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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
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(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, 1999
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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
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of claimant and every subsidiary thereof, other than any
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exempt wholesale generator (EWG) or foreign utility company
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in which claimant directly or indirectly holds an interest.
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Sierra Pacific Resources (SPR, the Company) is a Nevada holding company
which became the parent of Sierra Pacific Power Company (SPPC) on May 31, 1984,
pursuant to an Agreement and Plan of Merger in which each outstanding share of
SPPC'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 SPPC, 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 Nevada Power
Company (NVP), Sierra Pacific Power Company (SPPC), Tuscarora Gas Pipeline
Company (TGPC), Sierra Energy Company 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
Sierra Pacific Communications (SPC).
On July 28, 1999 SPR completed its merger with NVP following receipt of all
regulatory approvals. The Public Utility Commission of Nevada (PUCN) gave
unanimous approval of a stipulation among the merging companies, PUCN staff and
the Utility Consumer Advocate, regarding the merger.
In accordance with the terms of the merger, each outstanding share of the
Company's common stock was converted into the right to receive either $37.55 in
cash or 1.44 shares of newly issued Company common stock. Each outstanding share
of NVP common stock was converted to the right to receive either $26.00 in cash
or 1.00 share of newly issued Company common stock. 4,037,000 shares of Company
and 11,716,611 shares of NVP common stock were exchanged for $151.6 million and
$304.6 million, respectively. The remaining shares of each company were
converted to newly issued shares of Company common stock.
<PAGE>
PAGE 3
As part of the stipulation approved by the PUCN, the companies were
required to re-file the plan to divest their generating assets, and file a final
Independent System Administrator (ISA) proposal with the PUCN and FERC. On July
23, 1999 a filing to establish the ISA was submitted to the FERC and for PUCN
review. The PUCN approved the Company divestiture plan on February 18, 2000. The
FERC approved an ISA proposal known as Mountain West ISA on January 27, 2000. On
February 23, 2000 the PUCN opened a docket to discuss various issues relating to
Mountain West, including the method to fund it.
As previously mentioned, in June 1998, SPR announced a plan to divest its
generation assets. This business strategy was described in the SPR/NVP merger
applications filed with the PUCN and the FERC in July 1998. Upon approval of
the divestiture plan by the PUCN an auction process will begin. SPR will be
offering approximately 2800 megawatts of generation assets with 1060 MW owned by
SPPC and 1740 MW owned by NVP. Potential buyers will be allowed to offer bids
for different combination of assets or for consolidating the assets into one
bundle. The plants utilize either coal, natural gas, or oil as fuel and are a
mix of base load or peaking units consisting of conventional steam turbines,
combined-cycle, or combustion turbines.
NVP is an operating public utility that provides electric service in Clark
County in southern Nevada. NVP provides electricity to approximately 566,700
customers in the communities of Las Vegas, North Las Vegas, Henderson,
Searchlight, Laughlin and adjoining areas. Service is also provided to Nellis
Air Force Base and the Department of Energy at Mercury and Jackass Flats at the
Nevada Test Site.
NVP has two wholly owned subsidiaries NVP Capital I and III (Trust I and
III). The Trust I was created to issue 8.2% Quarterly Trust Issued Preferred
Securities (QUIPS) and Series A common securities all of which are owned by NVP.
The proceeds were used to purchase from NVP its 8.2% Junior Subordinated
Deferrable Interest Debentures (QUIDS) due March 31, 2037, extendible to March
31, 2046 under certain conditions, in a principal amount of $122.6 million. The
sole asset of the Trust I is the QUIDS.
NVP Capital III (Trust III) was created to issue 7 3/4% Cumulative QUIPS
and common securities all of which are owned by NVP. The proceeds were used to
purchase from NVP its 7 3/4% Junior Subordinated Deferrable Interest Debentures
due September 30, 2038, extendible to September 30, 2047 under certain
conditions, in a principal amount of $72.2 million. The sole asset of the Trust
III is the QUIDS.
SPPC is an operating public utility engaged principally in the
distribution, transmission, generation, purchase and sale of electric energy.
SPPC also provides natural gas and water services in the Reno-Sparks area of
Nevada. SPPC provides electricity to approximately 298,400 customers in a 50,000
square mile service area including western, central and northeastern Nevada,
including the cities of Reno, Sparks, Carson City, Elko, and portion of eastern
California, including the Lake Tahoe area.
SPPC 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.
<PAGE>
PAGE 4
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 $16.4 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
was the largest customer of TGTC during 1999, contributing 95.0% revenues. 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, 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.
