<PAGE>
PAGE 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM U-3A-2
STATEMENT BY HOLDING COMPANY
PURSUANT TO REGULATION 250.2 OF THE
PUBLIC UTILITY HOLDING COMPANY ACT
OF 1935
EXEMPTION STATEMENT
SIERRA PACIFIC RESOURCES
------------------------------------------------
(Exact name of Claimant as specified in Charter)
NEVADA 88-0198358
---------------------- ----------------------------------
(State of incorporation (I.R.S. Employer Identification No.)
or organization)
P.O. Box 30150
(6100 Neil Road) Reno, Nevada 89520-3150
----------------------------------------
(Address of principal executive offices including Zip Code)
(775) 834-4011
--------------------------------------------------
(Claimant's telephone number, including area code)
Mark A. Ruelle
P.O. Box 30150
Reno, Nevada 89520-3150
(Name and address of agent for service)
-----------------------------------------------------------
-----------------------------------------------------------
CALENDAR YEAR ENDED DECEMBER 31, 1998
<PAGE>
PAGE 2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT BY HOLDING COMPANY CLAIMING EXEMPTION
UNDER RULE U-3A-2 FROM THE PROVISIONS OF
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
SIERRA PACIFIC RESOURCES
hereby files with the Securities and Exchange Commission, pursuant to Rule 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.
-------------------------------------------------------------
Sierra Pacific Resources (SPR, the Company) is a Nevada holding company which
became the parent of Sierra Pacific Power Company (SPPC, the Power Company) on
May 31, 1984, pursuant to an Agreement and Plan of Merger in which each
outstanding share of the Power Company's Common Stock ($3.75 par value)
automatically converted to one share of the Company's Common Stock ($1.00 par
value). The reorganization was completed on August 1, 1984, when Lands of
Sierra, Inc. and Sierra Energy Company, previously subsidiaries of the Power
Company, became wholly-owned subsidiaries of Sierra Pacific Resources. The
Company was incorporated under the laws of the State of Nevada on December 12,
1983. The address of the Company is P.O. Box 30150 (6100 Neil Road), Reno,
Nevada 89520-3150. The Company's subsidiaries are Sierra Pacific Power Company
(SPPC), Tuscarora Gas Pipeline Company (TGPC), Sierra Energy Company (SECO) dba
e.three (e.three), Lands of Sierra, Inc. (LOS), Sierra Water Development Company
(SWDC), Sierra Gas Holding Company (SGHC, formerly Sierra Energy Company),
Sierra Pacific Energy Company (SPE), and SPR Media Group (SMG).
The Power Company is a public utility engaged principally in the generation,
purchase, transmission, distribution and sale of electric energy to
approximately 294,000 customers in a total service area of approximately 50,000
square miles in western, central and northeastern parts of Nevada (including the
cities of Reno, Sparks, Carson City and Elko) and an eastern portion of
California (in the Lake Tahoe area). The Power Company also provides gas
service to approximately 105,000 gas customers in a total area of approximately
600 square miles in Reno-Sparks and the surrounding area, and water service to
approximately 67,000 customers in the Reno-Sparks metropolitan area.
<PAGE>
PAGE 3
The Power Company is a Nevada corporation organized in 1965 as successor to
a Maine corporation organized in 1912 and is a wholly-owned subsidiary of the
Company.
Tuscarora Gas Pipeline Company (TGPC) is a Nevada Corporation, which is a
wholly-owned subsidiary of the Company. TGPC was formed in 1993 for the purpose
of entering into a partnership (Tuscarora Gas Transmission Company or TGTC) with
a subsidiary of TransCanada Pipe Lines USA, Limited of Calgary, Alberta, Canada,
to develop, construct and operate a natural gas pipeline to serve an expanding
gas market in Reno, northern Nevada, and northeastern California. To date, SPR
has an equity investment of approximately $15.5 million in this subsidiary. TGTC
interconnects with PG&E Gas Transmission-Northwest (PGT) at Malin, Oregon. PGT
is a major interstate natural gas pipeline extending from Oregon to the
U.S./Canadian border.
