-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Lu+SnJYv/E3YXx2vgoRfY4EJUDMz+mbWqXm6ed+UPUyu5lN4L9dH3Ygmim/yulbR dljn9rj2ZE1KWW8vn8m2yw== 0000916863-99-000002.txt : 19990301 0000916863-99-000002.hdr.sgml : 19990301 ACCESSION NUMBER: 0000916863-99-000002 CONFORMED SUBMISSION TYPE: U-3A-2 PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WPS RESOURCES CORP CENTRAL INDEX KEY: 0000916863 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 391775292 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-3A-2 SEC ACT: SEC FILE NUMBER: 069-00459 FILM NUMBER: 99552475 BUSINESS ADDRESS: STREET 1: 700 N ADAMS ST STREET 2: PO BOX 19001 CITY: GREEN BAY STATE: WI ZIP: 54307-9001 BUSINESS PHONE: 9204331466 MAIL ADDRESS: STREET 1: 700 NORTH ADAMS STREET STREET 2: PO BOX 19001 CITY: GREEN BAY STATE: WI ZIP: 54307-9001 U-3A-2 1 FORM U-3A-2 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Statement by Holding Company Claiming Exemption Under Rule U-3A-2 from Provisions of the Public Utility Holding Company Act of 1935. To be filed annually prior to March 1. WPS RESOURCES CORPORATION hereby files with the Securities and Exchange Commission, pursuant to Rule U-3A-2, its statement claiming exemption as a holding company from the provisions of the Public Utility Holding Company Act of 1935, and submits the following information: 1. Name, state of organization, location and nature of business of claimant ------------------------------------------------------------------------ and every subsidiary thereof, other than any exempt wholesale generator ----------------------------------------------------------------------- (EWG) or foreign utility company in which claimant directly or -------------------------------------------------------------- indirectly holds an interest. ---------------------------- WPS Resources Corporation, ("WPSR"), is the claimant hereunder and was ------------------------- incorporated on December 3, 1993 under the laws of the state of Wisconsin and has its principal executive office at 700 North Adams Street, P. O. Box 19001, Green Bay, Wisconsin 54307-9001. WPSR was organized for the purpose of becoming the new parent holding company in a corporate restructuring. Effective September 1, 1994, WPSR, as the result of a share-for-share exchange of common stock with Wisconsin Public Service Corporation ("WPSC"), became the parent of WPSC. After the exchange, WPSR owned 100% of WPSC's common stock, consisting of 23,896,962 shares, with $4 per share par value. The directors of WPSR are in each case directors of WPSC. The majority of WPSR's officers are also officers of WPSC. The total consolidated assets of WPSR at December 31, 1998 were $1,510,387,000. WPSR is not a public utility. Subsidiaries of WPSR consist of the following: a. Wisconsin Public Service Corporation ("WPSC") was incorporated on ------------------------------------ July 17, 1883 under the laws of the state of Wisconsin and has its principal executive office at 700 North Adams Street, P. O. Box 19001, Green Bay, Wisconsin 54307-9001. The directors of WPSC are also directors of WPSR. WPSR owns 100% of WPSC's capital stock, consisting of 23,896,962 shares of common stock, with a $4 per share par value. The total assets of WPSC at December 31, 1998 were $1,267,582,000, or 83.9% of WPSR's assets. WPSR's equity in net income for the year 1998 was $54,075,000. WPSC is an operating public utility company engaged chiefly in the production, transmission, distribution, and sale of electricity and in the purchase, distribution, and sale of gas. WPSC serves - 2 - approximately 381,000 electric customers and 224,000 gas customers in 11,000 square miles in northeastern and central Wisconsin and an adjacent part of Upper Michigan. About 97% of operating revenues in the year 1998 were derived from Wisconsin customers, and 3% from Michigan customers. (1) WPS Leasing, Inc. ("WPS Leasing") is a nonutility company ----------------- and was incorporated on September 22, 1994 under the laws of the state of Wisconsin and has its principal office at the principal executive offices of WPSC. WPSC owns 100% of WPS Leasing's capital stock. The intended principal business of WPS Leasing is to participate in the financing of specific utility projects. (2) Wisconsin Valley Improvement Company ------------------------------------ ("Improvement Company"), of which WPSC owns 26.9% of the voting stock, is incorporated under the laws of the state of Wisconsin and has its principal office at Wausau, Wisconsin. Improvement Company operates a system of dams and water reservoirs on the Wisconsin River and tributary streams to produce as nearly a uniform stream flow as practicable through all seasons, and charges water tolls to benefited power plant owners as determined semiannually by the Public Service Commission of Wisconsin, all pursuant to special enactments of the Wisconsin