

20.0Hole House (a)

U.K.

2.0National Fuels (b)

Pennsylvania

1.8NGPL (b)

Texas/Louisiana

10.8Moss Bluff (b)

Texas

1.0Egan (b)

Louisiana

.8Sabine (b)

Louisiana

.6Nicor (b)

Illinois

4.0Aeco (b)

Canada

.5Total



41.5




Coal Assets

We own and operate a full service coal dock and material handling facility strategically located on the Big Sandy River in Huntington, West Virginia. This
facility has the capability to receive coal by truck, rail and barge and to load coal to barge and rail. It has an annual throughput capacity of 5 million tons of coal and related products and
more than 450,000 tons of coal storage capacity. The dock also supports our marketing and trading business by enabling physical settlement.

23

---

Independent Power Plants

Information regarding the company's generating plants is set forth below.

|Plant & Location                                  |  | Type of
Investment        |  | Percent
Owned |  | Gross
Capacity
(MW)(a) |  | Fuel                |  | Date in Service              
|------------------------------------------------- |  | ------------------------- |  | ------------- |  | ---------------------- |  | ------------------- |  | -----------------------------
|Topsham Hydro Partners, Maine                     |  | Leveraged lease           |  | 50.00         |  | 14                     |  | Hydro               |  | October 1987                 
|Stockton CoGen Company, California                |  | General partnership       |  | 50.00         |  | 60                     |  | Coal                |  | March 1988(b)                
|BAF Energy L.P., California                       |  | Limited partnership       |  | 23.10         |  | 120                    |  | Natural Gas         |  | May 1989                     
|Rumford Cogeneration Company L.P., Maine          |  | Limited partnership       |  | 24.30         |  | 85                     |  | Coal and Waste wood |  | May 1990                     
|Koma Kulshan Associates, Washington               |  | Limited partnership       |  | 49.75         |  | 14                     |  | Hydro               |  | October 1990                 
|Badger Creek Limited, California                  |  | Limited partnership       |  | 49.75         |  | 50                     |  | Natural Gas         |  | April 1991                   
|Lockport Energy Associates, L.P., New York        |  | Limited partnership       |  | 16.58         |  | 180                    |  | Natural Gas         |  | December 1992                
|Orlando Cogen Limited, L.P., Florida              |  | Limited partnership       |  | 50.00         |  | 126                    |  | Natural Gas         |  | September 1993               
|Jamaica Private Power Company, Jamaica            |  | Limited liability company |  | 24.09         |  | 60                     |  | Diesel              |  | January 1997                 
|Batesville Unit No. 3, Mississippi                |  | Contracted                |  |              |  | 279                    |  | Natural Gas         |  | June 2000                    
|Lake Cogen Ltd., Florida                          |  | Limited partnership       |  | 49.90         |  | 110                    |  | Natural Gas         |  | July 1993(c)                 
|Mid-Georgia Cogen, L.P., Georgia                  |  | Limited partnership       |  | 50.00         |  | 305                    |  | Natural Gas         |  | June 1998(c)                 
|Onondaga Cogen. Ltd. Partnership, New York        |  | Limited partnership       |  | 100.00        |  | 91                     |  | Natural Gas         |  | December 1993(c)             
|Pasco Cogen Ltd., Florida                         |  | Limited partnership       |  | 49.90         |  | 109                    |  | Natural Gas         |  | July 1993(c)                 
|Prime Energy Limited Partnership, New Jersey      |  | Limited partnership       |  | 50.00         |  | 65                     |  | Natural Gas         |  | December 1989(c)             
|Selkirk Cogen. Partners, L.P., New Jersey         |  | Limited partnership       |  | 19.90         |  | 345                    |  | Natural Gas         |  | March 1992/
September 1994(c)
|Acadia Power Plant, Louisiana                     |  | Contracted                |  |              |  | 580                    |  | Natural Gas         |  | July 2002*(d)                
|Aries L.L.C., Missouri                            |  | Contracted                |  |              |  | 290                    |  | Natural Gas         |  | June 2001*                   
|Elwood Energy L.L.C., Illinois                    |  | Contracted                |  |              |  | 604                    |  | Natural Gas         |  | 2001*(e)                     
|Five development projects, sites to be determined |  | Owned                     |  | 100.00        |  | 1,640                  |  | Natural Gas         |  | 2002*                        
|                                                  |  |                           |  |               |  |                        |  |                     |  |                              
|Total Gross Capacity (MW)                         |  |                           |  |               |  | 5,127                  |  |                     |  |                              
|                                                  |  |                           |  |               |  |                        |  |                     |  |                              
|Aquila Net Capacity owned or controlled (MW)      |  |                           |  |               |  | 4,107                  |  |                     |  |                              
|                                                  |  |                           |  |               |  |                        |  |                     |  |                              