As an interstate pipeline, TGTC provides only transportation service. SPPC
and SPR were the two largest customers of TGTC during 1998, contributing 89.3%
and 7.6% of revenues, respectively. In 1998, TGTC began serving two new
customers, the United States Gypsum Company located north of Empire, Nevada, and
the HL Power Company located northwest of Wendel, California.
Sierra Energy Company (SECO), dba under the firm name of e.three, was
organized in October 1996 as an unregulated wholly-owned subsidiary of the
Company. It provides comprehensive energy and other business solutions in
commercial and industrial markets. This is accomplished by offering a variety
of energy-related products and services to increase customers' productivity and
profits and improve the quality of the indoor environment. These products and
services include: technology and efficiency improvements to lighting, heating,
ventilation and air-conditioning equipment; installation or retrofit of controls
and power quality systems; energy performance contracting; end-use services; and
ongoing energy monitoring and verification services.
In September 1998, e.three and Nevada Electric Investment Company (NEICO),
a wholly-owned subsidiary of Nevada Power Company, formed e.three Custom Energy
Solutions, LLC, a Nevada limited liability company, for the purpose of selling
and implementing energy-related performance contracts and similar energy
services in Southern Nevada. e.three Custom Energy Solutions, LLC's primary
focus for its sales activities is in the commercial and industrial markets.
In October 1998, e.three acquired Independent Energy Consulting, Inc. (IEC), a
California based company, in an exchange of Sierra Pacific Resources (SPR) stock
for all of IEC's stock. IEC provides energy procurement management, third party
auditing, performance contract consulting and strategic energy planning in the
industrial and commercial markets.
<PAGE>
PAGE 4
Lands of Sierra, Inc. (LOS) is a Nevada corporation, which is a wholly-
owned subsidiary of the Company. LOS was organized in 1964 to develop and manage
SPPC non-utility property in Nevada and California. These properties included
retail, industrial, office and residential sites, and timberland and properties
in the Lake Tahoe region. SPR has decided to focus on its core energy business.
In keeping with this strategy, LOS continues to sell its remaining properties.
Properties remaining include only vacant land in Nevada and land leases in the
Lake Tahoe region. Management will continue to focus on selling most of these
remaining properties in 1999.
Sierra Gas Holding Company (SGHC), formerly Sierra Energy Company (SECO),
is a Nevada Corporation, which is a wholly-owned subsidiary of the Company.
Beginning in 1993, SGHC sold a large number of its oil and gas properties
retaining passive override interests in a number of properties.
Sierra Water Development Company (SWDC) is a Nevada corporation, which is a
wholly-owned subsidiary of the Company. SWDC was formed in 1993 for the purpose
of entering into a partnership with Eco-Vision, Inc. to conduct water
exploration and development activities in the State of Nevada.
In August 1992 the Power Company executed a cooperative agreement with the
U. S. Department of Energy (DOE) for the construction of a coal-gasification
power plant. The project, known as the Pinon Pine Power Project, (Pinon) was
selected by DOE for funding under the fourth round of the Federal Clean Coal
Technology Program.
Construction began on the project in February 1995, following resource plan
approval and the receipt of all permits and other approvals. The natural gas
portion (combined cycle combustion turbine) was satisfactorily completed and
placed in service December 1, 1996. The balance of the plant was placed in
service in June 1998. The construction of the gasifier portion of the project
overran the fixed contract price by approximately 12% or $12.6 million. The
overrun is primarily due to redesign issues, resolving technical issues relative
to start up and other costs due to a later than anticipated in-service date. To
date, the Power Company has not been successful in obtaining sustained operation
of the gasifier but work continues to identify problem areas and redesign
solutions. Due to the problems noted above, the Power Company and Foster
Wheeler settled on a portion of the cost overrun and have entered into an
alternative dispute resolution process in an attempt to resolve remaining issues
on total construction costs. At this time, the Power Company does not have any
estimates as to the outcome of the proceeding.
