UPPER PENINSULA ENERGY CORP /NEW/
10-Q, 1996-08-12
ELECTRIC SERVICES
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                           UNITED STATES 
                SECURITIES AND EXCHANGE COMMISSION 
                     Washington, D. C.  20549 
                             FORM 10-Q 
 
(Mark One) 
[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  
      SECURITIES EXCHANGE ACT OF 1934 
 
For Quarterly Period Ended              June 30, 1996 
                            _____________________________________ 
                                OR 
[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
      SECURITIES EXCHANGE ACT OF 1934 
 
For the transition period from _______________ to _______________ 
 
Commission file number     0-17427  
                        ___________ 
 
               UPPER PENINSULA ENERGY CORPORATION 
     (Exact name of registrant as specified in its charter) 
 
           Michigan                            38-2817909 
___________________________________     _________________________ 
  (State or other jurisdiction of          (I.R.S. Employer 
   incorporation or organization)         Identification No.) 
 
600 Lakeshore Drive, P.O. Box 130, Houghton, Michigan  49931-0130 
_________________________________________________________________ 
(Address of principal executive offices)               (Zip Code) 
 
(Registrant's telephone no., including area code)  (906) 487-5000 
                                                   ______________ 
 
_________________________________________________________________ 
(Former name, former address and former fiscal year, if changed  
 since last report.) 
 
     Indicate by check mark whether the registrant (1) has filed  
all reports required to be filed by Section 13 or 15(d) of the Securities  
Exchange Act of 1934 during the preceding 12 months (or for such shorter  
period that the registrant was required to file such reports), and (2) has  
been subject to such filing requirements for the past 90 days. Yes  X  No  
                                                                   ____  _____
 
         APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY 

            PROCEEDINGS DURING THE PRECEDING FIVE YEARS 

     Indicate by check mark whether the registrant has filed all documents  
and reports required to be filed by Sections 12, 13 or 15(d) of the  
Securities Exchange Act of 1934 subsequent to the distribution of securities  
under a plan confirmed by a court.  Yes _______    No _______ 
 
               APPLICABLE ONLY TO CORPORATE ISSUERS: 
Indicate the number of shares outstanding of each of issuer's classes of  
common stock, as of the latest practicable date. 
 
As of July 31, 1996, 2,969,215 shares of common stock, no par value 
___________________________________________________________________
 				
<PAGE>                          -2-
 
                UPPER PENINSULA ENERGY CORPORATION 
 
                             FORM 10-Q 
 
                           JUNE 30, 1996 
 
                        TABLE OF CONTENTS 
 
                                                              Page No. 
                                                              ________ 
 
Part I.    FINANCIAL INFORMATION 
 
  Item 1.  Financial Statements 
 
           Consolidated Statements of Income - Three  
           Months Ended June 30, 1996 and June 30, 1995             3 
 
           Consolidated Statements of Income - Six  
           Months Ended June 30, 1996 and June 30, 1995             4 
 
           Consolidated Statements of Cash Flow - 
           Six Months Ended June 30, 1996 and  
           June 30, 1995                                            5 
 
           Consolidated Balance Sheets - June 30, 
           1996 and June 30, 1995 
 
             Assets                                                 7 
             Capitalization and Liabilities                         8 
 
 
  Item 2.  Management's Discussion and Analysis of  
           Financial Conditions and Results of  
           Operations                                               9 
 
Part II.   OTHER INFORMATION                                       12 
 
  Items 1. through 4.                                              N/A 
 
  Item 5.  Other Information                                       12 
 
  Item 6.  Exhibits and Reports on Form 8-K                        13 
 
 
 
<PAGE>                          -3- 
 
                  PART I - FINANCIAL INFORMATION 
 
Item 1.  Financial Statements 
 
                 CONSOLIDATED STATEMENTS OF INCOME 
 
<TABLE>
<CAPTION>

                                                Three Months Ended 
                                                      June 30 
                                                    (Unaudited) 
                                                __________________ 
                                                  1996         1995 
                                              (Thousands of Dollars) 
 