During the latter half of 1999, e.three Custom Energy Solutions, LLC began
developing a chilled water-cooling plant in the downtown area of Las Vegas. The
plant will be owned by e.three Custom Energy Solutions, LLC and will supply the
indoor air-cooling requirements for a number of casinos and businesses in its
immediate vicinity. The plant is expected to be operational in the third
quarter of 2000.
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 5
Sierra Pacific Energy (SPE) markets a package of technology and energy-
related products and services in Nevada. Until October of 1999, SPE marketed its
products and services in Northern Nevada under the brand name Simple Choice.
The Simple Choice product line was obtained under a license from Enable
Corporation, an unaffiliated entity. In October of 1999, SPE terminated its
license agreement with Enable Corporation. Subsequent to this termination, SPE
continues to sell products and services related to home, entertainment, and
communications in Northern Nevada under the brand name of Sierra Pacific Energy,
and in Southern Nevada under the brand name of Nevada Power Services, through
affiliations and agreements with its suppliers. SPE offers satellite television,
cellular telephone services, computer leasing, and in the future, plans to offer
other technological and energy related services through its retail store in
Northern Nevada, kiosk locations in Southern Nevada and on its website. On
August 18, 1999, SPE filed an application with the Public Utilities Commission
of Nevada (PUCN) to be licensed as an Alternative Seller of Electricity in the
State of Nevada. As of December 31, 1999, the application was still pending
approval before the PUCN. Upon approval and after receiving its license as an
Alternative Seller of Electricity and the provisions of Senate Bill 438
regarding the right of customers to choose an Alternative Seller of Electricity
becoming effective in the state of Nevada, SPE will begin selling electricity
along with its other products and services to all eligible customers in Nevada.
SPE began start up operations during the third quarter of 1998 and became more
fully operational in the fourth quarter of 1999 following the Sierra Pacific
Resources/Nevada Power merger.
Sierra Pacific Communications (SPC) was formerly Sierra Pacific Media
Group, which was established in 1998 and then re-named SPC in November of 1999.
SPC was created to examine and pursue telecommunications opportunities that
leveraged existing skill sets of installing and deploying pipe and wire
infrastructure. The telecommunications industry is growing at 10-15% per year
and SPC is examining opportunities that complement existing skill sets in this
very high growth industry.
SPC presently has dark fiber assets deployed in the cities of Reno and Las
Vegas. The expanding telecommunications market in these areas should provide
continuing future opportunities to expand this fiber base and other profitable
opportunities. In November 1999 SPC entered into its first lease agreement with
a telecommunications service provider to lease its new dark fiber capacity in
the Reno/Sparks area. SPC will both provide telecommunications services to
customers as well as lease its fiber capacity to other telecommunication service
providers.
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.
Sierra Gas Holding Company (SGHC), formerly Sierra Energy Company, 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.
<PAGE>
PAGE 6
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. It has not
conducted any activity for several years.
In August 1992 SPPC 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 completed 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 completion date. To date,
SPPC has not been successful in obtaining sustained operation of the gasifier
but work continues to identify problem areas and redesign solutions which will
likely require additional capital expenditures. Due to the problems noted above,
SPPC and Foster Wheeler settled on a portion of the cost overrun and have
entered into an alternative dispute resolution process. SPPC and DOE also
settled a dispute regarding cost sharing of natural gas costs. The Company
extended the cooperative agreement for an additional year and has agreed to
contribute to capital improvements approved by the DOE to improve the prospects
for full commercial operations of the gasifier.
Pinon Pine Corp. and Pinon Investment Co., subsidiaries of SPPC, 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 SPPC 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 SPPC. The existence of the Trust is for the sole purpose of issuing Trust
Securities and using the proceeds thereof to purchase from SPPC its 8.60% Junior
Subordinated Debentures.
On November 8, 1999, SPR and Enron Corporation announced that they entered
into a purchase and sale agreement for Enron's wholly owned electric utility
subsidiary, Portland General Electric (PGE) and a non-utility subsidiary PGHII
which holds certain benefit plans, assets, and liabilities associated with or
related to PGE. PGE is an electric utility serving more than 700,000 retail
customers in northwest Oregon. PGE will become a wholly owned subsidiary of SPR.
Under terms of the agreement, Enron will sell PGE and PGHII to SPR for $2.1
billion, comprised of $2.02 billion in cash and the assumption of Enron's
approximately $80 million merger payment obligation. SPR will also assume $1.0
billion in PGE debt and preferred stock. At closing, the transaction will be
financed through a bank loan. Ultimately, the transaction will be financed with
part of the proceeds from the sale of SPR's Nevada generation assets and the
issuance of debt, equity and/or internal cash flow.