<PAGE>
PAGE 5
Pinon Pine Corp. and Pinon Investment Co., subsidiaries of the Power
Company, own 25% and 75% of a 38% interest in Pinon Pine Company, L.L.C. GPSF-B,
a Delaware corporation formerly owned by General Electric Capital Corporation
(GECC) and purchased by the Power Company in February 1999, owns the remaining
62%. The LLC was formed to take advantage of federal income tax credits
associated with the alternative fuel (syngas) produced by the coal gasifier
available under (S) 29 of the Internal Revenue Code.
Sierra Pacific Power Capital I, (the Trust), is a wholly-owned subsidiary
of the Power Company. The existence of the Trust is for the sole purpose of
issuing Trust Securities and using the proceeds thereof to purchase from the
Power Company its 8.60% Junior Subordinated Debentures due July 30, 2036, in a
principal amount of $50 million.
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 distribu-
------------------------------------------------------------
tion 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.
-------------------------------------------------------------
(a) At the present time, the Company has no operations or facilities other
than those described in response to Item 1.
(b) The electric properties of the Power Company, the public utility
subsidiary of the Company, are physically located in the States of Nevada
and California. The gas and water properties are entirely located within
the State of Nevada.
<PAGE>
PAGE 6
The Power Company's electric generation is supplied by
power plants which utilize fuel as set forth below:
<TABLE>
<CAPTION>
No. of Capacity Location
Power Plant Unit Fuel (kw) (State)
----------- ------ ---- ------- --------
<S> <C> <C> <C> <C>
Tracy 3 Gas/Oil 244,000 Nevada
Ft. Churchill 2 Gas/Oil 226,000 Nevada
Valmy (1) 2 Coal 265,000 Nevada
Clark Mountain 2 Gas/Oil 138,000 Nevada
Pinon Pine (2) 1 Coal, Gas 93,000 Nevada
Farad 2 Hydro 2,500 Calif.
Fleish 1 Hydro 2,250 Nevada
Verdi 1 Hydro 2,150 Nevada
Washoe 2 Hydro 2,200 Nevada
Winnemucca Gas Turbine 1 Gas/Oil 17,000 Nevada
Kings Beach Diesel 6 Oil 16,500 Calif.
All Other Diesels 20 Oil 33,300 Nevada
</TABLE>
(1) Valmy Units #1 and #2 are owned jointly by the Power Company and Idaho
Power Company. Each company owns a 50 percent share of this 532,000 KW
facility.
(2) The gasifier portion of Pinon Pine is owned by the Pinon Pine Company
LLC, (The LLC), 62% of which is owned by GPSF-B, a Delaware corporation
formerly owned by General Electric Capital Corporation (GECC) and now also
owned by the Power Company, and 38% which is wholly owned through two of
its subsidiaries by the Power Company. The amount shown above represents
the entire syngas output of Pinon as the LLC sells its entire share only to
the Power Company.
The Power Company is interconnected with neighboring utilities as follows:
The Power Company's transmission lines extend some 300 miles from the crest
of the Sierra Nevada mountains in eastern California northeast to the Nevada-
Idaho border at Jackpot, Nevada, and 250 miles from the Reno area south to
Tonopah, Nevada. A 230 kilovolt (KV) transmission line connects the Power
Company to facilities near the Utah-Nevada state line which, in turn,
interconnects the Power Company to Idaho Power facilities at the Idaho-Nevada
state line. The Power Company also has two 120 KV lines and one 60 KV line which
interconnect with Pacific Gas and Electric Company (PG&E) on the west side of
the Power Company's system at Donner Summit, California. Two 60kv transmission
ties allow wheeling of up to 14 MW of power from the Beowawe Geothermal Project,
which is located within the Power Company's service territory, to Southern
California Edison. These two minor interties are available for use during
emergency conditions affecting either party.