<S>                                             <C>          <C>
Operating Revenues........................      $13,810      $14,523 
                                                _______      _______ 
Operating Expenses:  
  Operation - Power Supply Costs..........        4,121        4,704 
            - Other.......................        3,679        3,422 
  Maintenance.............................          749          781 
  Depreciation and Amortization...........        1,505        1,431 
  Federal Income Tax .....................          513          727 
  Taxes Other Than Federal Income Taxes -  
    Ad Valorem............................          851          823 
    Other.................................          361          336 
                                                _______      _______ 
          Total...........................       11,779       12,224 
                                                _______      _______ 
Operating Income..........................        2,031        2,299 
                                                _______      _______ 
Other Income (Deductions): 
  Interest Income.........................           22           12 
  Other...................................            1          (13) 
  Federal Income Tax Expense..............           (2)          11 
                                                _______      _______ 
          Total...........................           21           10 
                                                _______      _______ 
 
Income Before Interest Charges............        2,052        2,309 
                                                _______      _______ 
Interest Charges:  
  Interest on Long-Term Debt..............          972          977 
  Amortization of Debt Expense............           18           18 
  Other Interest Expense..................           44           21 
                                                _______      _______ 
          Total...........................        1,034        1,016 
                                                _______      _______ 
Income Before Dividends on Preferred  
  Stock of Subsidiary.....................        1,018        1,293 
Dividends on Preferred Stock of  
  Subsidiary..............................            6            7 
                                                _______      _______ 
Net Income................................      $ 1,012      $ 1,286 
                                                =======      ======= 
Average Number of Shares Outstanding......    2,969,215    2,969,215 
 
Earnings Per Share of Common Stock........        $0.34        $0.44 
 
Dividends Paid Per Share of Common Stock..        $0.3125      $0.30 

</TABLE>

 
 
<PAGE>                          -4- 
 
                  PART I - FINANCIAL INFORMATION 
 
Item 1.  Financial Statements (continued) 
 
                 CONSOLIDATED STATEMENTS OF INCOME 
 
<TABLE>
<CAPTION>

                                                Six Months Ended 
                                                    June 30 
                                                  (Unaudited)  
                                           ______________________ 
                                               1996       1995 
                                           (Thousands of Dollars) 
 
<S>                                           <C>        <C>
Operating Revenues........................    $29,382    $31,280 
                                              _______    _______ 
Operating Expenses: 
  Operation - Power Supply Costs..........      8,814     10,063 
            - Other.......................      7,449      6,702 
  Maintenance.............................      1,573      1,421 
  Depreciation and Amortization...........      3,010      2,861 
  Federal Income Tax......................      1,374      2,054 
  Taxes Other Than Federal Income Taxes - 
    Ad Valorem............................      1,708      1,648 
    Other.................................        748        691 
                                              _______    _______ 
          Total...........................     24,676     25,440 
                                              _______    _______ 
 
Operating Income..........................      4,706      5,840 
                                              _______    _______ 
Other Income (Deductions): 
  Interest Income.........................         39         25 
  Other...................................         26        (25) 
  Federal Income Tax Expense..............         (9)        17 
                                              _______    _______ 
          Total...........................         56         17 
                                              _______    _______ 
Income Before Interest Charges............      4,762      5,857 
                                              _______    _______ 
Interest Charges: 
  Interest on Long-Term Debt..............      1,946      1,955 
  Amortization of Debt Expense............         37         37 
  Other Interest Expense..................         60         29 
                                              _______    _______ 
          Total...........................      2,043      2,021 
                                              _______    _______ 
Income Before Dividends on Preferred 
  Stock of Subsidiary.....................      2,719      3,836 
Dividends on Preferred Stock of  
  Subsidiary..............................         12         14 
                                              _______    _______ 
Net Income................................    $ 2,707    $ 3,822 
                                              =======    ======= 
Average Number of Shares Outstanding......  2,969,215  2,969,215 
 
Earnings Per Share of Common Stock........      $0.91      $1.29 
 
Dividends Paid Per Share of Common Stock..      $0.625     $0.60 

</TABLE>

 
<PAGE>                          -5- 
 
Item 1.  Financial Statements (continued)  
 