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The proposed transaction is subject to customary closing conditions,
including, without limitation, the receipt of all necessary governmental
approvals, including the Federal Energy Regulatory Commission (FERC), the
Securities and Exchange Commission (SEC), the Oregon Public Utility Commission
and the Nuclear Regulatory Commission. Also, SPR intends to register with the
SEC as a public utility holding company under the Public Utility Holding Company
Act. The filings are estimated to be finalized by March 4, 2000. Approvals are
expected to be received by the second half of 2000.
2. A brief description of the properties of claimant and each of
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its subsidiary public utility companies used for the
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generation, transmission, and distribution of electric energy
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for sale, or for the production, transmission, and distribu-
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tion of natural or manufactured gas, indicating the location
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of principal generating plants, transmission lines, producing
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fields, gas manufacturing plants, and electric and gas
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distribution facilities, including all such properties which
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are outside the State in which claimant and its subsidiaries
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are organized and all transmission or pipelines which deliver
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or receive electric energy or gas at the borders of such
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State.
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(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 SPPC, a 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.
The electric properties of NVP, a public utility subsidiary of the Company,
are physically located in the State of Nevada. NVP provides no gas or water
services.
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SPPC:
-----
SPPC'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 (3) 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
------
1,041,900
=========
</TABLE>
(1) Valmy Units #1 and #2 are owned jointly by SPPC 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 SPPC, and 38% which is wholly owned
through two of its subsidiaries by SPPC. The amount shown above
represents the entire syngas output of Pinon as the LLC sells its
entire share only to SPPC.
(3) This facility located on the Truckee River at Farad was damaged by
the January 1997 flood and was not available for generation during
the 1999 summer peak.
Purchased Power
SPPC manages a diverse portfolio of contracted and spot market supplies, as
well as its own generation, to minimize its net average system operating costs.
During 1999, SPPC witnessed a leveling of off-system energy prices compared to
the previous year; but energy forecasts indicate steadily increasing prices as
load appears to outpace additional supply.
SPPC is a member of the Northwest Power Pool and Western Systems Power
Pool. These pools have provided SPPC further access to spot market power in the
Pacific Northwest and the Southwest. In turn, SPPC's generation facilities
provide a backup source for other pool members who rely heavily on hydroelectric
systems. The Company has an agreement with PacifiCorp's Utah division and Idaho
Power in which a portion of the energy purchased by the Company from PacifiCorp
is transmitted through the Idaho Power system. The agreement also provides added
access to spot market power.
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PAGE 9
The Company purchases hydro- and thermally-produced spot market energy, by
the hour, based upon economics and system import limits. Also purchased during
peak load periods is firm energy as required to supply load and maintain
adequate operating reserve margins. As off-system energy costs increase, the
Company supplies a higher percentage of its native load utilizing its fossil
fuel generation but is still required to buy peaking energy from the market.
Also, market conditions throughout the West are in flux with regions approaching
deregulation using different methods. Each change results in different market
pricing characteristics.
Currently, the Company has contracted for a total of 165 megawatts of long-
term firm purchased power from the utility suppliers listed below. Several of
the Company's firm purchase power contracts contain minimum purchase
obligations. Meeting these minimums has not been a problem for the Company in
the past, and is not expected to be a problem in the future.
<TABLE>
<CAPTION>
Contract Party Contract Operation Date Termination Date Minimum Capacity %
Capacity
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Idaho Power (for Elko) 15 MW March 1994 May 31, 2000 40%
PacifiCorp 75 MW June 1989 Feb 28, 2009 70%
PacifiCorp/Utah Power (1) 75 MW May 1991 April 30, 2000 78%
</TABLE>
(1) The Company has provided notice to terminate the PacifiCorp/Utah contract
effective April 30, 2000.
According to the Public Utility Regulatory Policies Act, the Company is
obligated, under certain conditions, to purchase the generation produced by
small power producers and cogeneration facilities at costs determined by the
appropriate state utility commission. Generation facilities that meet the
specifications of the regulations are known as qualifying facilities (QFs). As
of December 31, 1999, the Company had a total of 109 megawatts of maximum
contractual firm capacity under 15 contracts with QFs. The Company also had
contracts with three projects at fluctuating short-term avoided cost rates. All
QF contracts currently delivering power to the Company at long-term rates have
been approved by either the PUCN or the CPUC, and have QF status as approved by
FERC. One long-term QF contract terminates in 2006, one terminates in 2039, and
the remainder terminate between 2014 and 2022.