<PAGE>
PAGE 7
The Power Company completed construction of the Alturas Intertie
transmission line in December 1998. The Alturas Intertie was built to enhance
service to existing load, to expand service to new customers and to increase
significantly the Company's access to lower cost resources in the Pacific
Northwest. This 345 kV line originates west of Alturas, California and extends
165 miles south to Reno. Construction commenced on February 9, 1998. The line
was placed into commercial operation on December 22, 1998. The Company spent
approximately $144 million on the project as of December 31, 1998. The current
estimated cost of construction, including AFUDC, is approximately $159 million.
Additional environmental and right-of-way restoration activities are expected to
continue on the project through 2004.
As of December 31, 1998 the Power Company's electric transmission
facilities consisted of approximately 4,000 overhead pole line miles and 81
substations and its distribution facilities consisted of approximately 9,000
overhead pole line miles, 4,500 underground cable miles and 178 substations.
The Power Company's natural gas business is a local distribution company
(LDC) in the Reno-Sparks area. The Power Company currently has no ownership
interest in the gas transmission facilities required to serve its customers.
Natural gas purchased for the Power Company's retail gas customers and for
use in its electric generating plants is transported on several FERC regulated
pipelines.
Northwest Pipeline Corporation (Northwest), in conjunction with Paiute
Pipeline Company (Paiute), provides the Power Company access to natural gas
supplies in British Columbia, Canada, the Rocky Mountain region, and the San
Juan Basin. Northwest is a major interstate pipeline stretching from the
Canadian border at Sumas, Washington, to the northwestern corner of New Mexico.
Paiute interconnects with Northwest at the Idaho/Nevada border and runs to the
southwest of the Reno/Lake Tahoe area of Nevada and California.
With the Tuscarora Gas Transmission Company's pipeline, the Company has a
financial interest in natural gas transmission facilities serving the northern
Nevada market. Tuscarora Gas Transmission Company (TGTC), a partnership between
a subsidiary of Sierra Pacific Resources and TransCanada Pipe Lines USA,
Limited, began service on December 1, 1995. The pipeline interconnects with
Pacific Gas Transmission (PGT) near Malin, Oregon and terminates at the Tracy
Power Plant east of Reno/Sparks. In addition to providing natural gas service
to the Power Company's Tracy Power Plant and distribution customers in the area.
PGT is a major interstate pipeline stretching from the Canadian border at
Eastport, Idaho to the California/Oregon border near Malin, Oregon. NOVA and
Alberta Natural Gas (ANG) pipelines are upstream of PGT in the British Columbia
and Alberta provinces of Canada. Firm
<PAGE>
PAGE 8
transportation service on Tuscarora and upstream pipelines improves the
reliability of the Power Company's gas supplies and provides additional access
to abundant and competitively priced supply in Alberta, Canada.
The Power Company has contracted for firm winter only and annual gas
supplies with twelve Canadian and domestic suppliers to meet the firm
requirements of its LDC and electric operations. The contracts total 157,000
decatherms per day through February 1999; 152,000 decatherms per day for March
1999; 93,000 decatherms per day through April 1999; 78,000 decatherms per day
for May through October 1999; and 65,000 decatherms per day for the remainder of
the year. Most of these contracts provide for a fixed price. This ensures that
the Power Company is able to lock-in a significant portion of its gas supply
cost while retaining the flexibility to purchase spot market supplies.
The Power Company's firm natural gas supply is supplemented with natural
gas storage and supply from a Northwest-owned facility located at Jackson
Prairie in southern Washington, liquid natural gas (LNG) storage and supply from
a facility located in Lovelock, Nevada. The LNG facility is operated by Paiute
and is used for meeting peak demand. The Jackson Prairie and LNG facilities can
contribute a total of approximately 48,000 decatherms per day of peaking
supplies. The Power Company meets its peak day requirements above
Northwest/Paiute capacity with firm transportation capacity on the Tuscarora
Pipeline and PGT.