               CONSOLIDATED STATEMENTS OF CASH FLOW 
 
<TABLE>
<CAPTION>

                                              Six Months Ended 
                                                  June 30 
                                                (Unaudited) 
                                            ____________________ 
                                               1996       1995 
                                          (Thousands of Dollars) 
<S>                                          <C>        <C>
Cash Flows from Operating Activities: 
  Net Income..............................   $ 2,707    $ 3,822 
  Adjustments to Reconcile Net Income  
  to Net Cash Provided by Operating  
  Activities:  
    Depreciation and Amortization.........     3,010      2,861 
    Dividends on Preferred Stock of  
      Subsidiary..........................        12         14 
    Allowance for Equity Funds Used  
      During Construction.................       (38) 
    Deferred Federal Income Taxes and  
      Investment Tax Credit...............       (87)       556 
    Prepaid and Accrued Pension...........      (740)       748 
    Other.................................       379        964 
  Changes in Assets and Liabilities:  
    Accounts Receivable...................     1,030        453 
    Inventories...........................      (127)      (254) 
    Prepayments...........................        (4)       273 
    Accrued Ad Valorem Taxes..............       (84)       (80) 
    Accounts Payable and Accrued Accounts.    (1,735)    (1,389) 
                                             _______    _______ 
        Cash Flows From Operating  
        Activities........................     4,323      7,968 
                                             _______    _______ 
Cash Flows from Investing Activities: 
    Plant and Property Additions  
      (excluding Allowance for Funds Used  
      During Construction)................    (4,724)    (5,895) 
    Allowance for Borrowed Funds Used  
      During Construction.................       (50)  
    Other - Net...........................       (75)      (401) 
                                             _______    _______ 
        Cash Flows from Investing  
          Activities......................    (4,849)    (6,296) 
                                             _______    _______ 
Cash Flows From Financing Activities: 
    Retirement of Long-Term Debt and  
      Preferred Stock.....................      (207)      (223) 
    Dividends.............................    (1,868)    (1,795) 
    Increase in Notes Payable.............     2,500      1,000 
                                             _______    _______ 
        Cash Flows from Financing  
          Activities......................       425     (1,018) 
                                             _______    _______ 
</TABLE>
 
 
<PAGE>                          -6- 
 
Item 1.  Financial Statements (continued) 
 
         CONSOLIDATED STATEMENTS OF CASH FLOW (continued) 
 
<TABLE>
<CAPTION>
                                              Six Months Ended 
                                                  June 30 
                                                (Unaudited) 
                                            ____________________ 
                                               1996       1995 
                                          (Thousands of Dollars) 
 
<S>                                          <C>        <C>
Net Increase (Decrease) in Cash and  
  Cash Equivalents........................      (101)       654 
Cash and Cash Equivalents at the  
  Beginning of Period.....................     3,249      2,887 
                                             _______    _______ 
Cash and Cash Equivalents at the End  
  of Period...............................   $ 3,148    $ 3,541 
                                             =======    ======= 
Supplemental Cash Flows Information:  
    Interest Paid.........................   $ 2,049    $ 2,045 
                                             =======    ======= 
    Income Taxes Paid.....................   $ 1,250    $ 1,250 
                                             =======    ======= 
</TABLE>
 
 
<PAGE>                            -7- 
 
Item 1.  Financial Statements (continued) 
 
                    CONSOLIDATED BALANCE SHEETS 
 
ASSETS  
 
<TABLE>
<CAPTION>
                                         June 30     December 31 
                                           1996          1995 
                                       (Unaudited) 
                                       ___________   ___________ 
                                         (Thousands of Dollars) 
 
<S>                                      <C>           <C>
Utility Plant:  
  Electric Plant in Service............  $161,709      $162,506 
  Less Accumulated Depreciation and  
    Amortization.......................    74,009        71,736 
                                         ________      ________ 
 
        Net Electric Plant in Service..    87,700        90,770 
  Construction Work in Progress........    14,525        10,045 
                                         ________      ________ 
 
        Net Utility Plant..............   102,225       100,815 
                                         ________      ________ 
 
Other Property and Investments.........     5,947         5,726 
                                         ________      ________ 
 
Current Assets:  
  Cash and Cash Equivalents............     3,148         3,249 
  Accounts Receivable (less allowance  
    for doubtful accounts of $86)......     5,796         6,195 
  Revenue Receivable - Power Supply  
    Cost Recovery-Net..................                     631 
  Inventories - at average cost:  
    Materials and Supplies.............     2,290         2,176 
    Fuel...............................       276           263 
  Prepayments..........................       364           360 
  Accrued Ad Valorem Taxes.............     3,524         3,440 
  Deferred Federal Income Taxes........     1,198         1,219 
                                         ________      ________ 
 