Legislature (as amended by Chapter 497, Wisconsin Laws of 1939). It generates no electric energy and renders no public utility services. Total assets of Improvement Company at December 31, 1998 were $751,000, or .06% of WPSC's assets. WPSC's equity in net income for Improvement Company for the year 1998 was $21,000, or .04% of WPSC's total net income. It is believed that Improvement Company is not a "public utility company" as defined in the Public Utility Holding Company Act of 1935. In findings and opinion promulgated October 28, 1940, in File No. 31-480 (8 S.E.C. Decisions, P. 134), to which reference is hereby made, the Securities and Exchange Commission declared said Improvement Company not to be a subsidiary of WPSC. (3) Wisconsin River Power Company ("River Company"), of which ----------------------------- WPSC owns 33.1% of the voting stock, is incorporated under the laws of the state of Wisconsin and has its principal office at Wisconsin Rapids, Wisconsin. River Company's business consists of the operation of two hydroelectric plants on the Wisconsin River, the output of which is sold in equal parts to three companies, including WPSC, which three companies own all outstanding stock of River Company in substantially equal parts. Total assets of River Company at December 31, 1998 were $5,807,000, or .46% of WPSC's assets. WPSC's equity in net income for River Company for - 3 - the year 1998 was $542,000, or 1.0% of WPSC's total net income. Further information concerning the nature of the business of River Company is set forth in findings and opinions of the Securities and Exchange Commission entered in reference to River Company on January 29, 1948 in File Nos. 70-1656 and 31-551 (27 S.E.C. Decisions, P. 539) and its orders in Docket No. EL79-10. b. WPS Energy Services, Inc. ("ESI"), is a nonutility company ------------------------- incorporated on October 12, 1994 under the laws of the state of Wisconsin with its principal offices at 677 Baeten Road, Green Bay, WI 54304. WPSR owns 100% of ESI's capital stock. The intended principal business of ESI is to provide electric and gas marketing services, real-time energy management services, project management, and energy consulting services to wholesale and retail participants in the nonregulated energy market. ESI also holds a power marketers license from the Federal Energy Regulatory Commission. c. WPS Power Development, Inc. ("PDI"), is a nonutility company --------------------------- incorporated on December 21, 1994 under the laws of the state of Wisconsin with its principal offices at 677 Baeten Road, Green Bay, WI 54304. WPSR owns 100% of PDI's capital stock. The intended principal business of PDI is to develop and purchase electric generation and related projects and to provide (i) project development, (ii) engineering and project management, (iii) operations and maintenance, and (iv) acquisition and investment analysis services to the nonregulated power generation industry. (1) PDI Stoneman, Inc. ("PDI Stoneman") is a nonutility company ------------------ incorporated on April 1, 1996 under the laws of the state of Wisconsin with its principal offices at the principal offices of PDI. PDI owns 100% of PDI Stoneman's capital stock. The intended principal business of PDI Stoneman is to own 66-2/3% of Mid-American Power LLC, an exempt wholesale generator who owns the E. J. Stoneman Generating Station. (2) PDI Operations, Inc. ("PDI Operations") (formerly known as -------------------- PDI Stoneman Operations, Inc.) is a nonutility company incorporated on May 30, 1996 under the laws of the state of Wisconsin with its principal offices at the principal offices of PDI. PDI owns 100% of PDI Operations's capital stock. The intended principal business of PDI Operations is to provide operation, maintenance, and technical services for the E. J. Stoneman Generating Station and other operating assets of PDI or PDI subsidiaries. - 4 - (3) Mid-American Power Ventures, LLC ("Power Ventures") is a -------------------------------- nonutility company incorporated on August 21, 1996 under the laws of the state of Wisconsin with its principal offices at the principal offices of PDI. PDI owns 75% of Power Ventures. The intended principal business of Power Ventures is to develop power production facilities with other partners and eventually establish a fund to invest in power production facilities. (4) Neulite Industries of Wisconsin, LLC ("Neulite") is a ------------------------------------ nonutility company incorporated on September 25, 1996 under the laws of the state of Wisconsin with its principal offices at the principal offices of PDI. PDI owns 50% of Neulite. The intended principal business of Neulite is to own, construct, and operate lightweight aggregate production facilities. (5) Renewable Fibers International, LLC ("RFI") is a nonutility ----------------------------------- company