EX-99.1 2 exhibit991.htm PRESENTATION Presentation
WPS
WPS Resources Corporation



American Gas Association
Finance Committee Meeting
October 2-4, 2006
 
 

 
This presentation contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act
of 1934.  You can identify these statements by the fact that they do not relate strictly to historical or current facts and often
include words such as "anticipate," "believe," "estimate," "expect," "intend," "plan," "project," and other similar words.
  Although we believe we have been prudent in our plans and assumptions, there can be no assurance that indicated results
will be realized.  Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove
inaccurate, actual results could vary materially from those anticipated.
Forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to update
any forward-looking statements, whether as a result of new information, future events, or otherwise.  We recommend that
you consult any further disclosures we make on related subjects in our 10-Q, 8-K, and 10-K reports to the Securities and
Exchange Commission.
The following is a cautionary list of risks and uncertainties that may affect the assumptions which form the basis of
forward-looking statements relevant to our business.  These factors, and other factors not listed here, could cause actual
results to differ materially from those contained in forward-looking statements.
- Timely completion of the proposed merger of Peoples Energy Corporation into WPS Resources (including receipt of the
required regulatory approvals) and the successful integration of operations;
- Successful integration of both the Michigan and Minnesota natural gas distribution operations purchased from Aquila,
which are now operated by Michigan Gas Utilities Corporation and Minnesota Energy Resources Corporation,
respectively;
- Resolution of pending and future rate cases and negotiations (including the recovery of deferred costs) and other
regulatory decisions impacting WPS Resources' regulated businesses;
- The impact of recent and future federal and state regulatory changes, including legislative and regulatory initiatives
regarding deregulation and restructuring of the electric and natural gas utility industries, changes in environmental, tax
and other laws and regulations to which WPS Resources and its subsidiaries are subject, as well as changes in
application of existing laws and regulations;
- Current and future litigation, regulatory investigations, proceedings or inquiries, including but not limited to,
manufactured gas plant site cleanup, pending United States Environmental Protection Agency investigations of
Wisconsin Public Service Corporation’s generation facilities and the appeal of the decision in the contested case
proceeding regarding the Weston 4 air permit;
- Resolution of audits by the Internal Revenue Service and various state revenue agencies;
Forward-looking statements
 
 

 
- The effects, extent, and timing of additional competition or regulation in the markets in which our subsidiaries operate;
- The impact of fluctuations in commodity prices, interest rates, and customer demand;
- Available sources and costs of fuels and purchased power;
- Ability to control costs;
- Investment performance of employee benefit plan assets;
- Advances in technology;
- Effects of and changes in political, legal, and economic conditions and developments in the United States and Canada;
- The performance of projects undertaken by nonregulated businesses and the success of efforts to invest in and develop
new opportunities;
- Potential business strategies, including mergers and acquisitions or dispositions of assets or businesses, which cannot
be assured to be completed (such as the proposed merger with Peoples Energy, construction of the Weston 4 power
plant, and additional investment in American Transmission Company related to construction of the Wausau, Wisconsin, to
Duluth, Minnesota, transmission line);
- The direct or indirect effect resulting from terrorist incidents, natural disasters, or responses to such events;
- Financial market conditions and the results of financing efforts, including credit ratings and risks associated with
commodity prices (in particular electricity and natural gas), interest rates, and counterparty credit;
-  Weather and other natural phenomena; and
- The effect of accounting pronouncements issued periodically by standard-setting bodies.
 
Forward-looking statements (continued)
 
 

 
Expanding energy company serving the Midwest for over 120 years
Dependable and growing base of regulated operations
§
Low risk utility operations producing significant portion of earnings
§
Constructive regulatory environment
§
Significant capital investment opportunities
Complimentary nonregulated energy-related businesses
Commitment to maintaining a strong financial profile
Track record of increasing dividend payments 
Talented and experienced management team
ü
ü
ü
ü
ü
ü
Attractive investment opportunity
 
 

 
WPS Investments
LLC
 
 
Regulated Operations
Nonregulated Operations
WPSC and UPPCO
MERC
MGU
WPS Resources overview
 
 

 
§
Expanding utility investments
in a constructive regulatory
environment
§
Generating superior
customer service
§
Growing nonregulated
segment while effectively
mitigating risk
§
Executing asset management
strategy
Long – term growth drivers
Key accomplishments
2006
§
Announced merger with Peoples
Energy
§
WPSC electric and natural gas rate
case
§
UPPCO electric rate increase
§
Successful integration of Aquila assets
§
Asset management sales
Ø
Interest in Kimball natural gas storage
field
Ø
1/3 Interest in Guardian Pipeline, L.L.C.
Ø
 Sunbury
2005
§
Reduced risk profile
Ø
Sale of Sunbury emissions credits
Ø
Protection of synfuel tax credit value
Ø
Sale of Kewaunee nuclear plant
§
Announced acquisition of Aquila assets
§
Wisconsin electric and natural gas rate
increase
 