        Total..........................    16,596        17,533 
                                         ________      ________ 
 
Deferred Debits and Other Assets:  
  Unamortized Debt Expense (being  
     amortized over the lives of  
     debt issues)......................       529           550 
  Intangible Pension Plan Asset........     1,821         1,821 
  Other................................     2,002         1,939 
                                         ________      ________ 
        Total..........................     4,352         4,310 
                                         ________      ________ 
 
                                         $129,120      $128,384 
                                         ========      ======== 
</TABLE>
 
<PAGE>                          -8- 
 
              CONSOLIDATED BALANCE SHEETS (continued) 
 
CAPITALIZATION AND LIABILITIES 
 
<TABLE>
<CAPTION>

                                         June 30     December 31 
                                           1996          1995 
                                       (Unaudited) 
                                       ____________  ___________ 
                                         (Thousands of Dollars) 
<S>                                      <C>           <C>
Capitalization:  
  Common Stock and Paid-In-Capital.....  $ 21,540      $ 21,552 
  Retained Earnings....................    21,036        20,185 
                                         ________      ________ 
        Total Common Equity............    42,576        41,737 
 
  Redeemable Preferred Stock...........       457           503 
  Long-Term Debt, less current 
    maturities.........................    43,336        43,508 
                                         ________      ________ 
        Total Capitalization...........    86,369        85,748 
                                         ________      ________ 
 
Current Liabilities:  
  Long-Term Debt Due Within One Year...       236           225 
  Notes Payable........................     3,200           700 
  Accounts Payable.....................     4,098         5,318 
  Accrued Accounts:  
    Taxes - Ad Valorem.................     5,270         5,806 
          - Other......................       317           147 
    Wages and Benefits.................     2,735         3,324 
    Interest...........................       909           871 
    Revenue Payable - Power Supply 
      Cost Recovery-Net................       212 
    Other..............................       194             4 
                                         ________      ________ 
        Total..........................    17,171        16,395 
                                         ________      ________ 
 
Deferred Credits:  
  Deferred Federal Income Taxes........     6,762         6,779 
  Unamortized Investment Tax Credit....     2,834         2,925 
  Customer Advances for Construction...     1,477         1,283 
  Accrued Pensions.....................     3,329         4,069 
  Regulatory Liabilities...............     5,355         5,355 
  Post Retirement Health and Life......     3,077         2,883 
  Other................................     2,746         2,947 
                                         ________      ________ 
        Total..........................    25,580        26,241 
                                         ________      ________ 
Commitments and Contingencies..........                         
                                         ________      ________ 
 
                                         $129,120      $128,384 
                                         ========      ======== 
 
</TABLE>

<PAGE>                          -9- 
 
 
Item 1.  Financial Statements (continued) 
         ________________________________ 
 
     On January 1, 1996 the Company adopted Statement of Financial 
Accounting Standards No. 121, Accounting for the Impairment of Long-Lived 
Assets and for Long-Lived Assets to Be Disposed Of and Statement of  
Financial Accounting Standards No. 123, Accounting for Stock-Based 
Compensation.  Adoption of these Statements did not have a significant  
impact on the Company's financial statements. 

     On April 24, 1996, the Federal Energy Regulatory Commission (FERC)  
issued Order No. 888, which requires the Company to file open access  
transmission tariff, and Order No. 889, requiring the Company to set  
procedures for implementation of standards of conduct utilizing an open  
access same time information system. 

     On July 5, 1996, Upper Peninsula Power Company submitted an application  
to the FERC asking for waiver of, or in the alternative, extension of time  
to comply with Order No. 888 and Order No. 889. 

     In the opinion of management, the information furnished reflects all  
adjustments which are necessary for a fair statement of results for the  
interim period.  Certain items previously reported have been reclassified to  
conform to the current presentation in the financial statements. 
 