incorporated on January 16, 1998 under the laws of the state of Wisconsin with its principal offices at 125 South Jefferson Street, Suite 201, Green Bay, Wisconsin 54301. PDI owns 33-1/3% of RFI. The intended principal business of RFI is to develop and carry on business activities related to the continuous fiber liberation of wood chips. (6) Wisconsin Woodgas LLC ("Woodgas") is a nonutility company --------------------- incorporated on January 27, 1998 under the laws of the state of Wisconsin with its principal offices at the principal offices of PDI. PDI owns 100% of Woodgas' capital stock. The intended principal business of Woodgas is to own and operate a gasification facility that converts biomass feedstock into biomass gas for sale to Wisconsin Energy Operations LLC. (7) Wisconsin Energy Operations LLC ("Energy Operations") is a ------------------------------- nonutility company incorporated on January 27, 1998 under the laws of the state of Wisconsin with its principal offices located in Bangor, Wisconsin. PDI owns 49% of Energy Operations. The intended principal business of Energy Operations is to own and operate a steam generation facility that generates process steam for sale to Webster Industries Incorporated. (8) ECO Coal Pelletization #12, LLC ("ECO #12") is a nonutility ------------------------------- company incorporated on June 15, 1998 under the laws of the state of Wisconsin with its principal offices at the principal offices of PDI. PDI owns 66-2/3% of ECO #12. The intended principal business of ECO #12 is to own and operate - 5 - a facility that combines coal fines and a binder material to create coal briquettes. (9) PDI Canada, Inc. ("PDI Canada") is currently a nonutility ---------------- company incorporated on December 14, 1998 under the laws of the state of Wisconsin with its principal offices at the principal offices of PDI. PDI owns 100% of PDI Canada's capital stock. The intended principal business of PDI Canada will be to own certain electric generation and transmission assets, to be acquired from Maine Public Service Company, which are located in New Brunswick, Canada. However, PDI Canada currently does not own any electric generation or transmission assets. PDI Canada will be filing for exempt wholesale generator status in connection with the acquisition of the above assets. (10) PDI New England, Inc. ("PDI New England") is currently a --------------------- nonutility company incorporated on December 14, 1998 under the laws of the state of Wisconsin with its principal offices at the principal offices of PDI. PDI owns 100% of PDI New England's capital stock. The intended principal business of PDI New England will be to own certain electric generation and transmission assets, to be acquired from Maine Public Service Company, which are located in the state of Maine. However, PDI New England currently does not own any electric generation or transmission assets. PDI New England will be filing for exempt wholesale generator status in connection with the acquisition of the above assets. d. WPS Visions, Inc., ("Visions") is a nonutility company ----------------- incorporated on July 12, 1996 under the laws of the state of Wisconsin with its principal offices at the principal executive offices of WPSR. WPSR owns 100% of Visions' capital stock. The intended principal business of Visions is to participate in energy and energy-related nonutility ventures. e. Upper Peninsula Power Company ("UPPCO") was incorporated in 1947 ----------------------------- under the laws of the state of Michigan with its principal offices at 600 Lakeshore Drive, Houghton, Michigan 49931. WPSR owns 100% of UPPCO's capital stock, consisting of 1,473,736 shares of common stock, with a $0 per share par value. The total assets of UPPCO at December 31, 1998 were $127,349,000, or 8.4% of WPSR's assets. WPSR's equity in net income for the year 1998 was $3,516,000. The directors of UPPCO are all officers or directors of WPSR. UPPCO is engaged in the generation, purchase, transmission, distribution, and sale of electric energy in the Upper Peninsula of Michigan in the Counties of Alger, Baraga, Delta, Houghton, Iron, Keweenaw, Marquette, Menominee, Ontonagon, and Schoolcraft. - 6 - All of UPPCO's operating revenue is derived from Michigan customers. f. Upper Peninsula Building Development Company ("UPBDC") is a -------------------------------------------- nonutility company incorporated on January 18, 1989 under the laws of the state of Michigan with its principal offices at the principal offices of UPPCO. WPSR owns 100% of the capital stock of UPBDC. UPBDC owns the building leased to UPPCO for its corporate headquarters. g. Penvest, Inc. is a nonutility company incorporated on October 20, ------------- 1995 under the laws of the state of Michigan with its principal offices at the principal offices of UPPCO. WPSR owns 100% of the capital stock of Penvest. Penvest has nonutility investments in communications and real estate. h. WPSR Capital Trust I ("Trust") is a statutory business trust -------------------- created on June 9, 1998 under the laws of the state of Delaware with its principal offices at the principal offices of WPSR. WPSR owns 100% of the common securities of the Trust. The Trust's purpose is to issue securities representing undivided beneficial interests in the assets of the Trust and investing the proceeds thereof in subordinated debentures issued by WPSR. The sole asset of the Trust is $51,500,000 of WPSR subordinated debentures due in 2038. 