Energy purchased by the Company from QFs constituted 10% of the net system
requirements during 1999. These contracts continue to provide useful diversity
for the Company in meeting its peak load. All the QFs from which the Company
makes firm purchases are either geothermal (87%), hydroelectric or biomass.
<PAGE>
PAGE 10
Transmission
SPPC is interconnected with neighboring utilities as follows:
SPPC'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 SPPC to facilities near
the Utah-Nevada state line which, in turn, interconnects SPPC to Idaho Power
facilities at the Idaho-Nevada state line. SPPC also has two 120KV lines and
one 60KV line which interconnect with Pacific Gas and Electric Company (PG&E)
on the west side of SPPC'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 SPPC's service territory, to
Southern California Edison. These two minor interties are available for use
during emergency conditions affecting either party.
SPPC 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 345KV
line originates west of Alturas, California and extends 165 miles south to Reno.
Additional environmental and right-of-way restoration activities are expected to
continue on the project through 2004.
As of December 31, 1999 SPPC'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.
SPPC's natural gas business is a local distribution company (LDC) in the
Reno-Sparks area. SPPC currently has no ownership interest in the gas
transmission facilities required to serve its customers. SPPC plans to sell its
gas-fired generation by the end of 2000 or early 2001.
Natural gas purchased for SPPC'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 SPPC 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
SPPC's Tracy Power Plant and distribution customers in the area.
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PAGE 11
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 transportation service on Tuscarora and
upstream pipelines improves the reliability of SPPC's gas supplies and provides
additional access to abundant and competitively priced supply in Alberta,
Canada.
SPPC 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 157,500 decatherms per day through
March 2000; and 35,000 decatherms per day for April through October 2000. This
ensures that SPPC is able to lock-in a significant portion of its gas supply
cost while retaining the flexibility to purchase spot market supplies.
SPPC'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. SPPC
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 SPPC'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
SPPC'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 - 106,250 decatherms per day firm
50,000 decatherms per day interruptible
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
</TABLE>
<PAGE>
PAGE 12
SPPC's LDC decatherm supply requirements in 1999 and 1998 were 13.5 million
decatherms and 14.5 million decatherms, respectively. Electric generating fuel
requirements were 31.6 million decatherms and 35.0 million decatherms
respectively for 1999 and 1998.
As of December 31, 1999 SPPC owned and operated approximately 1,439 miles
of three-inch equivalent natural gas distribution lines.
NVP:
- ----
The following is a list of NVP's generation plants including their megawatt
(MW) summer net capacity, the type/fuel that they use to generate, and the
location.
<TABLE>
<CAPTION>
Number
of MW Location
Name Type/Fuel Units Capacity (State)
- --------------------- ------------------------------------ ------------ ------------- -------------------
<S> <C> <C> <C> <C>
Clark Station Steam/Gas Turbine, Combined Nevada
Cycle/Natural Gas, Oil 6 687
Reid Gardner (1) Steam/Coal 4 580 Nevada
Navajo (2) Steam/Coal 3 255 Nevada
Mohave (3) Steam/Coal 2 196 Nevada
Sunrise Steam/Gas Turbine, Natural Gas, Oil 2 149 Nevada
Harry Allen Gas Turbine, Natural Gas, Oil 1 72 Nevada
----------------
1,939
================
</TABLE>
(1) This represents 24 megawatts of base load capacity and 226 megawatts of
peaking capacity. Reid Gardner Unit No. 4, placed in service July 25, 1983,
is a coal-fired unit, which is owned 32.2% by the Company and 67.8% by the
Department of Water Resources of the State of California (CDWR). NVP is
entitled to use 100% of the unit's peaking capacity for 1,500 hours each
year. NVP is entitled to 9.6% of the first 250 megawatts of capacity and
associated energy. NVP had options for the use of increasing amounts of
capacity and energy from the unit beginning in 1998 so that NVP would have
been entitled to use all of the unit's output 15 years from that date.
However, the 1998 through 2003 options for 10.17 MW per year were not
exercised by NVP and have expired.
(2) This represents NVP's 11.3% undivided interest in the Navajo Generating
Station as tenant in common without right of partition with five other non-
affiliated utilities.
(3) This represents NVP's 14% undivided interest in the Mohave Generating
Station as tenant in common without right of partition with three other
non-affiliated utilities, less operating restrictions.