Item 2.  Management's Discussion and Analysis of Financial 
         Conditions and Results of Operations 
         _________________________________________________ 
 
    Second Quarter of 1996 Compared to Second Quarter of 1995 
    _________________________________________________________ 
 
     Operating revenues for the second quarter of 1996 were $13,810,000  
compared to $14,523,000 for the same quarter of  
 
 
<PAGE>                         -10- 


1995, a decrease of $713,000 (4.9%).  The decrease in revenues was mainly  
due to the 5.7% rate reduction granted Michigan Public Service Commission  
jurisdictional customers effective during the second quarter of 1995, the  
decommissioning of K.I. Sawyer Air Force Base, and the pass through of lower  
power supply costs. 

     Power supply costs for the second quarter decreased 12.4% from the 1995  
period.  This decrease is the result of a 8.5% reduction in mWh sales  
together with a 5.5% reduction in the average unit cost of power supply  
resulting from an 8.1% increase in hydro generation and some low unit cost  
short-term power purchases. 

     Total other operation and maintenance expenses increased 5.4% during  
the second quarter of 1996.  The increase was the result of higher  
administrative and general expenses brought about by increases in employee- 
related costs, regulatory expenses and rents, together with a higher level  
of expense charged by the operating department due to a reduced construction  
program during the second quarter of 1996 compared to 1995. 

     Depreciation and ad valorem taxes increased in the second quarter due  
to an increase in plant-in-service. 

     Based on the above changes net income decreased by $274,000 (21.3%),  
compared to the second quarter of 1995.  Earnings per average common share  
for the three months ended June 30, 1996 were $0.34 compared to $0.44 for  
the same period in 1995. 
 
                 First Six Months of 1996 Compared 
                    to First Six Months of 1995 
                 _________________________________ 
 
     Net income decreased $1,115,000 in the first six months of  
 
 
 
<PAGE>                         -11- 


1996 compared to the same period last year.  Earnings per average Common  
share for the six months ended June 30, 1996 and 1995 were $0.91 and $1.29  
respectively. 

     Operating revenues for the six months ended June 30, 1996 were  
$29,382,000 compared to $31,280,000 for the corresponding period of the  
prior year, a decrease of $1,898,000 (6.1%).  The decrease was due primarily  
to the 5.7% rate reduction granted Michigan Public Service Commission  
jurisdictional customers effective during the second quarter of 1995, the  
decommissioning of K.I. Sawyer Air Force Base, and the pass through of lower  
power supply costs. 

     Power supply costs for the six months ended June 30, 1996 were  
$1,249,000 (12.4%) lower than the previous period.  A 5.9% reduction in mWh  
sales and a 7.1% decrease in the average unit cost of power supply brought  
about by an 18.4% increase in hydro generation and low unit cost short-term  
purchases contributed to the lower power supply cost in the current period. 

     Total other operation and maintenance expenses rose 11.1% for the six  
months ended June 30, 1996 due mainly to higher employee-related costs and  
regulatory expenses as well as a higher level of expense charged by the  
operating department due to a reduced construction program during the  
current period. 

     Depreciation and ad valorem taxes increased in the current period due  
to an increase in plant-in-service.   

     No other component of the Corporation's first six months of 1996  
operations changed significantly. 
 
                    Other Financial Information 
                    ___________________________ 
 
    During the second quarter of 1996, the Corporation's cash  
 
 
<PAGE>                         -12- 


requirements were met through funds that were internally generated and  
short-term borrowings.  There were $3,200,000 of short-term borrowings at  
June 30, 1996 compared to $700,000 at December 31, 1995. 

     The Corporation's primary subsidiary, Upper Peninsula Power Company  
(UPPCO), has indentures relating to first mortgage bonds containing certain  
limitations on the payment of cash dividends on common stock.  Under the  
most restrictive of these provisions, approximately, $15,096,000 of  
consolidated retained earnings is available at June 30, 1996, for payment of  
common stock cash dividends by the Corporation.  At December 31, 1995  
unrestricted retained earnings were approximately $14,182,000. 

     On July 5, 1996 Upper Peninsula Power Company submitted an application  
to the Federal Energy Regulatory Commission asking for waiver of, or in the  
alternative, extension of time to comply with Order No. 888 which requires  
the Company to file open access transmission tariff and Order No. 889  
requiring that the Company set procedures for implementation of standards of  
conduct utilizing an open access same time information system. 
 