2. A brief description of the properties of claimant and each of its ----------------------------------------------------------------- subsidiary public utility companies used for the generation, ------------------------------------------------------------ transmission, and distribution of electric energy for sale, or for the ---------------------------------------------------------------------- production, transmission, and distribution of natural or manufactured --------------------------------------------------------------------- gas, indicating the location of principal generating plants, ------------------------------------------------------------ transmission lines, producing fields, gas manufacturing plants, and ------------------------------------------------------------------- electric and gas distribution facilities, including all such properties ----------------------------------------------------------------------- which are outside the state in which claimant and its subsidiaries are ---------------------------------------------------------------------- organized and all transmission or pipelines which deliver or receive -------------------------------------------------------------------- electric energy or gas at the borders of such state. ---------------------------------------------------- Statistics set forth in the answer to this item are as of December 31, 1998. WPS Resources Corporation owns all the stock of WPSC, UPPCO, ESI, PDI, ------------------------- Visions, UPBDC, and Penvest. In addition to this stock ownership, WPSR owns a small amount of equipment and software and has a number of small investments in miscellaneous ventures. Wisconsin Public Service Corporation owns and operates electric ------------------------------------ properties comprising an integrated system of production, transmission, and distribution facilities throughout the territory served. Generating facilities consist of two steam plants (at Green Bay, and south of Wausau, Wisconsin) with a total rated capacity of 875,200 kilowatts - 7 - ("kw"); a 41.2% share of the Kewaunee Nuclear Power Plant at Kewaunee, Wisconsin, which WPSC operates and owns jointly with Wisconsin Power and Light Company and Madison Gas and Electric Company, with a rated capacity of 494,000 kw (WPSC's share is 203,500 kw); a 31.8% share of the Columbia Energy Center at Portage, Wisconsin, owned jointly with Wisconsin Power and Light Company, the operator, and Madison Gas and Electric Company, with a rated capacity of 1,052,000 kw (WPSC's share is 334,400 kw); a 31.8% share of the Edgewater Steam Plant Unit #4 at Sheboygan, Wisconsin, owned jointly with Wisconsin Power and Light Company, the operator, with a rated capacity of 348,000 kw (WPSC's share is 110,700 kw); combustion turbines of 49,000 kw and 19,300 kw, respectively, south of Wausau, Wisconsin; two combustion turbines of 40,700 kw and 40,200 kw and a 68% share in a combustion turbine of 80,200 kw (WPSC's share is 54,536 kw) owned jointly with Marshfield Electric and Water Department and operated by WPSC, all located near Marinette, Wisconsin; 15 hydroelectric plants (14 in Wisconsin and 1 on the border stream between Wisconsin and Michigan) with aggregate rated capacity of 53,400 kw; a 4,000 kw diesel plant at Eagle River, Wisconsin; and a 3,600 kw diesel plant at Ashwaubenon, Wisconsin. WPSC's transmission and distribution facilities include 56 transmission substations, 111 distribution substations, and approximately 21,105 route miles of transmission and distribution lines. WPSC is interconnected with Wisconsin River Power Company, has 15 interconnections in Wisconsin for purposes of power pooling (Wisconsin Power and Light Company and Madison Gas and Electric Company), and 25 interconnections (23 in Wisconsin and 2 in Michigan) with nonaffiliated neighboring utilities, principally for the purpose of sharing reserve capacity and for emergencies. WPSC also has 14 interconnections to serve 4 neighboring municipal utilities. Gas facilities include approximately 4,774 miles of main, 69 gate and city regulator stations, and 207,598 services. All gas facilities are located in Wisconsin except for distribution facilities in and near the city of Menominee, Michigan, which