<PAGE>
PAGE 13
Purchased Power
NVP maintains and utilizes a diverse portfolio of resources to minimize its
net average system operating costs. These resources consist of contracted and
spot market supplies, as well as its own generation. During the last several
years, NVP has witnessed a dramatic increase in the price of market energy,
compared to previous years. Some of this is reflective of the overall increase
in electricity costs throughout the country, the changing of regulatory
environments and the opening of new and/or deregulated markets.
NVP is a member of the Western Systems Power Pool and the Southwest Reserve
Sharing Group (SWRSG). NVP's membership in the SWRSG has allowed them to
network with other utilities in an effort to more efficiently use their
resources in the sharing of responsibilities for reserves.
NVP purchases both forward firm energy (typically in blocks) and spot
market energy based on economics, operating reserve margins and unit
availability. NVP has been able to efficiently manage their growing loads by
utilizing their generation resources in conjunction with buying and selling
opportunities in the market.
NVP's peak electric demand was experienced on July 1, 1999 with a peak
system load of 3993 megawatts (MWs). This demand plus a reserve margin was
served by a combination of company owned generation, and firm and short-term
power purchases.
NVP purchases Hoover Dam power pursuant to a contract with the State of
Nevada, which became effective June 1, 1987 and will continue through September
30, 2017. NVP's allocation of hydro capacity is 235MWs.
NVP has a contract to purchase power from an independent power producer for
210 MWs. The contract became effective June 8, 1991 and will continue through
May 31, 2016.
According to the regulations of the Public Utility Regulator Policies Act
(PURPA), NVP is obligated, under certain conditions, to purchase the generation
produced by small power producers and cogeneration facilities at costs
determined by the appropriate state utility commission. Generation facilities
that meet the specifications of the regulations are known as qualifying
facilities (QFs). As of December 31, 1999, NVP had a total of 305 MWs of
contractual firm capacity under contract with 4 QFs. All QF contracts currently
delivering power to NVP at long-term rates have been approved by the PUCN and
have QF status as approved by FERC.
Energy purchased by NVP from the QFs constituted 30% of the purchase power
requirements and 15% of the net system requirements during 1999. All of the QFs
are cogenerators providing steam for various products and businesses.
<PAGE>
PAGE 14
Transmission
NVP shares ownership in a 59-mile, 500-kilovolt line and two 15-mile, 230
kilovolt lines that transmit power from the Mohave Generating Station near Davis
Dam on the Colorado River via Eldorado Substation to Mead Substation located
near Boulder City, Nevada. NVP has 32 miles of 230-kilovolt lines from Mead
Substation to Las Vegas. This line, together with two NVP-owned 10-mile 230
kilovolt lines, presently connected to the Bureau of Reclamation lines between
Mead Substation and Henderson, Nevada, transmit the Mohave Generating Station
power to the Las Vegas area. A 25-mile, 230 kilovolt line between the Mead
Substation and NVP's Winterwood Substation was energized in 1988. This line
brings the additional Hoover energy to the Las Vegas Area and increases the
Company's interconnected transmission capabilities. The Company shares ownership
in 76 miles of 500 kilovolt transmission line from the Navajo Generating Station
to the Moenkopi Switchyard in Coconino County, Arizona (the Southern
Transmission System) and 224 miles of 500 kilovolt transmission line from the
Navajo Generating Station to the Crystal Substation and 52 miles of 500 kilovolt
transmission line from Crystal Substation to the McCullough Substation in Clark
County, Nevada (the Western Transmission System). Power is transmitted from the
McCullough Substation to the Las Vegas area via three 230-kilovolt lines of 23
miles, 25 miles and 32 miles in length, respectively. The 25-mile line was
energized in May 1992. Two 25 mile - 230-kilovolt lines transmit power from the
Reid Gardner Station located near Glendale, Nevada to the Harry Allen
Substation.
In 1990, NVP added a new transmission interconnection consisting of a 345
kilovolt line from Harry Allen Substation in southern Nevada to the Nevada-Utah
border where it connects with a PacifiCorp line to Red Butte Substation in
Southern Utah near the City of St. George and a 230 kilovolt line from Harry
Allen Substation to Northwest Substation which is located in Las Vegas. NVP owns
the 50-mile, 230-kilovolt line and the 69 miles of the 345 kilovolt line from
Harry Allen Substation to the Nevada-Utah border; PacifiCorp owns the portion of
the 345 kilovolt line from the Nevada-Utah border to Red Butte Substation. At
Harry Allen Substation, NVP has a 336,000 kilovolt-ampere transformer and two
336,000 kilovolt-ampere, 345-kilovolt phase shifting transformers which are used
for necessary voltage transformations and to control flows on the
interconnection.