Following is a summary of the transportation and approximate storage
capacity of the Power Company's current gas supply program. Firm transportation
capacity on the Northwest/Paiute system exists to serve primarily the LDC. Firm
transportation capacity on the PGT/Tuscarora system exists primarily to serve
the Power Company's electric generating plants. Storage capacity is generally
used for the peaking requirements of the LDC only.
<TABLE>
<CAPTION>
Transportation Capacity
-----------------------
<S> <C>
Northwest - 68,696 decatherms per day firm
90,000 decatherms per day interruptible
Paiute - 103,774 decatherms per day firm from November
through March
61,044 decatherms per day firm from April through
October
90,000 decatherms per day interruptible
NOVA - 30,000 decatherms per day firm
ANG - 30,000 decatherms per day firm
PGT - 30,000 decatherms per day firm
- 40,270 decatherms per day firm (winter only)
90,000 decatherms per day interruptible
TGTC - 104,000 decatherms per day firm
60,000 decatherms per day interruptible
</TABLE>
<PAGE>
PAGE 9
Storage Capacity
----------------
Williams - 281,242 decatherms from Jackson Prairie
- 12,687 decatherms per day from Jackson
Prairie
Paiute - 463,034 decatherms from Lovelock LNG
- 35,078 decatherms per day from Lovelock
LNG facility
The Power Company's LDC decatherm supply requirements in 1998 and 1997
were 14.9 million decatherms and 12.4 million decatherms, respectively. Electric
generating fuel requirements were 35 million decatherms and 32 million
decatherms respectively for 1998 and 1997.
As of December 31, 1998 the Power Company owned and operated approximately
1,296 miles of three-inch equivalent natural gas distribution lines.
3. The following information for the last calendar year with
-------------------------------------------------------------
respect to claimant and each of its subsidiary public utility
-------------------------------------------------------------
companies:
-------------------------------------------------------------
(a) Number of Kwh of electric energy sold (at retail or wholesale)
-------------------------------------------------------------
and Mcf of natural or manufactured gas distributed at retail.
-------------------------------------------------------------
The Power Company sold approximately 9,560,800 Mwh of electric energy for
the year ended December 31, 1998 and sold approximately 14,142,800 Mcf of
natural gas at retail during the same period. Related electric energy
revenue was $568.5 million for the year ended December 31, 1998. Related
natural gas revenue was $78.3 million for the same period.
(b) Number of Kwh of electric energy and Mcf of natural or
--------------------------------------------------------------
manufactured gas distributed at retail outside the State in
--------------------------------------------------------------
which each such company is organized.
--------------------------------------------------------------
The Power Company sold approximately 507,200 Mwh at retail to customers in
the State of California with related revenue of $39.0 million for the year
ended December 31, 1998.
(c) Number of Kwh of electric energy and Mcf of natural or
--------------------------------------------------------------
<PAGE>
PAGE 10
manufactured gas sold at wholesale outside the State in which
--------------------------------------------------------------
each such company is organized, or at the State line.
--------------------------------------------------------------
The Power Company sold approximately 181,200 Mwh at wholesale to customers
in the State of California with related revenue of $1.4 million for the
year ended December 31, 1998. The Power Company sold approximately
11,738,400 Mcf of natural gas at wholesale with a related revenue of $22.0
million for the year ended December 31, 1998.
(d) Number of Kwh of electric energy and Mcf of natural or
--------------------------------------------------------------
manufactured gas purchased outside the State in which each
---------------------------------------------------------------
such company is organized or at the State line.