---

24

---



Item 3.  Legal Proceedings

On March 15, 2001, we settled all claims arising out of investigations by federal and state agencies of apparent violations of environmental laws
committed by employees of a former division while we owned the division. Based in Omaha, Nebraska, the division conducted a water and wastewater treatment business and was sold by us in
January 1997. The terms of the settlement call for us to pay $225,000 in penalties and to make $900,000 available for the use of various Nebraska community service organizations.

Item 4.  Submission of Matters to a Vote of Security Holders.

There were no matters submitted to a vote of security holders in the fourth quarter of 2000.

PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters.

The company's common stock (par $1) is listed on the New York, Pacific and Toronto stock exchanges under the symbol UCU. At March 5, 2001, the company
had 44,017 common shareholders of record. Information relating to market prices of common stock and cash dividends on common stock is set forth in the table below.

Market Price

High

Low

Cash
Dividends2000 QuartersFirst

$
20.06

$
15.19

$
.30Second

$
21.88

$
17.31

$
.30Third

$
28.50

$
19.88

$
.30Fourth

$
31.31

$
23.94

$
.301999 QuartersFirst

$
23.58

$
22.44

$
.30Second

$
25.13

$
22.63

$
.30Third

$
24.56

$
21.00

$
.30Fourth

$
22.00

$
19.00

$
.30


25

---

Item 6.  Selected Financial Data.

|In millions (except per share)                 |  | 2000 |          | 1999 |   | 1998     |  | 1997 |          | 1996
|---------------------------------------------- |  | ---- | -------- | ---- | - | -------- |  | ---- | -------- | ----
|                                              
|Sales                                          |  | $    | 28,974.9 |      | $ | 18,621.5 |  | $    | 12,563.4 |     
|Gross Profit                                   |  |      | 1,428.7  |      |   | 1,156.8  |  |      | 967.4    |     
|Net income                                     |  |      | 206.8    |      |   | 160.5    |  |      | 132.2    |     
|Earnings available for common shares           |  |      | 206.8    |      |   | 160.5    |  |      | 132.2    |     
|Basic earnings per common share                |  |      | 2.22     |      |   | 1.75     |  |      | 1.65     |     
|Diluted earnings per common share              |  |      | 2.21     |      |   | 1.75     |  |      | 1.63     |     
|Cash dividends per common share                |  |      | 1.20     |      |   | 1.20     |  |      | 1.20     |     
|Total assets                                   |  |      | 14,115.6 |      |   | 7,538.6  |  |      | 6,130.9  |     
|Short-term debt (including current maturities) |  |      | 552.7    |      |   | 291.7    |  |      | 484.4    |     
|Long-term debt                                 |  |      | 2,345.9  |      |   | 2,202.3  |  |      | 1,376.6  |     
|Company-obligated preferred securities         |  |      | 450.0    |      |   | 350.0    |  |      | 100.0    |     
|Preference and preferred stock                 |  |      |         |      |   |         |  |      |         |     
|Common shareholders' equity                    |  |      | 1,799.6  |      |   | 1,525.4  |  |      | 1,446.3  |     
|                                              

Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operation.

The information required by this item is incorporated by reference to pages 23 through 35 in the company's 2000 Annual Report to Shareholders.

Item 7a. Quantitative and Qualitative Disclosures about Market Risk.

The information required by this item is incorporated by reference to pages 32 and 33 in the company's 2000 Annual Report to Shareholders.