receive gas from WPSC's gas lines in the adjacent city of Marinette, Wisconsin. All of WPSC's electric and gas facilities are located within the borders of the states of Wisconsin and Michigan. Except for electric and gas lines crossing the common border of those states necessary to interconnect the various parts of its system, it does not have any electric transmission or gas pipelines which deliver or receive electric energy or gas at the borders of such states. About 99% of utility plant is located in Wisconsin, and the balance is in Michigan. Upper Peninsula Power Company has all of its properties located in ----------------------------- Michigan. There are no transmission facilities which receive or deliver energy at the borders. The transmission and distribution system is comprised of approximately 3,559 circuit miles. Transmission and subtransmission networks are operated at 138, 69, 33, and 12 kilovolts, - 8 - consisting of approximately 374, 371, 48, and 13 circuit miles, respectively. The remaining 2,753 miles are operated at distribution voltages ranging between 120 and 15,000 volts. UPPCO owns a 17,700 kw coal/gas generating station in Baraga County, a 27,500 kw oil-fired gas turbine in Houghton County and another 27,500 kw oil-fired gas turbine in Delta County. It owns 9 hydroelectric plants in Michigan with aggregate rated capacity of 37,890 kw. UPPCO owns numerous miscellaneous properties in various parts of its territory which are used for office, service, and other purposes. The most important of these are the Service Centers in Ishpeming, Houghton, Ontonagon, Iron River, Escanaba, and Munising. UPPCO also leases small parcels of land for substations and miscellaneous temporary uses. 3. The following information for the last calendar year with respect to -------------------------------------------------------------------- claimant and each of its subsidiary public utility companies: (The ------------------------------------------------------------ information required by Item 3 of this Form U-3A-2 is shown in Exhibit D hereto.) 4. The following information for the reporting period with respect to ------------------------------------------------------------------ claimant and each interest it holds directly or indirectly in an EWG or ----------------------------------------------------------------------- a foreign utility company, stating monetary amounts in United States -------------------------------------------------------------------- dollars. ------- a. Mid-American Power, LLC ("MAP") is an exempt wholesale generator ----------------------- incorporated on January 12, 1995 under the laws of the state of Wisconsin with its principal offices at the principal offices of PDI. PDI Stoneman owns 66-2/3% of MAP. The intended principal business of MAP is to be the owner of the E. J. Stoneman Generating Station. Notice of the Federal Energy Regulatory Commission's finding that MAP is an exempt wholesale generator was received on July 3, 1996. b. PDI Stoneman owns 66-2/3% of MAP. The other 33-1/3% is not owned by any WPSR system company. c. WPSR, through PDI Stoneman, has $1,885,350 of capital invested in MAP. WPSR does not have any direct or indirect guarantee of the security of MAP and there is no debt or other financial obligation for which there is recourse to WPSR or any WPSR system company other than MAP. - 9 - d. Capitalization and earnings of MAP for the year ended December 31, 1998 are as follows: Capitalization: Common Stock $ 1,704,000 Retained Earnings (4,798,274) Long-Term Debt 10,943,234 ---------- $ 7,848,960 e. The service, sales, or construction contracts between MAP and any WPSR system company are as follows: -- Energy marketing contract with ESI under which ESI markets energy and capacity of the E.J. Stoneman plant for MAP. ESI's revenues under this contract for the year ending December 31, 1998 were $154,000. -- Management Agreement with PDI under which PDI provides management services for MAP. PDI's revenues under this contract for the year ending December 31, 1998 were $43,000. -- Operations and Maintenance Agreement with PDI Operations, Inc. under which PDI Operations provides operations and maintenance services for MAP. PDI Operations' revenues under this contract for the year ending December 31, 1998 were $869,000. - 10 - LIST OF EXHIBITS Exhibit A-1 Balance Sheet at December 31, 1998, of WPS Resources Corporation and subsidiaries. Exhibit A-2 Income Statement and Statement of Retained Earnings of WPS Resources Corporation and subsidiaries for the year ending December 31, 1998. Exhibit A-3 Balance Sheet at December 31, 1998, and Statements of Income and Surplus Accounts of Wisconsin River Power Company for the year ended December 31, 1998, filed by reference to Exhibit A, of Form U-3A-2 being filed by Consolidated Papers, Inc. in File No. 69-53. (The financial statements