Positioned to deliver growth
 
 

 
Service territory
WPSC and UPPCO
MERC
MGU
Capital expenditures
§
Approximately $1,013 million
between 2006 and 2008
§
$181 million average annual
maintenance capex versus about
$129 million average annual
depreciation
Overview of utility operations
 
 

 
Note: WPL – Wisconsin Power & Light; NSP – Northern States Power - Wisconsin; MGE – Madison Gas & Electric; WEP – Wisconsin Electric Power; WI – Wisconsin
Average; NCNTL – North Central Region Average (includes: IL, IN, MI, OH, WI); WGC – Wisconsin Gas Co.; and WE-GO – Wisconsin Electric Gas Operation
(1)   Source: Edison Electric Institute, January 1, 2006
(2)   Source: Public Service Commission of Wisconsin approved tariffs, effective January 1, 2006
 
Average total retail electric prices (% of WPSC)(1)
Large C&I natural gas rates - distribution cost (% of
WPSC)(2)
WPSC regulated operations – rate comparison
 
 

 
§
500 MW low sulfur coal-fired
base-load generation facility
§
Construction began in October
2004
§
Planned commercial operation
date is June 2008
§
Dairyland Power Cooperative
owns 30% interest in Weston 4
§
Current return on 100% of
CWIP
 
 
Weston 4
Project overview
Weston 4 project
 
 

 
§
220-mile 345-kV line from Wausau, WI
to Duluth, MN
§
Construction to be completed in
2008
§
Line construction increases WPS
ownership
§
Anticipated WPS capital calls
between 2006 and 2008 of $61
million to complete line
 
 
 
 
§
Completion of the Wausau — Duluth
line will increase WPS interest in ATC
to 33%
§
Total projected capital calls from ATC
of about $164 million over the next four
years
Service territory
 
230kV-344
kV
 
345kV-499
kV
Below
230kV
§
Over $1 billion in transmission assets
§
Announced in 2005 plans to spend
$3.4 billion over 10 years
§
Authorized ROE: 12.2% on 50%
equity
§
True up mechanism with return on
CWIP
 
Wausau — Duluth line
ATC Key operating statistics
American Transmission Company
 
 

 
§
Supplies nonregulated natural gas, electric, and alternative fuel to retail and
wholesale customers
§
Provides high quality energy management and consulting services
§
Developed strong operations in the Northeast U.S. and Eastern Canada
§
Launched operations in Texas 
Ø
In July, began delivering physical electricity to retail commercial and industrial
customers
§
Active risk-mitigation strategies
Ø
Modest VAR allowed under portfolio risk policy
Ø
Uncontracted generation managed under risk policy limits
§
Ranked among the top natural gas marketers in the nation by customers
Ø
MastioGale survey ranked ESI second on the customer value index
WPS Energy Services, Inc.
 
 

 
Generation facilities
Overview of operations
Fuel mix
State
Total: 434 MW
Wisconsin
21%
Pennsylvania
7%
Maine/
Canada 22%
New York
   50%
Oil 14%
Coal
29%
Gas  
  49%
Hydro 8%
§
Power generation portfolio
totaling  434 MW of capacity
§
Other production facilities include
synfuel processing and steam
production facilities in Arkansas,
Kentucky, Oregon, and Wisconsin
Ø
Protection of synfuel tax credits
Substantially protected in
2006
40% protected in 2007
WPS Energy Services, Inc.
 
 

 
Purchase price
Ownership
Required
approvals
Expected
closing
Stock for stock transaction.  Peoples Energy shareholders will
receive 0.825 shares of WPS Resources common stock for
every share of Peoples common stock
Upon consummation of the merger, WPS Resources’
shareholders will own approximately 57.6% of the combined
company and Peoples Energy shareholders will own
approximately 42.4%
Federal Energy Regulatory Commission and Illinois Commerce
Commission in addition to shareholder approval
First quarter 2007
 
Leadership
 
Larry L. Weyers, Chairman, President, and CEO of WPS
Resources will serve as its President and CEO.  Jim Boris,
current lead director of Peoples Energy, will serve as
non-executive Chairman of the Board.  The combined
company’s board will have 16 members, 9 selected by WPS
Resources and 7 selected by Peoples Energy
Dividend
After closing, quarterly dividend expected to be $0.66 per
share
Peoples merger – transaction summary
 