Item 8.  Financial Statements and Supplementary Data

The information required by this item is incorporated by reference to pages 36 through 58 of the company's 2000 Annual Report to Shareholders.

Item 9.  Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

PART III

Items 10, 11, 12 and 13. Directors and Executive Officers of the Company, Executive Compensation, Security Ownership of Certain Beneficial Owners and Management, and Certain Relationships and Related
Transactions.

Information
regarding these items appears in our proxy statement and is hereby incorporated by reference in this Annual Report on Form 10-K. For information with
respect to the executive officers of the company, see "Executive Officers of the Registrant" following Item 1 in Part 1 of this Form 10-K.

26

---

PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

The following documents are filed as part of this report:

(a)(1)Financial Statements:

Page No.Consolidated Statements of Income for the three years ended December 31, 2000

*Consolidated Balance Sheets at December 31, 2000 and 1999

*Consolidated Statements of Common Shareholders' Equity for the three years ended December 31, 2000

*Consolidated Statements of Comprehensive Income for the three years ended December 31, 2000

*Consolidated Statements of Cash Flows for the three years ended December 31, 2000

*Notes to Consolidated Financial Statements

*Report of Independent Public Accountants

*


---

(a)(2)Financial Statement Schedule

Report of Independent Accountants on Financial Statement Schedule II

29Valuation and Qualifying Accounts for the years 2000, 1999 and 1998

30


All
other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

27

---



(3)  List of Exhibits *



10(a)(1)

UtiliCorp United Inc. Amended and Restated 1986 Stock Incentive Plan.10(a)(2)

First Amendment and Second Amendment to UtiliCorp United Inc. Amended and Restated 1986 Stock Incentive Plan.10(a)(3)

UtiliCorp United Inc. Annual and Long-Term Incentive Plan, including all amendments.10(a)(4)

UtiliCorp United Inc. 1990 Non-Employee Director Stock Plan, including all amendments.10(a)(5)

Severance Compensation Agreement.10(a)(6)

Executive Severance Payment Agreement.10(a)(7)

Split Dollar Agreement.10(a)(8)

Supplemental Retirement Agreement.10(a)(9)

UtiliCorp United Inc. Life Insurance Program for Officers.10(a)(10)

Supplemental Executive Retirement Plan, Amended and Restated, including first amendment.10(a)(11)

Second Amendment to Supplemental Executive Retirement Plan, Amended and Restated.10(a)(12)

Employment Agreement for Richard C. Green, Jr.10(a)(13)

Employment Agreement for Robert K. Green.10(a)(14)

Amended and Restated Capital Accumulation Plan.


Reports on Form 8-K





28

---

REPORT OF INDEPENDENT ACCOUNTANTS ON  FINANCIAL STATEMENT SCHEDULE

To
the Board of Directors and Shareholders of UtiliCorp United Inc.:

We
have audited in accordance with auditing standards generally accepted in the United States, the consolidated financial statements for the years ended December 31, 2000,
1999, and 1998 described on page 58 of UtiliCorp United Inc.'s Annual Report to Shareholders, which is incorporated by reference in this Form 10-K, and have issued our report
thereon dated February 5, 2001. Our audits were made for the purpose of forming an opinion on those statements taken as a whole. The Financial Statement Schedule listed in Item 14(a)2 is the
responsibility of the company's management and is presented for the purposes of complying with the Securities and Exchange Commission's rules and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in the audit of the basic consolidated financial statements, and, in our opinion, fairly states in all material respects the financial
data required to be set forth therein in relation to the basic consolidated financial statements taken as a whole.