of Wisconsin River Power Company are not customarily consolidated with those of any other company.) Exhibit B Financial Data Schedule Exhibit C An organizational chart showing the relationship of each EWG or foreign utility company to associate companies in the holding company system. Exhibit D Statement showing sales for the calendar year 1998 of electric energy and gas by Wisconsin Public Service Corporation, Upper Peninsula Power Company, and Wisconsin River Power Company. - 11 - The above-named claimant has caused this statement to be duly executed on its behalf by its authorized officer on the 26th day of February, 1999. WPS RESOURCES CORPORATION /s/ D. P. Bittner ----------------------------------------- D. P. Bittner Vice President and Chief Financial Officer (CORPORATE SEAL) Attest: /s/ F. J. Kicsar ------------------------------------ F. J. Kicsar Secretary - 12 - Name, title, and address of officer to whom notices and correspondence concerning this statement should be addressed: F. J. Kicsar, Secretary WPS Resources Corporation 700 North Adams Street, P. O. Box 19001 Green Bay, WI 54307-9001 EX-99.A-1 2 WPS RESOURCES CORPORATION AND SUBSIDIARIES EXHIBIT A-1 CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 1998
Consolidated Nonregulated Eliminations Balance WPSR WPSC UPPCO Subsidiaries Debit Credit Sheet ---- ---- ----- ------------ ----- ------ ------------ ASSETS ------ Utility Plant: Electric $ - $1,534,711 $181,171 $ - $ - $ - $1,715,882 Gas - 267,892 - - - - 267,892 ------- --------- ------- ------- ------- ------- --------- Total - 1,802,603 181,171 - - - 1,983,774 Less - Accumulated depreciation - 1,120,058 86,065 - - - 1,206,123 ------- --------- ------- ------- ------- ------- --------- Total - 682,545 95,106 - - - 777,651 Nuclear decommissioning trusts - 171,442 - - - - 171,442 Construction in progress - 35,996 6,428 - - - 42,424 Nuclear fuel - 18,641 - - - - 18,641 ------- --------- ------- ------- ------- ------- --------- Net Utility Plant - 908,624 101,534 - - - 1,010,158 ------- --------- ------- ------- ------- ------- --------- Current Assets: Cash and equivalents 919 1,882 2,106 2,227 - - 7,134 Customer and other receivables, net of reserves 2,724 63,193 4,811 54,670 - 8,192 117,206 Accrued utility revenues - 30,877 3,298 - - - 34,175 Fossil fuel, at average cost - 12,433 247 472 - - 13,152 Gas in storage, at average cost - 14,855 - 5,940 - - 20,795 Materials and supplies, at average cost - 20,054 1,734 - - - 21,788 Prepayments and other - 19,491 6,238 790 - 57 26,462 ------- --------- ------- ------- ------- ------- --------- Total Current Assets 3,643 162,785 18,434 64,099 - 8,249 240,712 ------- --------- ------- ------- ------- ------- --------- Regulatory assets - 68,335 1,706 - - - 70,041 Net nonutility and nonregulated plant 1,177 2,888 3,267 33,903 - - 41,235 Pension assets - 60,018 - - - - 60,018 Investments and other assets 598,221 64,932 2,978 67,371 - 645,279 88,223 ------- --------- ------- ------- ------- ------- --------- Total Assets $603,041 $1,267,582 $127,919 $165,373 $ - $653,528 $1,510,387 ======= ========= ======= ======= ======= ======= ========= CAPITALIZATION AND LIABILITIES ------------------------------ Capitalization: Common stock equity $189,989 $ 203,430 $ 21,816 $ 56,234 $281,480 $ - $ 189,989 Retained earnings 335,154 284,726 13,444 (26,500) 271,670 - 335,154 Shares in deferred compensation trust (1,505) - - - - - (1,505) ESOP loan guarantee - (6,448) - - - - (6,448) Preferred stock of subsidiary - 51,200 - - - - 51,200 Company-obligated mandatorily redeemable trust preferred securities of subsidiary trust holding solely WPSR 7.00% subordinated debentures - - - 50,000 - - 50,000 Long-term debt 51,500 304,033 38,236 16,306 67,038 - 343,037 ------- ------- ------- ------- ------- ------- --------- Total Capitalization 575,138 836,941 73,496 96,040 620,188 - 961,427 ------- ------- ------- ------- ------- ------- --------- Current Liabilities: Long-term debt due within one year - - 884 - - - 884 Notes payable 2,400 10,000 11,050 14,344 25,091 - 12,703 Commercial paper 22,590 25,000 - - - - 47,590 Accounts payable 2,147 60,680 10,087 50,768 8,192 - 115,490 Accrued taxes (69) (4,152) 6,905 154 - - 2,838 Accrued interest - 6,742 792 60 - - 7,594 Other 1,004 6,564 1,584 - 57 - 9,095 ------- ------- ------- ------- ------- ------- --------- Total Current Liabilities 28,072 104,834 31,302 65,326 33,340 - 196,194 ------- ------- ------- ------- ------- ------- --------- Long-Term Liabilities and Deferred Credits: Accumulated deferred income taxes (169) 118,476 7,447 (3,112) - - 122,642 Accumulated deferred investment tax credits - 24,772 2,378 - - - 27,150 Regulatory liabilities - 43,591 6,883 - - - 50,474 Environmental remediation liabilities - 39,028 1,450 - - - 40,478 Other long-term liabilities - 99,940 4,963 7,119 - - 112,022 ------- ------- ------- ------- ------- ------- --------- Total Long-Term Liabilities and Deferred Credits (169) 325,807 23,121 4,007 - - 352,766 ------- ------- ------- ------- ------- ------- --------- Total Capitalization and Liabilities $603,041 $1,267,582 $127,919 $165,373 $653,528 $ - $1,510,387 ======= ========= ======= ======= ======= ======= =========