 

 
Note: Customer data as of 12/31/05; balance sheet data as of 3/31/06; volume and adjusted EBITDA for the twelve months ended 3/31/06; WPS
Resources natural gas customers pro forma for acquisition of MERC (closed 7/1/06)
1 Share price as of 07/05/06 and shares outstanding as of 3/31/06; WPS Resources includes 2.7 million shares from exercise of equity forward
2 Reported EBITDA, adjusted for gain on decommissioning trust, gain on sale of emission allowances and impairment loss
3 Reported EBITDA, adjusted for gas charge settlement
4 Regulated split based on data for twelve months ending 3/31/06
Peoples merger – creates an energy leader in the Midwest
 
 

 
Pro forma regulated service territory
Highlights
§
Stable organic earnings growth
Ø
Attractive service territories
Ø
Generation and distribution focused capital
investment program
§
Shared core values across organization
§
Constructive regulatory approach
§
Synergy potential
Ø
Opportunities to create value through
sharing of best practices
Ø
Direct cost savings through elimination of
redundant and overlapping functions
§
Balance sheet strength
Peoples Energy service
territory
WPS Resources service territory
 
WPS
Resources
Peoples Energy
Electric customers
476,782
0
Natural gas customers
668,540
969,068
Current authorized
ROEs
WPSC:  11.0%
UPPCO:
  10.75%
MGU:  11.4%
MERC:  11.71%
Peoples Gas:  11.1%
NSG:  11.3%
Regulated jurisdictions
WI, MN, MI
IL
Customer split
(Res/C&I)
90% / 10%
94% / 6%
Peoples merger – creates a larger, stronger, and more
diversified regulated utility business
 
 

 
WPS Resources
Pro forma energy marketing operations
Peoples Energy
Ontario
 
Quebec
 
Highlights
§
Complementary wholesale and
retail energy marketing
businesses
 
§
Identified strategic growth
opportunities
Ø
Retail and wholesale
customer focus
Ø
Growth in new territories
 
§
Disciplined approach to risk
management
 
§
Leverages expertise,
reputation and assets
 
§
Expanded geographic reach
 
§
Stronger Illinois presence
when electric market opens in
2007
 
Statistic
WPS Resources
Peoples Energy
Combined
Bcf delivered (1)
590
102
692
GWh delivered (1)
8,436
1,550
9,986
Power generation capacity
(MW)(2)
434
NA
434
(1) For the twelve months ended 3/31/06
(2) As of 3/31/06
Peoples merger – combines complementary and
successful nonregulated energy marketing businesses
 
 

 
Peoples Energy Oil &
Gas Production
Geographic overview of Peoples Energy Oil & Gas
operations
Highlights
§
Significant proven and probable
reserves, with large inventory of
drilling opportunities
 
§
Lower risk business model
Ø
Onshore, domestic reserves,
primarily natural gas
Ø
Acquire and exploit strategy –
minimal exploratory drilling
Ø
Active management versus
passive investment
 
§
Talented organization, with full
array of analytical and operating
expertise
 
§
Upside from high natural gas
prices as legacy hedges roll off
 
Ontario
 
Quebec
 
Statistic
Peoples Energy
Production (Bcfe) (1)
24.7
Pro forma reserves (Bcfe)-proven (2)
236
Locations
TX, LA, NM, AR, OK, ND
(1) For the twelve months ended 3/31/06
(2) As of 3/31/06
Peoples merger - Peoples Energy Oil & Gas Production
business
 
 

 
Estimated annual synergies
Highlights
24% IT
42% Staffing
18%
Corporate and
administrative
programs
6%
Procurement
chain
3% Natural gas
supply
 7% Nonregulated
Estimated annual steady-state synergies
of approximately $94 million
§
Opportunity for savings from corporate
overhead and redundancies
Ø
IT integration
Ø
Administrative and public company costs
Ø
Corporate staff
Ø
Facilities and other
 
§
Aggressive timeline for implementation and
execution
Ø
Transition teams focused
Ø
Deliver operational excellence
 
§
In addition, combined company will
continue to work towards longer-term
implementation of best practices
 
§
Costs to integrate are expected to be
approximately $186 million
Ø
IT integration and upgrades
Ø
Severance and relocation
Ø
Other fees and expenses
 
§
Analysis prepared with assistance from
Booz Allen Hamilton
Peoples merger – synergy potential
 
 