----------------------------------------------
The Power Company purchased approximately 4,632,400 Mwh of electric energy
from outside the State of Nevada during the year ended December 31, 1998 at
a cost of $157.0 million. The Power Company purchased approximately
49,758,000 Mcf of natural gas from outside the State of Nevada at a cost of
$44.3 million during the year ended December 31, 1998 of which
approximately 14,429,300 Mcf were used for local distribution and
approximately 35,328,700 Mcf were used for electric power generation.
4. The following information for the reporting period with
--------------------------------------------------------------
respect to claimant and each interest it holds directly or
--------------------------------------------------------------
or indirectly in an EWG or a foreign utility company, stating
--------------------------------------------------------------
monetary amounts in United States dollars:
--------------------------------------------------------------
None.
(a) Name, location, business address and description of the
--------------------------------------------------------------
facilities used by the EWG or foreign utility company for the
--------------------------------------------------------------
generation, transmission and distribution of electric energy
--------------------------------------------------------------
for sale or for the distribution at retail of natural or
--------------------------------------------------------------
manufactured gas.
--------------------------------------------------------------
None.
<PAGE>
PAGE 11
(b) Name of each system company that holds an interest in such EWG
--------------------------------------------------------------
or foreign utility company, and description of the interest
--------------------------------------------------------------
held.
--------------------------------------------------------------
None.
(c) Type and amount of capital invested, directly or indirectly,
--------------------------------------------------------------
by the holding company claiming exemption; any direct or
--------------------------------------------------------------
indirect guarantee of the security of the EWG or foreign
--------------------------------------------------------------
utility company by the holding company claiming exemption;
--------------------------------------------------------------
and any debt or other financial obligation for which there is
--------------------------------------------------------------
recourse, directly or indirectly, to the holding company
--------------------------------------------------------------
claiming exemption or another system company, other than the
--------------------------------------------------------------
EWG or foreign utility company.
--------------------------------------------------------------
None.
(d) Capitalization and earnings of the EWG or foreign utility
-------------------------------------------------------------
company during the reporting period.
-------------------------------------------------------------
None.
(e) Identify any service, sales or construction contract(s)
-------------------------------------------------------------
between the EWG or foreign utility company and a system
-------------------------------------------------------------
company, and describe the services to be rendered or
-------------------------------------------------------------
goods sold and fees or revenues under such agreement(s).
-------------------------------------------------------------
None.
<PAGE>
PAGE 12
The above named claimant has caused this statement to be duly executed on behalf
of its authorized officer on this 4th day of March, 1999.
SIERRA PACIFIC RESOURCES
------------------------
(Name of Claimant)
By /s/ Mark A. Ruelle
------------------------
Mark A. Ruelle
Senior Vice President,
Chief Financial Officer and Treasurer
(Principal Financial Officer)
(Principal Accounting Officer)
CORPORATE SEAL
Attest:
_________________________________
Name, title and address of officer to whom notices and correspondence concerning
this statement should be addressed:
Mark A. Ruelle Chief Financial Officer
- ------------------------------------------------------------------
(Name) (Title)
P.O. Box 30150 (6100 Neil Road), Reno, Nevada 89520-3150 (89511)
- ------------------------------------------------------------------
(Address)
<PAGE>
Exhibit A
---------
The following consolidating financial statements of Sierra Pacific Resources
and its subsidiaries, are submitted herewith:
Consolidating Balance Sheet as of December 31, 1998.
Consolidating Statement of Income for the year ended
December 31, 1998.
Consolidating Statement of Retained Earnings (surplus)
for the year ended December 31, 1998.
Exhibit B
---------
Financial Data Schedule for the year ended December 31, 1998.
Exhibit C
---------
Inapplicable.