EX-99.A-2 3 WPS RESOURCES CORPORATION AND SUBSIDIARIES EXHIBIT A-2 CONSOLIDATING STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1998
Consolidated Nonregulated Eliminations Statement WPSR WPSC UPPCO Subsidiaries Debit Credit of Income ---- ---- ----- ------------ ----- ------ ------------ Operating Revenues: Electric utility revenues $ - $487,340 $62,664 $ - $ 6,759 $ 15 $ 543,260 Gas utility revenues - 165,111 - - - - 165,111 Nonregulated energy and other 51,148 - - 358,234 54,017 - 355,365 ------ ------- ------ ------- ------ ------ --------- Total Operating Revenues 51,148 652,451 62,664 358,234 60,776 15 1,063,736 ------ ------- ------ ------- ------ ------ --------- Operating Expenses: Electric production fuels - 110,443 526 - - 160 110,809 Purchased power - 42,340 20,615 - - 6,508 56,447 Gas purchased for resale - 104,608 - - 1,773 473 105,908 Nonregulated energy cost of sales - - - 350,056 - 3,393 346,663 Other operating expenses 4,504 138,232 17,062 14,368 - 1,290 172,876 Maintenance - 49,425 3,388 - - - 52,813 Depreciation and decommissioning 41 78,206 5,519 2,508 - - 86,274 Taxes other than income 12 26,403 5,284 203 - - 31,902 ------ ------- ------ ------- ------ ------ --------- Total Operating Expenses 4,557 549,657 52,394 367,135 1,773 11,824 963,692 ------ ------- ------ ------- ------ ------ --------- Operating Income 46,591 102,794 10,270 (8,901) 62,549 11,839 100,044 ------ ------- ------ ------- ------ ------ --------- Other Income and (Deductions): Allowance for equity funds used during construction - 173 - - - - 173 Other, net 1,986 6,765 (322) (4,001) 1,923 - 2,505 ------ ------- ------ ------- ------ ------ --------- Total Other Income and (Deductions) 1,986 6,938 (322) (4,001) 1,923 - 2,678 ------ ------- ------ ------- ------ ------ --------- Income Before Interest Expense 48,577 109,732 9,948 (12,902) 64,472 11,839 102,722 Interest Expense: Interest on long-term debt 631 20,400 3,544 1,644 - 2,232 23,987 Other interest 2,283 2,801 835 688 - 1,780 4,827 Allowance for borrowed funds used during construction - (177) - - - - (177) ------ ------- ------ ------- ------ ------ --------- Total Interest Expense 2,914 23,024 4,379 2,332 - 4,012 28,637 ------ ------- ------ ------- ------ ------ --------- Distributions-Preferred Securities of Subsidiary Trust - - - 1,488 - - 1,488 ------ ------- ------ ------- ------ ------ --------- Income Before Income Taxes 45,663 86,708 5,569 (16,722) 64,472 15,851 72,597 Income Taxes (968) 29,522 2,032 (7,141) - - 23,445 Minority Interest - - - (611) - - (611) Preferred Stock Dividends of Subsidiary - 3,111 21 - - - 3,132 ------ ------- ------ ------- ------ ------ --------- Net Income $46,631 $ 54,075 $ 3,516 $ (8,970) $64,472 $15,851 $ 46,631 ====== ======= ====== ======= ====== ====== =========
WPS RESOURCES CORPORATION AND SUBSIDIARIES EXHIBIT A-2 CONSOLIDATING STATEMENT OF RETAINED EARNINGS (CONTINUED) AS OF DECEMBER 31, 1998
Consolidated Statement of Nonregulated Eliminations Retained WPSR WPSC UPPCO Subsidiaries Debit Credit Earnings ---- ---- ----- ------------ ----- ------ ------------ Retained Earnings (1/1/98) $339,508 $297,489 $18,460 $(17,531) $316,542 $18,124 $339,508 Net Income 46,631 54,075 3,516 (8,970) 48,621 - 46,631 ------- ------- ------ ------ ------- ------ ------- 386,139 351,564 21,976 (26,501) 365,163 18,124 386,139 Dividends on Common Stock 50,985 66,838 8,532 - - 75,370 50,985 ------- ------- ------ ------ ------- ------ ------- Retained Earnings (12/31/98) $335,154 $284,726 $13,444 $(26,501) $365,163 $93,494 $335,154 ======= ======= ====== ====== ======= ====== =======
EX-99.B 4 EXHIBIT B [ARTICLE] OPUR3 [CIK] 0000916863 [NAME] WPS RESOURCES CORPORATION [MULTIPLIER] 1,000 [PERIOD-TYPE] YEAR [FISCAL-YEAR-END] DEC-31-1998 [PERIOD-START] JAN-01-1998 [PERIOD-END] DEC-31-1998 [BOOK-VALUE] PER-BOOK [TOTAL-ASSETS] 1,510,387 [TOTAL-OPERATING-REVENUES] 1,063,736 [NET-INCOME] 46,631
EX-99.C 5 EXHIBIT C ORGANIZATIONAL CHART SHOWING THE RELATIONSHIP OF EACH EWG OR FOREIGN UTILITY COMPANY TO ASSOCIATE COMPANIES IN THE HOLDING COMPANY SYSTEM WPS RESOURCES CORPORATION * - Wisconsin Public Service Corporation - WPS Leasing, Inc. - Upper Peninsula Power Company - WPS Visions, Inc. - WPS Energy Services, Inc. - Upper Peninsula Building Development Company - Penvest, Inc. - WPSR Capital Trust I - WPS Power Development, Inc. - PDI Stoneman, Inc. - Mid-American Power, LLC (66-2/3% owned by PDI Stoneman, Inc.) - PDI Operations, Inc. - Mid-American Power Ventures, LLC (75% owned by WPS Power Development, Inc.) - Neulite Industries of Wisconsin, LLC (50% owned by WPS Power Development, Inc.) - PDI Canada, Inc. - PDI New England, Inc. - Renewable Fibers International, LLC (33-1/3% owned by WPS Power Development, Inc.) - Wisconsin Woodgas LLC - Wisconsin Energy Operations LLC (49% owner by WPS Power Development, Inc.) - ECO Coal Pelletization #12, LLC (66-2/3% owned by WPS Power Development, Inc.) * WPS Resources Corporation is the parent holding company. All affiliated companies listed are 100% owned except as noted otherwise. EX-99.D 6 WPS RESOURCES CORPORATION EXHIBIT D SALES OF ELECTRIC ENERGY AND GAS Calendar Year 1998