/s/
ARTHUR ANDERSEN LLP

Kansas
City, Missouri
February 5, 2001

29

---

UTILICORP UNITED INC.  SCHEDULE IIVALUATION AND QUALIFYING ACCOUNTS  For the Three Years Ended December 31, 2000  (in Millions)

|Column A                         |  | Column B |  | Column C |  | Column D |  | Column E
|-------------------------------- |  | -------- |  | -------- |  | -------- |  | --------
|
|Allowance for Doubtful Accounts |  |          |  |          |  |          |  |         
|2000                             |  | $35.1    |  | $62.6    |  | $(43.9)  |  | $53.8   
|1999                             |  | $14.9    |  | $26.5    |  | $(6.3)   |  | $35.1   
|1998                             |  | $9.8     |  | $7.8     |  | $(2.7)   |  | $14.9   
|Maintenance Reserves(b)         |  |          |  |          |  |          |  |         
|2000                             |  | $6.6     |  | $       |  | $6.9     |  | $13.5   
|1999                             |  | $6.0     |  | $       |  | $.6      |  | $6.6    
|1998                             |  | $2.0     |  | $       |  | $4.0     |  | $6.0    
|Other Reserves(a)               |  |          |  |          |  |          |  |         
|2000                             |  | $22.7    |  | $       |  | $(.8)    |  | $21.9   
|1999                             |  | $21.0    |  | $       |  | $1.7     |  | $22.7   
|1998                             |  | $20.0    |  | $       |  | $1.0     |  | $21.0   

---

30

---



UTILICORP UNITED INC.  INDEX TO EXHIBITS

|Exhibit
Number |  | Description                                                                                                                                                                                       
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*3(a)(1)       |  | Certificate of Incorporation of the Company. (Exhibit 3(a)(1) to the Company's Annual Report on Form 10-K for the year ended December 31, 1991.)                                                  
|*3(a)(2)       |  | Certificate of Amendment to Certificate of Incorporation of the Company. (Exhibit 4(a)(1) to Registration Statement No. 33-16990 filed September 3, 1987.)                                        
|*3(a)(3)       |  | Certificate of Designation to Certificate of Incorporation of the Company. (Exhibit 3(a)(3) to the company's Annual Report on Form 10-K for the year ended December 31, 1999.)                    
|*3(a)(4)       |  | Certificate of Designation to Certificate of Incorporation of the Company. (Exhibit 3(a)(4) to the company's Annual Report on Form 10-K for the year ended December 31, 1999.)                    
|*3(a)(5)       |  | Certificate of Amendment to Certificate of Incorporation of the Company (Exhibit 4(a)(5) to the Company's Registration Statement No. 33-50260, filed July 31, 1992.)                              
|*3(a)(6)       |  | Certificate of Designation to Certificate of Incorporation of the Company. (Exhibit 3(a)(6) to the company's Annual Report on Form 10-K for the year ended December 31, 1999.)                    
|*3(a)(7)       |  | Certificate of Amendment to Certificate of Incorporation of the Company (Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 1998.)                          
|*3(b)          |  | By-laws of the Company as amended. (Exhibit 3.1 on Form 10-Q for the quarter ended June 30, 1998.)                                                                                                
|*4(a)(1)       |  | Indenture, dated as of November 1, 1990, between the Company and The First National Bank of Chicago, Trustee. (Exhibit 4(a) to the Company's Current Report on Form 8-K, dated November 30, 1990.)
|*4(a)(2)       |  | First Supplemental Indenture, dated as of November 27, 1990. (Exhibit 4(b) to the Company's Current Report on Form 8-K, dated November 30, 1990.)                                                 
|*4(a)(3)       |  | Second Supplemental Indenture, dated as of November 15, 1991. (Exhibit 4(a) to UtiliCorp United Inc.'s Current Report on Form 8-K dated December 19, 1991.)                                       
|*4(a)(4)       |  | Third Supplemental Indenture, dated as of January 15, 1992. (Exhibit 4(c)(4) to the Company's Annual Report on Form 10-K for the year ended December 31, 1991.)                                   
|*4(a)(5)       |  | Fourth Supplemental Indenture, dated as of February 24, 1993. (Exhibit 4(c)(5) to the Company's Annual Report on Form 10-K for the year ended December 31, 1992.)                                 
|*4(a)(6)       |  | Fifth Supplemental Indenture, dated as of April 1, 1993. (Exhibit 4(c)(6) to the Company's Annual Report on Form 10-K for the year ended December 31, 1993.)                                      
|*4(a)(7)       |  | Sixth Supplemental Indenture, dated as of November 1, 1994. (Exhibit 4(d)(7) to the Company's Registration Statement on Form S-3 No. 33-57167, filed January 4, 1995.                             
|*4(a)(8)       |  | Seventh Supplemental Indenture, dated as of June 1, 1995. (Exhibit 4 to the Company's Form 10-Q for the period ended June 30, 1995.)                                                              
|*4(a)(9)       |  | Eighth Supplemental Indenture, dated as of October 1, 1996 (Exhibit 4(b)(9) to the company's Annual Report on Form 10-K for the year ended December 31, 1996).                                    
|*4(a)(10)      |  | Ninth Supplemental Indenture, dated as of September 1, 1997 (Exhibit 4 to the company's quarterly report on Form 10-Q for the period ended September 30, 1997).                                   
|*4(a)(11)      |  | Tenth Supplemental Indenture, dated as March 31, 1999 (Exhibit 4(c)(11) to the Company's Registration Statement on Form S-4 No. 333-83979, filed July 29, 1999.)                                  