 
Strong credit ratings
Commitment to strong balance sheet and credit
ratings
 
 

 
§
66 consecutive years of
dividends paid
§
48 consecutive years of
dividend increases
Ø
S&P High Yield Dividend
Aristocrat Index
Ø
Mergent Dividend Achiever
 
 
 
 
 
Commentary
EPS growth
Dividend growth
Consistent earnings and dividend growth
 
 

 
Income available for common shareholders for the six months ended June 30 (millions)
WPS Resources business mix
 
 

 
2006 full year guidance
 
 

 
Special items
 
 

 
Shareholder return (%)
* Return based on stock price change and assumed reinvestment of dividends
Source:  The Wall Street Journal - Monday, February 27, 2006
Focus on long-term shareholder return
 
 

 
Expanding energy company serving the Midwest for over 120 years
Dependable and growing base of regulated operations
§
Low risk utility operations producing significant portion of earnings
§
Constructive regulatory environment
§
Significant capital investment opportunities
Complimentary nonregulated energy-related businesses
Commitment to maintaining a strong financial profile
Track record of increasing dividend payments 
Talented and experienced management team
ü
ü
ü
ü
ü
ü
Attractive investment opportunity
 
 

 
www.wpsr.com
§
A copy of this presentation and the following financial reports are available
on our web site:
Ø
2005 Form 10-K filed on February 28, 2006
Ø
2005 Annual Report released on April 7, 2006
Ø
2006 Form 8-K earnings release filed on May 4, 2006
Ø
2006 first quarter Form 10-Q filed on May 4, 2006
Ø
2006 Form 8-K documents filed on July 10, 12, and 14, 2006
Ø
2006 Form 8-K earnings release filed on August 3, 2006
Ø
2006 second quarter Form 10-Q filed on August 3, 2006
Ø
2006 Form 8-K filed on August 9, 2006
 
 
 

 
Disclaimer
§
Additional Information. This communication is not a solicitation of a proxy from any security holder of WPS
Resources Corporation or Peoples Energy Corporation.  WPS Resources Corporation intends to file a
registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”) in connection
with the proposed transaction.  The registration statement will include a joint proxy statement of WPS
Resources Corporation and Peoples Energy Corporation that also constitutes a prospectus of WPS
Resources Corporation, which will be sent to the shareholders of WPS Resources Corporation and Peoples
Energy Corporation.  Shareholders are urged to read the joint proxy statement/prospectus and any other
relevant document when they become available, because they will contain important information about WPS
Resources Corporation, Peoples Energy Corporation and the proposed transaction.  A definitive proxy
statement will be sent to shareholders of WPS Resources Corporation and Peoples Energy Corporation
seeking approval of the proposed transaction.  The joint proxy statement/prospectus and other documents
relating to the proposed transaction (when they are available) can be obtained free of charge from the SEC’s
website at www.sec.gov.  These documents (when they are available) can also be obtained free of charge
from WPS Resources Corporation upon written request to WPS Resources Corporation, Attention: Barth J.
Wolf, Secretary and Manager - Legal Services, P.O. Box 19001, Green Bay, Wisconsin 54307-9001, or by
calling (920) 433-1727, or from Peoples Energy Corporation, upon written request to Peoples Energy
Corporation, Attention: Secretary, 130 East Randolph Drive, 24th Floor, Chicago, Illinois 60601, or by calling
(312) 240-4000.
 
§
Participants in the Proposed Transaction. WPS Resources Corporation, Peoples Energy Corporation and
certain of their respective directors and executive officers may be deemed to be participants in the
solicitation of proxies from shareholders in connection with the proposed transaction under the rules of the
SEC.  Information about the directors and executive officers of WPS Resources Corporation may be found in
its 2005 Annual Report on Form 10-K filed with the SEC on February 28, 2006 and definitive proxy statement
relating to its 2006 Annual Meeting of Shareholders filed with the SEC on April 7, 2006.  Information about the
directors and executive officers of Peoples Energy Corporation may be found in its Amendment No. 1 to its
2005 Annual Report on Form 10-K filed with the SEC on December 14, 2005 and definitive proxy statement
relating to its 2006 Annual Meeting of Shareholders filed with the SEC on January 1, 2006.  These documents
can be obtained free of charge from the sources indicated above.  Additional information regarding the
interests of these participants will also be included in the joint proxy statement/prospectus regarding the
proposed transaction when it becomes available.
 
§
Non-Solicitation. This communication shall not constitute an offer to sell or the solicitation of an offer to sell
or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.  No offer of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
 
 
 

 
Questions?