Wisconsin Upper Wisconsin Public Peninsula River Service Power Power Corporation Company Company ----------- --------- --------- (a) Electric energy sold (at retail or wholesale) Wisconsin (kWh) 11,276,166,301 None 167,541,000 Michigan (kWh) 323,997,704 838,517,000 None -------------- ----------- ----------- Total (kWh) 11,600,164,005 838,517,000 167,541,000 Wisconsin (revenues - excludes miscellaneous) $472,044,272 None None Michigan (revenues - excludes miscellaneous) 13,000,619 $58,591,649 None ----------- ----------- Total (revenues associated with energy sold) $485,044,891 $58,591,649 None Intercompany Wisconsin - Wisconsin River Power to WPSC (kWh) None None 55,847,000 * Wisconsin - WPSC to Upper Peninsula Power Company (kWh) 266,249,000 None None Wisconsin - Wisconsin River Power to WPSC (revenues) None None $1,761,661 Wisconsin - WPSC to Upper Peninsula Power Company (revenues) $6,386,223 None None Other Wisconsin (kWh) 11,009,917,301 None 111,694,000 * Michigan (kWh) 323,997,704 838,517,000 None -------------- ----------- ----------- Total (kWh) 11,333,915,005 838,517,000 111,694,000 Wisconsin (revenues - excludes miscellaneous) $465,658,049 None None Michigan (revenues - excludes miscellaneous) 13,000,619 $58,591,649 None ----------- ----------- Total (revenues associated with energy sold) $478,658,668 $58,591,649 None Gas distributed at retail Wisconsin (MCF) 33,100,136 ** None None Michigan (MCF) 646,796 ** None None ---------- Total (MCF) 33,746,932 None None Wisconsin (revenues - excludes miscellaneous) $157,906,004 ** None None Michigan (revenues - excludes miscellaneous) 2,976,605 ** None None ----------- Total (revenues - excludes miscellaneous) $160,882,609 Intercompany None None None Other (transport gas) Wisconsin (MCF) 25,242,277 ** None None Michigan (MCF) 1,036,244 ** None None ----------- Total (MCF) 26,278,521 Wisconsin (revenues) $5,206,780 ** None None Michigan (revenues) 385,478 ** None None ----------- Total (revenues) $5,592,258
WPS RESOURCES CORPORATION EXHIBIT D (CONTINUED)
Wisconsin Upper Wisconsin Public Peninsula River Service Power Power Corporation Company Company ----------- --------- --------- (b) Electric energy distributed at retail outside state of organization Michigan (kWh) 312,791,104 None None Michigan (revenues - excludes miscellaneous) $12,588,675 None None Gas distributed at retail outside state of organization Michigan (MCF) 1,683,040 ** None None Michigan (revenues - excludes miscellaneous) $3,362,083 ** None None (c) Electric energy sold at wholesale outside state of organization or at state line Michigan (kWh) 11,206,600 None None Michigan (revenues) $411,944 None None Wisconsin (kWh) None 12,416,000 None Wisconsin (revenues) None $581,544 None Gas sold at wholesale outside state of organization or at state line Michigan (kWh) None None None Michigan (revenues) None None None (d) Electric energy purchased outside state of organization or at state line # State line - Wisconsin border (kWh) 92,801,000 409,062,000 None State line - Wisconsin border (expenses) $2,368,535 $11,199,937 None Outside state - Canada/Minnesota border (kWh) 420,342,000 None None Outside state - Canada/Minnesota border (expenses) $7,287,525 None None Gas purchased outside state of organization or at state line Numerous states (MCF) 33,775,075 None None Numerous states (expenses) $104,607,306 None None
* Quantities shown represent actual deliveries. By contract, each of the three purchasers of the output of Wisconsin River Power Company is entitled to receive, and is required to pay for one-third of the total output. ** "Gas distributed at retail" for Wisconsin includes 9,992,689 MCF and $36,889,454, and "Gas distributed at retail" for Michigan includes 125,468 MCF and $592,464 respectively, of sales to Large Commercial and Industrial Customers (those using 2,000 CCF within one month of a year) under Wisconsin Public Service Corporation's retail rates. Industrial usage is indeterminable. # Receipts of 75,430 kWh of interchange energy were offset by deliveries of 211 kWh to same supplier at other points in the system. These deliveries (and other offsetting deliveries of interchange energy) are omitted from Wisconsin Public Service Corporation's sales shown above. -----END PRIVACY-ENHANCED MESSAGE-----