31

---

|*4(a)(12) |  | Eleventh Supplemental Indenture, dated as of July 20, 1999 (Exhibit 4(c)(12) to the Company's Registration Statement on Form S-4 No. 333-83979, filed July 29, 1999.)                                                
|--------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*4(a)(13) |  | Twelfth Supplemental Indenture, dated as of September 29, 1999 (Exhibit 4(d)(14) to the Company's Form 8-K filed October 6, 1999.)                                                                                   
|*4(a)(14) |  | Thirteenth Supplemental Indenture, dated as of November 16, 1999. (Exhibit 4(a)(14) to the company's Annual Report on Form 10-K for the year ended December 31, 1999.)                                               
|4(a)(15)  |  | Fourteenth Supplemental Indenture, dated as of November 20, 2000.                                                                                                                                                    
|*4(a)(16) |  | Fifteenth Supplemental Indenture, dated as of February 2, 2001. (Exhibit 4(a) to the company's Current Report on Form 8-K dated February 1, 2001)                                                                    
|*4(b)     |  | Twentieth Supplemental Indenture, dated as of May 26, 1989, Supplement to Indenture of Mortgage and Deed of Trust, dated July 1, 1951. (Exhibit 4(d) to Registration Statement No. 33-45382, filed
January 30, 1992.)
|*4(c)(1)  |  | Indenture, dated as of June 1, 1995, Junior Subordinated Debentures. (Exhibit 4(d)(1) to the company's Annual Report on Form 10-K for the year ended December 31, 1995.)                                             
|*4(c)(2)  |  | First Supplemental Indenture, dated as of June 1, 1995, Supplement to Indenture dated June 1, 1995. (Exhibit 4(d)(2) to the company's Annual Report on Form 10-K for the year ended December 31,
1995.)              
|*4(c)(3)  |  | Long-term debt instruments of the Company in amounts not exceeding 10 percent of the total assets of the Company and its subsidiaries on a consolidated basis will be furnished to the Commission upon request.      
|*4(d)     |  | Form of Rights Agreement between UtiliCorp United Inc. and First Chicago Trust Company of New York, as Rights Agent. (Exhibit 4 to the company's Form 10-Q for the period ended September 30, 1996.)                 
|*10(a)(1) |  | UtiliCorp United Inc. Amended and Restated 1986 Stock Incentive Plan. (Exhibit 10(a)(2) to the Company's Annual Report on Form 10-K for the year ended December 31, 1999.)                                           
|10(a)(2)  |  | First Amendment and Second Amendment to UtiliCorp United Inc. Amended and Restated 1986 Stock Incentive Plan.                                                                                                        
|*10(a)(3) |  | UtiliCorp United Inc. Annual and Long-Term Incentive Plan, including all amendments. (Exhibit 10(a)(3) to the Company's Annual Report on Form 10-K for the year ended December 31, 1999.)                            
|*10(a)(4) |  | UtiliCorp United Inc. 1990 Non-Employee Director Stock Plan, including all amendments. (Exhibit 10(a)(4) to the Company's Annual Report on Form 10-K for the year ended December 31, 1999.)                          
|*10(a)(5) |  | Form of Severance Compensation Agreement between UtiliCorp United Inc., and certain Executives of the Company. (Exhibit 10 (a)(7) to the company's Annual Report on Form 10-K for the year ended December
 31, 1995.)
|*10(a)(6) |  | Executive Severance Payment Agreement (Exhibit 10 to the Company's Quarterly Report on Form 10-Q filed for the quarter ended September 30, 1993.)                                                                    
|*10(a)(7) |  | Split Dollar Agreement dated as of June 12, 1985, between the Company and James G. Miller. (Exhibit 10(a)(10) to the Company's Annual Report on Form 10-K for the year ended December 31, 1994.)                     