<PAGE>
EXHIBIT A
Page 1
<TABLE>
<CAPTION>
SIERRA PACIFIC RESOURCES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1998
(Dollars in thousands)
(Unaudited) SPR SPPCO LOS SGHC TGPC SWDC E-THREE
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
- ------
UTILITY AND OTHER PROPERTY, NET $ - $ 1,677,042 $ 2,591 $ - $ 191 $ 8 $ 193
INVESTMENT IN SUBSIDIARIES 689,090 34,021 17,751 592
CURRENT ASSETS 20,772 158,047 622 54 355 1 650
DEFERRED ASSETS 142,711 1,017
------------------------------------------------------------------------------------
TOTAL ASSETS $ 709,862 $ 2,011,821 $ 3,213 $ 54 $ 18,297 $ 601 $ 1,860
====================================================================================
CAPITALIZATION AND
- ------------------
LIABILITIES:
- ------------
COMMON EQUITY $ 673,432 $ 661,367 $ 2,483 $ (104) $ 15,489 $ 594 $ (2,016)
PREFERRED STOCK 121,615
LONG-TERM DEBT 10,000 606,451 223 4,812
------------------------------------------------------------------------------------
TOTAL CAPITALIZATION 683,432 1,389,433 2,706 (104) 15,489 594 2,796
CURRENT LIABILITIES 20,458 269,296 99 (71) (1,923 6 (845)
DEFERRED CREDITS 5,972 353,092 408 229 4,731 1 (91)
------------------------------------------------------------------------------------
TOTAL CAPITALIZATION AND
LIABILITIES $ 709,862 $ 2,011,821 $ 3,213 $ 54 $ 18,297 $ 601 $ 1,860
====================================================================================
</TABLE>
<TABLE>
<CAPTION>
SIERRA PACIFIC RESOURCES 2/25/99
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1998
(Dollars in thousands)
(Unaudited) SPE SMG ELIMINATION CONSOLIDATED
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ASSETS:
- -------
UTILITY AND OTHER PROPERTY, NET $ 810 $ 144 $ - $ 1,680,979
INVESTMENT IN SUBSIDIARIES (686,133) $ 55,321
CURRENT ASSETS 2,797 (21,930) $ 161,368
DEFERRED ASSETS $ 143,728
-------------------------------------------------
TOTAL ASSETS $ 3,607 $ 144 $(708,063) $ 2,041,396
=================================================
CAPITALIZATION AND
- ------------------
LIABILITIES:
- ------------
COMMON EQUITY $ 3,590 $ (2) $(681,401) $ 673,432
PREFERRED STOCK $ 121,615
LONG-TERM DEBT (4,732) $ 616,754
-------------------------------------------------
TOTAL CAPITALIZATION 3,590 (2) (686,133) $ 1,411,801
CURRENT LIABILITIES 17 146 (21,930) $ 265,253
DEFERRED CREDITS $ 364,342
-------------------------------------------------
TOTAL CAPITALIZATION AND
LIABILITIES $ 3,607 $ 144 $(708,063) $ 2,041,396
=================================================
</TABLE>
14
<PAGE>
EXHIBIT A
Page 2
<TABLE>
<CAPTION>
SIERRA PACIFIC RESOURCES
CONSOLIDATING INCOME STATEMENT
TWELVE MONTHS ENDED
DECEMBER 31, 1998
(Dollars in thousands)
(Unaudited) SPR SPPCO LOS SGHC TGPC SWDC E-THREE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING REVENUES 80,280 $ 734,332 $ 209 $ - $ 3,854 $ (23) $ 2,769
OPERATING EXPENSES 1,885 608,138 (163) 9 2,052 4 4,313
----------------------------------------------------------------------------
OPERATING INCOME 78,395 126,194 372 (9) 1,802 (27) (1,544)
OTHER INCOME 400 4,132 158 6 4
----------------------------------------------------------------------------
TOTAL INCOME 78,795 130,326 530 (3) 1,802 (27) (1,540)
NET INTEREST CHARGES 1,474 44,306 32 229
----------------------------------------------------------------------------
INCOME BEFORE PREFERRED 77,321 86,020 498 (3) 1,802 (27) (1,769)