In 1999, NVP added the Crystal Transmission Project. This project
increased the transfer capability into the Las Vegas Valley up to 950 MWs by
looping the Navajo-McCullough 500 kilovolt line into the new Crystal substation
(located 6 miles northeast of Harry Allen station) and adding 54 miles of 230
kilovolt transmission lines from Crystal substation to Harry Allen station and
into the Las Vegas Valley. The project also provided necessary voltage and flow
control for the northern Las Vegas Valley by looping all 230 kilovolt lines in
the vicinity into Harry Allen substation and adding two 672 kilovolt-ampere
transformers and two 672 kilovolt-ampere phase shifting transformers at Crystal
substation. In total, the Company as 386 miles of 230 kilovolt, 344 miles of
138 kilovolt and 485 miles of 69 kilovolt transmission lines in service.
<PAGE>
PAGE 15
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.
-------------------------------------------------------------
SPPC sold approximately 10,211,800 Mwh of electric energy for the year
ended December 31, 1999 and sold approximately 13,387,800 Mcf of natural
gas at retail during the same period. Related electric energy revenue was
$601.0 million for the year ended December 31, 1999. Related natural gas
revenue was $75.4 million for the same period.
NVP sold approximately 16,157,600 Mwh of electric energy for the year ended
December 31, 1999. Related electric energy revenue was $977.3 million for
the year ended December 31, 1999.
(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.
-------------
SPPC sold approximately 506,300 Mwh of electric energy at retail to
customers in the State of California with related revenue of $38.8 million
for the year ended December 31, 1999. SPPC had no natural gas sales outside
the State of Nevada.
NVP had no retail electric energy sales outside the State of Nevada.
(c) Number of Kwh of electric energy and Mcf of natural or manufactured
-------------------------------------------------------------------
gas sold at wholesale outside the State in which each such company
------------------------------------------------------------------
is organized, or at the State line.
-----------------------------------
SPPC sold approximately 435,700 Mwh at wholesale to customers in the State
of California with related revenue of $18.2 million for the year ended
December 31, 1999. SPPC had no wholesale gas sales outside the State of
Nevada.
NVP sold approximately 465,800 Mwh at wholesale to customers outside the
State of Nevada with related revenue of $17.0 million for the year ended
December 31, 1999. NVP does not sell natural gas.
<PAGE>
PAGE 16
(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.
----------------------------------------------
SPPC purchased approximately 5,085,800 Mwh of electric energy from outside
the State of Nevada during the year ended December 31, 1999 at a cost of
$175.0 million. SPPC purchased approximately 45,829,000 Mcf of natural gas
from outside the State of Nevada at a cost of $47.5 million during the year
ended December 31, 1999 of which approximately 13,470,100 Mcf were used for
local distribution and approximately 31,612,800 Mcf were used for electric
power generation.
NVP purchased approximately 5,147,300 Mwh of electric energy from outside
the State of Nevada during the year ended December 31, 1999 at a cost of
$131.0 million.
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 17
(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 18
The above named claimant has caused this statement to be duly executed on behalf
of its authorized officer on this 29th day of February 2000.
--------------------------
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, 1999.
Consolidating Statement of Income for the year ended
December 31, 1999.
Consolidating Statement of Retained Earnings (surplus)
for the year ended December 31, 1999.
Please see the reporting format introduction below.
Exhibit 27
----------
Financial Data Schedule for the year ended December 31, 1999.
Exhibit C
---------
Inapplicable.
(Footnote to Exhibit A)-Reporting Format Introduction:
------------------------------------------------------
This introduction is designed to introduce the reader to the reporting
format used in the Sierra Pacific Resources consolidated financial statements
presented in Exhibit A. A merger of Sierra Pacific Resources and Nevada Power
Company was completed on July 28, 1999. The form of this merger results in
reporting and accounting requirements, which may be difficult for the common
user of the document to understand.
The merger between Sierra Pacific Resources and Nevada Power is a reverse
acquisition. Specifically, Sierra Pacific Resources is the legal parent of
Nevada Power Company after the merger. In addition, Sierra Pacific Resources
remained the parent of its pre merger subsidiaries, including Sierra Pacific
Power Company. However, for financial reporting and accounting purposes, Nevada
Power was determined to be the acquiring entity under the guidance of Accounting
Principles Board Opinion No. 16, Business Combinations.
As a result, an unusual situation exists in which the legal parent, Sierra
Pacific Resources is considered to be purchased by its subsidiary, Nevada Power
Company, for financial reporting and accounting purposes.