32

---

|*10(a)(8)  |  | Supplemental Retirement Agreement dated as of January 27, 1983, between the Company and James G. Miller. (Exhibit 10(a)(11) to the Company's Annual Report on Form 10-K for the year ended December 31,
1994.)
|---------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*10(a)(9)  |  | UtiliCorp United Inc. Life Insurance Program for Officers. (Exhibit 10 (a)(13) to the company's Annual Report on Form 10-K for the year ended December 31, 1995.)                                             
|*10(a)(10) |  | Supplemental Executive Retirement Plan, Amended and Restated, including first amendment. (Exhibit 10(a)(11) to the Company's Annual Report on Form 10-K for the year ended December 31, 1999.)                
|10(a)(11)  |  | Second Amendment to Supplemental Executive Retirement Plan, Amended and Restated.                                                                                                                             
|*10(a)(12) |  | Employment Agreement for Richard C. Green, Jr. (Exhibit 10.4 on Form 10-Q for the quarter ended June 30, 1998.)                                                                                               
|*10(a)(13) |  | Employment Agreement for Robert K. Green (Exhibit 10.5 on Form 10-Q for the quarter ended June 30, 1998.)                                                                                                     
|10(a)(14)  |  | Amended and Restated Capital Accumulation Plan.                                                                                                                                                               
|13         |  | Annual Report to Shareholders for the year ended December 31, 2000                                                                                                                                            
|21         |  | Subsidiaries of the Company.                                                                                                                                                                                  
|23         |  | Consent of Arthur Andersen LLP.                                                                                                                                                                               

33

---



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, there unto duly authorized.



| |  | By: | /s/RICHARD C. GREEN, JR.Richard C. Green, Jr. Chairman of the Board of Directors and
Chief Executive OfficerDate: March 26, 2001
| |  | --- | --------------------------------------------------------------------------------------------------------------------------------

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

|    |  |                                                     |  |                                                                         |  |               
|--- |  | --------------------------------------------------- |  | ----------------------------------------------------------------------- |  | --------------
|By: |  | /s/RICHARD C. GREEN, JR.Richard C. Green, Jr.       |  | Chairman of the Board of Directors and Chief Executive Officer          |  | March 26, 2001
|By: |  | /s/ROBERT K. GREENRobert K. Green                   |  | President, Chief Operating Officer and Director; Chairman, Aquila, Inc. |  | March 26, 2001
|By: |  | /s/PETER S. LOWEPeter S. Lowe                       |  | Senior Vice President and Chief Financial Officer                       |  | March 26, 2001
|By: |  | /s/JOHN R. BAKERJohn R. Baker                       |  | Director                                                                |  | March 26, 2001
|By: |  | /s/ROBERT F. JACKSONRobert F. Jackson               |  | Director                                                                |  | March 26, 2001
|By: |  | /s/L. PATTON KLINEL. Patton Kline                   |  | Director                                                                |  | March 26, 2001
|By: |  | /s/HERMAN CAINHerman Cain                           |  | Director                                                                |  | March 26, 2001
|By: |  | /s/IRVINE O. HOCKADAY, JR.Irvine O. Hockaday, Jr.   |  | Director                                                                |  | March 26, 2001
|By: |  | /s/DR. STANLEY O. IKENBERRYDr. Stanley O. Ikenberry |  | Director                                                                |  | March 26, 2001
|By: |  | /s/DR. SHIRLEY ANN JACKSONDr. Shirley Ann Jackson   |  | Director                                                                |  | March 26, 2001

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