DIVIDENDS
LESS: PREFERRED DIV
REQUIREMENTS OF SUB. 5,459
----------------------------------------------------------------------------
NET INCOME 77,321 $ 80,561 $ 498 $ (3) $ 1,802 $ (27) $ (1,769)
============================================================================
</TABLE>
<TABLE>
<CAPTION>
SIERRA PACIFIC RESOURCES 2/25/99
CONSOLIDATING INCOME STATEMENT
TWELVE MONTHS ENDED
DECEMBER 31, 1998
(Dollars in thousands)
(Unaudited) SPE SMG ELIMINATION CONSOLIDATED
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
OPERATING REVENUES $ 442 $ - $ (80,022) $ 741,841
OPERATING EXPENSES 1,480 2 617,720
-------------------------------------------------------
OPERATING INCOME (1,038) (2) (80,022) 124,121
OTHER INCOME (229) 4,471
-------------------------------------------------------
TOTAL INCOME (1,038) (2) (80,251) 128,592
NET INTEREST CHARGES (229) 45,812
-------------------------------------------------------
INCOME BEFORE PREFERRED (1,038) (2) (80,022) 82,780
DIVIDENDS
LESS: PREFERRED DIV
REQUIREMENTS OF SUB. 5,459
-------------------------------------------------------
NET INCOME $ (1,038) $ (2) $ (80,022) $ 77,321
=======================================================
</TABLE>
15
<PAGE>
EXHIBIT A
Page 3
<TABLE>
<CAPTION>
SIERRA PACIFIC RESOURCES
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
DECEMBER 31, 1998
(Dollars in thousands)
(Unaudited) SPR SPPCO LOS SGHC TGPC SWDC E-THREE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
RETAINED EARNINGS AT BEGINNING $147,871 $94,118 $(14,327) $(31,729) $(1,710) $(72) $(1,340)
OF PERIOD
INCOME BEFORE PREFERRED 77,321 86,020 498 (3) 1,802 (27) (1,769)
DIVIDENDS
DIVIDENDS DECLARED 40,285 81,459 1,820
------------------------------------------------------------------------------------
RETAINED EARNINGS AT END $184,907 $98,679 $(13,829) $(31,732) $(1,728) $(99) $(3,109)
====================================================================================
</TABLE>
<TABLE>
<CAPTION>
SIERRA PACIFIC RESOURCES 2/25/99
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
DECEMBER 31, 1998
(Dollars in thousands)
(Unaudited) SPE SMG ELIMINATION CONSOLIDATED
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
RETAINED EARNINGS AT BEGINNING $ (1) $ - $ (44,939) $ 147,871
OF PERIOD
INCOME BEFORE PREFERRED (1,038) (2) (80,022) 82,780
DIVIDENDS
DIVIDENDS DECLARED (77,820) 45,744
-----------------------------------------------
RETAINED EARNINGS AT END $ (1,039) $ (2) $ (47,141) $ 184,907
===============================================
</TABLE>
16
<PAGE>
EXHIBIT B
Page 1
SIERRA PACIFIC RESOURCES
FINANCIAL DATA SCHEDULE
This schedule contains summary financial information extracted from internal
company financial statements for the twelve month period ended December 31,
1998, and is qualified in its entirety by reference to such financial
statements.
Multiplier 1,000
The financial data is NOT restated from a previously filed schedule.
The financial data DOES NOT apply to a co-registrant.
Currency: U.S. dollars
Period Type: Twelve months ended December 31, 1998.
Period Start: January 1, 1998
Period End: December 31, 1998
Company Fiscal Year: January 1 through December 31.
Exchange Rate: One (1)
Book Value: Per book
(Unaudited) Caption Heading Amount
- --------------- ------------------------- -----------
Item No.
--------
1 Total Assets $2,041,396
2 Total Operating Expenses $741,841
3 Net Income $77,321
17