                    Part II - OTHER INFORMATION 
                   ____________________________ 
 
Item  1.  Legal Proceedings                                  N/A 
 
Item  2.  Changes in Securities                              N/A 
 
Item  3.  Defaults Upon Senior Securities                    N/A 
 
Item  4.  Submission of Matters to a Vote of  
          Security Holders                                   N/A 
 
Item  5.  Other Information 
 
          In December 1995, 16 employees (excluding 
          employees working in facilities operated for 
          others) took part in a voluntary severance 
          program.  These individuals left UPPCO's work 
          force in the second quarter of 1996.  Therefore, 
          the savings brought about through these employee 
          reductions have not yet been fully realized. 
 
 
<PAGE>                         -13- 

 
Item  6.  Exhibits and Reports on Form 8-K 
          ________________________________ 
 
          (a)  List of Exhibits required by Item 601 of  
               Regulation S-K 
 
Exhibit No.                Description of Exhibit 
___________                ______________________ 
 
   (2)      Plan of acquisition, reorganization,  
            arrangement, liquidation or succession           N/A 
   (4)      Instruments defining the rights of security  
            holders,including indentures 
 
              [INSTRUMENTS TO WHICH UPPCO IS A PARTY] 
 
       4.1(a)-1  ---  Indenture of Mortgage dated May 1, 1947  
                        relating to UPPCO's First Mortgage Bonds. 
                        (Exhibit 4(d)-1 to Form 8-K, dated  
                        December 13, 1988) 
       4.1(a)-2  ---  Supplemental Indenture dated as of May 1, 
                        1947. 
                        (Exhibit 4(d)-2 to Form 8-K, dated  
                        December 13, 1988) 
       4.1(a)-3  ---  Second Supplemental Indenture dated as of 
                        December 1, 1948. 
                        (Exhibit 4(d)-3 to Form 8-K, dated  
                        December 13, 1988) 
       4.1(a)-4  ---  Third Supplemental Indenture dated as of 
                        November 1, 1950. 
                        (Exhibit b(1)(d)4 to Registration No.  
                        2-66759)* 
       4.1(a)-5  ---  Fourth Supplemental Indenture dated as of 
                        October 1, 1953. 
                        (Exhibit b(1)(d)5 to Registration No.  
                        2-66759)* 
       4.1(a)-6  ---  Fifth Supplemental Indenture dated as of 
                        April 1, 1957. 
                        (Exhibit b(1)(d)6 to Registration No.  
                        2-66759)* 
       4.1(a)-7  ---  Sixth Supplemental Indenture dated as of 
                        September 1, 1958. 
                        (Exhibit b(1)(d)7 to Registration No.  
                        2-66759)* 
       4.1(a)-8  ---  Seventh Supplemental Indenture dated as of  
                        May 1,1961. 
                        (Exhibit b(1)(d)8 to Registration No.  
                        2-66759)* 
       4.1(a)-9  ---  Eighth Supplemental Indenture dated as of  
                        May 1, 1963. 
                        (Exhibit b(1)(d)9 to Registration No.  
                        2-66759)* 
       4.1(a)-10  --- Ninth Supplemental Indenture dated as of  
                        January 1, 1971. 
                        (Exhibit 4(d-10 to Form 8-K, dated  
                        December 13, 1988) 
       4.1(a)-11  --- Tenth Supplemental Indenture dated as of 
                        November 1, 1973. 
                        (Exhibit 4(d-11 to Form 8-K, dated  
                        December 13, 1988) 
 