Therefore, the consolidated financial statements included as exhibits to
this report represent the requirements of purchase accounting, with Nevada Power
Company represented as the acquirer. Under this financial presentation a general
item must be noted. The financial information for 1999 reflects the acquisition
of Sierra Pacific Resources by Nevada Power on August 1, 1999. Therefore, the
results of operations reflect twelve months of information for Nevada Power and
five months of information for Sierra Pacific Resources and its pre merger
subsidiaries.
<PAGE>
EXHIBIT A
Page 1
<TABLE>
<CAPTION>
SIERRA PACIFIC RESOURCES
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1999
(Dollars in thousands)
(Unaudited) SPR SPPC NVP LOS SGHC
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS:
- ------
UTILITY PROPERTY, NET $ 1,698 $ 1,719,190 $ 2,352,641 $ -- $ --
INVESTMENTS IN SUBSIDIARIES AND 1,540,410 62,704 15,644 2,898
OTHER PROPERTY, NET
CURRENT ASSETS 45,937 149,879 196,762 989 20
DEFERRED ASSETS 72,594 164,703 183,282
------------------------------------------------------------------------
TOTAL ASSETS $ 1,660,639 $ 2,096,476 $ 2,748,329 $ 3,887 $ 20
========================================================================
CAPITALIZATION AND
- ------------------
LIABILITIES:
- -----------
COMMON EQUITY $ 1,162,232 $ 673,738 $ 838,573 $ 2,793 $ 62
PREFERRED STOCK 98,500 188,872
LONG-TERM DEBT 625,430 931,004 112
------------------------------------------------------------------------
TOTAL CAPITALIZATION 1,162,232 1,397,668 1,958,449 2,905 62
CURRENT LIABILITIES 493,541 334,972 420,798 601 3
DEFERRED CREDITS 4,866 363,836 369,082 381 (45)
------------------------------------------------------------------------
TOTAL CAPITALIZATION AND
LIABILITIES $ 1,660,639 2,096,476 $ 2,748,329 $ 3,887 $ 20
========================================================================
<CAPTION>
TGPC SWDC E-THREE SPE SPC ELIMINATION CONSOLIDATED
-------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
- ------
UTILITY PROPERTY, NET $ -- $ -- $ -- $ -- $ -- $ -- $ 4,073,529
INVESTMENTS IN SUBSIDIARIES AND 16,408 592 $ 922 $1,723 $ 888 (1,536,309) $ 105,880
OTHER PROPERTY, NET
CURRENT ASSETS 320 42 1,937 689 (56,306) $ 340,269
DEFERRED ASSETS 932 $ 330,497 $ 752,008
-------------------------------------------------------------------------------------
TOTAL ASSETS $ 16,728 $ 634 $ 3,791 $2,412 $ 888 $ 1,262,118 $ 5,271,686
=====================================================================================
CAPITALIZAITON AND
- ------------------
LIABILITIES
- -----------
COMMON EQUITY $ 13,285 $ 583 $(2,804) $4,399 $ 436 $(1,200,568) $ 1,492,729
PREFERRED STOCK $ 287,372
LONG-TERM DEBT 5,324 (5,243) $ 1,556,627
--------------------------------------------------------------------------------------
TOTAL CAPITALIZATION 13,285 583 2,520 4,399 436 (1,205,811) $ 3,336,728
CURRENT LIABILITIES (1,378) 51 1,346 (1,987) 6 (56,307) $ 1,191,646
DEFERRED CREDITS 4,821 (75) 446 $ 743,312
--------------------------------------------------------------------------------------
TOTAL CAPITALIZATION AND
LIABILITIES $ 16,728 $ 634 $ 3,791 $2,412 $ 888 $(1,262,118) $ 5,271,686
======================================================================================
</TABLE>
<PAGE>
EXHIBIT A
Page 2
<TABLE>
<CAPTION>
SIERRA PACIFIC RESOURCES
CONSOLIDATING INCOME STATEMENT
TWELVE MONTHS ENDED
DECEMBER 31, 1999
(Dollars in thousands)
(Unaudited) SPR SPPC NVP LOS SGHC
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
OPERATING REVENUES $ 48,073 $ 322,737 $ 977,261 $ 987 $ 2
OPERATING EXPENSES (2,239) 271,218 844,678 170 (166)
--------------------------------------------------------------
OPERATING INCOME 50,312 51,519 132,583 817 168
OTHER INCOME 481 (2,384) 1,889 18 1
--------------------------------------------------------------
TOTAL INCOME 50,793 49,135 134,472 835 169