 
<PAGE>                         -14- 

 
       4.1(a)-12  --- Eleventh Supplemental Indenture dated as  
                        of May 1, 1976. 
                        (Exhibit 4(d-12 to Form 8-K, dated  
                        December 13, 1988) 
       4.1(a)-13  --- Twelfth Supplemental Indenture dated as of 
                        August 1, 1981 
                        (Exhibit 4(a)-13 to Form 10-K, dated  
                        March 26, 1982)* 
       4.1(a)-14  --- Thirteenth Supplemental Indenture dated  
                        as of November 1, 1988 
                        (Exhibit 4(d-14 to Form 8-K, dated  
                        December 13, 1988) 
       4.1(a)-15  --- Fourteenth Supplemental Indenture dated  
                        as of November 1, 1991 
                        (Exhibit 4.1(a)-15 to Form 10-Q, dated  
                        November 11, 1991) 
       4.1(a)-16  --- Fifteenth Supplemental Indenture dated as  
                        of March 1, 1993 
                        (Exhibit 4.1(a)-16 to Form 10-K, dated  
                        March 25, 1993) 
       4.1(b)     --- Installment Sales Contract between the  
                        Village of L'Anse and UPPCO dated May 1, 
                        1974. 
                        (Exhibit A-II to Form 8-K, dated  
                        July 10, 1974)* 
       4.1(c)-1   --- Lease and Security Agreement dated May 9,  
                        1977 between UPPCO, as lessee and  
                        debtor, and PruLease, Inc., as lessor  
                        and secured party. 
                        (Exhibit 5 to Form 10-K dated March 28,  
                        1978)* 
       4.1(c)-2   --- Amendment No. 1 to Lease and Security  
                        Agreement dated June 29, 1979 between  
                        UPPCO, as lessee and debtor, and  
                        PruLease, Inc. as lessor and secured  
                        party. 
                        (Exhibit b(1)(d)15 to Registration No.  
                        2-66759)* 
       4.1(c)-3   --- Amendment No. 2 to Lease and Security  
                        Agreement dated May 1, 1982 between  
                        UPPCO, as lessee and debtor, and  
                        PruLease, Inc. as lessor and secured  
                        party. 
                        (Exhibit 4(c)-3 to Form 10-K dated  
                        March 28, 1983)* 
       4.1(c)-4   --- Loan Agreement dated as of June 30, 1988  
                        between UPPCO and First of America  
                        Bank-Copper Country (Exhibit 4.1(c)-4  
                        to Form 10-K dated March 29, 1989) 
       4.1(d)     --- Lease Agreement dated as of November 13,  
                        1991 between UPPCO and UPBDC 
                        (Exhibit 4.1(d) to Form 10-K dated  
                        March 25, 1992) 
 
              [INSTRUMENTS TO WHICH UPBDC IS A PARTY] 
 
       4.2(a)     --- Trust Indenture, Mortgage and Security  
                        Agreement dated November 1, 1991,  
                        relating to UPBDCO's Senior Secured  
                        Note  
 
 
<PAGE>                         -15- 

 
                        (Exhibit 4.2(a) to Form 10-K dated  
                        March 25, 1992) 
       4.2(c)     --- Loan Agreement dated as of June 20, 1989  
                        between UPBDC and National Bank of  
                        Detroit. 
                        (Exhibit 4.2(c) to Form 10-K, dated  
                        March 28, 1990) 
       4.2(d)     --- Lease Agreement dated as of November 13,  
                        1991 between UPBDC and UPPCO 
                        (Exhibit 4.2(d) to Form 10-K dated  
                        March 25, 1992 
 
       *       Parenthetical references following descriptions  
               of Upper Peninsula Power Company instruments are  
               to filings made  by that company.  1934 ACT File  
               No. is 0-1276 
 
  (11)  Statement re computation of per share earnings       N/A 
 
  (15)  Letter re unaudited interim financial information    N/A 
 
  (18)  Letter re change in accounting principles            N/A 
 
  (19)  Report furnished to security holders                 N/A 
 
  (22)  Published report regarding matters submitted 
        to vote of security holders                          N/A 
 
  (23)  Consents of experts and counsel 
        23(a) - Consent of Independent Certified Public  
                Accountants                                  N/A 
 
  (24)  Power of attorney                                    N/A 
 
  (27)  Financial Data Schedule, which is submitted 
        electronically to the Securities and Exchange 
        Commission for information only                      N/A 
 
  (99)  Additional Exhibits                                  N/A 
 
Item  6(b).  Reports on Form 8-K 
 
             No Form 8-K was filed during the quarter for  
             which this report filed. 
 
 
<PAGE>                         -16- 
 
 
 
                       S I G N A T U R E S 
 
 
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, 
the Registrant has duly caused this report to be signed on its behalf by the 
undersigned, thereunto duly authorized. 
 
 
 
                               UPPER PENINSULA ENERGY CORPORATION 
                                        (Registrant) 
 
 
 
Date:  August 12, 1996 
 
 
                                   /s/  B. C. Arola
                                        B. C. Arola 
                          Vice President, Treasurer and Secretary 
                               (Principal Financial Officer) 
 



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