NET INTEREST CHARGES 11,809 23,219 64,913 19
--------------------------------------------------------------
INCOME BEFORE OBLIGATED
MANDATORILY REDEEMABLE PREFERRED
SECURITIES 38,984 25,916 69,559 816 169
--------------------------------------------------------------
PREFERRED DIVIDEND REQUIREMENTS
OF SPPC/NP-OBLIGATED
MANDATORILLY REDEEMABLE
PREFERRED SECURITIES -- 1,738 15,172
--------------------------------------------------------------
INCOME BEFORE PREFERRED 38,984 24,178 54,387 816 169
DIVIDEND REQUIREMENTS OF
SUBSIDIARY
LESS: PREFERRED DIV
REQUIREMENTS OF SUBSIDIARY 2,300 96
--------------------------------------------------------------
NET INCOME $ 38,984 $ 21,878 $ 54,291 $ 816 $ 169
==============================================================
<CAPTION>
TGPC SWDC E-THREE SPE SPC ELIMINATION CONSOLIDATED
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING REVENUES $ 1,462 $ -- $5,727 $ 465 $ 4 $(47,587) $1,309,131
OPERATING EXPENSES 751 6 5,199 2,639 66 51 1,122,373
-------------------------------------------------------------------------------------------
OPERATING INCOME 711 (6) 528 (2,174) (62) (47,638) 186,758
OTHER INCOME 4 (151) (142)
-------------------------------------------------------------------------------------------
TOTAL INCOME 711 (6) 532 (2,174) (62) (47,789) 186,616
NET INTEREST CHARGES 151 (151) 99,960
-------------------------------------------------------------------------------------------
INCOME BEFORE OBLIGATED
MANDATORILY REDEEMABLE PREFERRED
SECURITIES 711 (6) 381 (2,174) (62) (47,638) 86,656
-------------------------------------------------------------------------------------------
PREFERRED DIVIDEND REQUIREMENTS
OF SPPC/NP-OBLIGATED
MANDATORILLY REDEEMABLE
PREFERRED SECURITIES 16,910
-------------------------------------------------------------------------------------------
INCOME BEFORE PREFERRED 711 (6) 381 (2,174) (62) (47,638) 69,746
DIVIDEND REQUIREMENTS OF
SUBSIDIARY
LESS: PREFERRED DIV
REQUIREMENTS OF SUBSIDIARY 2,396
-------------------------------------------------------------------------------------------
NET INCOME $ 711 $ (6) $ 381 $(2,174) $(62) $(47,638) $ 67,350
===========================================================================================
</TABLE>
<PAGE>
EXHIBIT A
Page 3
<TABLE>
<CAPTION>
SIERRA PACIFIC RESOURCES
CONSOLIDATING STATEMENT OF
RETAINED
EARNINGS
DECEMBER 31, 1999
(Dollars in thousands)
(Unaudited)
SPR SPPC NVP LOS SGHC
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
RETAINED EARNINGS AT BEGINNING
OF PERIOD $ 184,907 $ 98,679 $ 126,814 $ (13,829) $ (31,732)
INCOME BEFORE PREFERRED
DIVIDENDS 81,497 71,726 54,387 811 166
DIVIDENDS DECLARED 69,442 81,355 97,855 500
----------------------------------------------------------
RETAINED EARNINGS AT END
OF PERIOD $ 196,962 $ 89,050 $ 83,346 $ (13,518) $ (31,566)
==========================================================
<CAPTION>
MERGER
TGPC SWDC E-THREE SPE SPC ELIM. ENTRIES CONSOLIDATED
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
RETAINED EARNINGS AT BEGINNING
OF PERIOD $(1,728) $ (99) $(3,109) $(1,039) $ (2) $ (47,141) $(184,907) $ 126,814
INCOME BEFORE PREFERRED
DIVIDENDS 1,796 (12) (788) (3,645) (75) (90,822) (45,295) 69,746
DIVIDENDS DECLARED 4,000 (178,260) 1,343 76,235
---------------------------------------------------------------------------------------------
RETAINED EARNINGS AT END
OF PERIOD $(3,932) $(111) $(3,897) $(4,684) $(77) $ 40,297 $(231,545) $ 120,325
=============================================================================================
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> OPUR3
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM INTERNAL
COMPANY FINANCIAL STATEMENTS FOR THE TWELVE MONTH PERIOD ENDED DECEMBER 31, 1999
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-ASSETS> 5,271,686
<TOTAL-OPERATING-REVENUES> 1,309,131
<NET-INCOME> 67,350
</TABLE>
