FORM U-3A-2
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Statement by Holding Company
Claiming Exemption Under Rule U-3A-2
from Provisions of the Public Utility
Holding Company Act of 1935.
To be filed annually prior to March 1.
WPS RESOURCES CORPORATION hereby files with the Securities and Exchange
Commission, pursuant to Rule U-3A-2, its statement claiming exemption as a
holding company from the provisions of the Public Utility Holding Company Act
of 1935, and submits the following information:
1. Name, state of organization, location and nature of business of claimant
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and every subsidiary thereof, other than any exempt wholesale generator
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(EWG) or foreign utility company in which claimant directly or
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indirectly holds an interest.
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WPS Resources Corporation, ("WPSR"), is the claimant hereunder and was
-------------------------
incorporated on December 3, 1993 under the laws of the state of
Wisconsin and has its principal executive office at 700 North Adams
Street, P. O. Box 19001, Green Bay, Wisconsin 54307-9001. WPSR was
organized for the purpose of becoming the new parent holding company in
a corporate restructuring. Effective September 1, 1994, WPSR, as the
result of a share-for-share exchange of common stock with Wisconsin
Public Service Corporation ("WPSC"), became the parent of WPSC. After
the exchange, WPSR owned 100% of WPSC's common stock, consisting of
23,896,962 shares, with $4 per share par value. The directors of WPSR
are in each case directors of WPSC. The majority of WPSR's officers are
also officers of WPSC. The total consolidated assets of WPSR at
December 31, 1997 were $1,435,804,000. WPSR is not a public utility.
Subsidiaries of WPSR consist of the following:
a. Wisconsin Public Service Corporation ("WPSC") was incorporated on
------------------------------------
July 17, 1883 under the laws of the state of Wisconsin and has its
principal executive office at 700 North Adams Street,
P. O. Box 19001, Green Bay, Wisconsin 54307-9001. The directors
of WPSC are also directors of WPSR. WPSR owns 100% of WPSC's
capital stock, consisting of 23,896,962 shares of common stock,
with a $4 per share par value. The total assets of WPSC at
December 31, 1997 were $1,233,954,000, or 85.9% of WPSR's assets.
WPSR's equity in net income for the year 1997 was $61,631,000.
WPSC is an operating public utility company engaged chiefly in the
production, transmission, distribution, and sale of electricity
and in the purchase, distribution, and sale of gas. WPSC serves
<PAGE>
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approximately 375,000 electric customers and 218,000 gas customers
in 11,000 square miles in northeastern and central Wisconsin and
an adjacent part of Upper Michigan. About 97% of operating
revenues in the year 1997 were derived from Wisconsin customers,
and 3% from Michigan customers.
(1) WPS Leasing, Inc. ("WPS Leasing") is a nonutility company
-----------------
and was incorporated on September 22, 1994 under the laws of
the state of Wisconsin and has its principal office at the
principal executive offices of WPSC. WPSC owns 100% of
WPS Leasing's capital stock. The intended principal
business of WPS Leasing is to participate in the financing
of specific utility projects.
(2) Wisconsin Valley Improvement Company, ("Improvement
------------------------------------
Company") of which WPSC owns 26.9% of the voting stock, is
incorporated under the laws of the state of Wisconsin and
has its principal office at Wausau, Wisconsin. Improvement
Company operates a system of dams and water reservoirs on
the Wisconsin River and tributary streams to produce as
nearly a uniform stream flow as practicable through all
seasons, and charges water tolls to benefited power plant
owners as determined semiannually by the Public Service
Commission of Wisconsin, all pursuant to special enactments
of the Wisconsin Legislature (as amended by Chapter 497,
Wisconsin Laws of 1939). It generates no electric energy
and renders no public utility services. Total assets of
Improvement Company at December 31, 1997 were $721,000, or
.06% of WPSC's assets. WPSC's equity in net income for
Improvement Company for the year 1997 was $21,000, or .03%
of WPSC's total net income. It is believed that Improvement
Company is not a "public utility company" as defined in the
Public Utility Holding Company Act of 1935. In findings and
opinion promulgated October 28, 1940, in File No. 31-480
(8 S.E.C. Decisions, P. 134), to which reference is hereby
made, the Commission declared said Improvement Company not
to be a subsidiary of WPSC.
(3) Wisconsin River Power Company ("River Company"), of which
-----------------------------
WPSC owns 33.1% of the voting stock, is incorporated under
the laws of the state of Wisconsin and has its principal
office at Wisconsin Rapids, Wisconsin. River Company's
business consists of the operation of two hydroelectric
plants on the Wisconsin River, the output of which is sold
in equal parts to three companies, including WPSC, which
three companies own all outstanding stock of River Company
in substantially equal parts. Total assets of River Company
at December 31, 1997 were $6,214,000, or .51% of WPSC's
assets. WPSC's equity in net income for River Company for
the year 1997 was $493,000, or .76% of WPSC's total net
<PAGE>
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income. Further information concerning the nature of the
business of River Company is set forth in findings and
opinions of the Commission entered in reference to River
Company on January 29, 1948 in File Nos. 70-1656 and 31-551
(27 S.E.C. Decisions, P. 539) and its orders in Docket
No. EL79-10.
b. WPS Energy Services, Inc. ("ESI"), is a nonutility company
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incorporated on October 12, 1994 under the laws of the state of
Wisconsin with its principal offices at 677 Baeten Road,
Green Bay, WI 54304. WPSR owns 100% of ESI's capital stock. The
intended principal business of ESI is to provide electric and gas
marketing services, real-time energy management services, project
management, and energy consulting services to wholesale and retail
participants in the nonregulated energy market. ESI also holds a
power marketers license from the Federal Energy Regulatory
Commission.
c. WPS Power Development, Inc. ("PDI"), is a nonutility company
---------------------------
incorporated on December 21, 1994 under the laws of the state of
Wisconsin with its principal offices at 677 Baeten Road,
Green Bay, WI 54304. WPSR owns 100% of PDI's capital stock. The
intended principal business of PDI is to develop and purchase
electric generation and related projects and to provide
(i) project development, (ii) engineering and project management,
(iii) operations and maintenance and (iv) acquisition and
investment analysis services to the nonregulated power generation
industry.
(1) PDI Stoneman, Inc. ("PDI Stoneman") is a nonutility company
------------------
incorporated on April 1, 1996 under the laws of the state of
Wisconsin with its principal offices at the principal
offices of PDI. PDI owns 100% of PDI Stoneman's capital
stock. The intended principal business of PDI Stoneman is
to own 66-2/3% of Mid-American Power LLC, an exempt
wholesale generator who owns the E. J. Stoneman Generating
Station.
(2) PDI Operations, Inc. (formerly known as PDI Stoneman
--------------------
Operations, Inc.) is a nonutility company incorporated on
May 30, 1996 under the laws of the state of Wisconsin with
its principal offices at the principal offices of PDI. PDI
owns 100% of PDI Operations, Inc.'s capital stock. The
intended principal business of PDI Operations, Inc. is to
provide operation and maintenance technical services for the
E. J. Stoneman Generating Station.
(3) Mid-American Power Ventures, LLC ("Power Ventures") is a
--------------------------------
nonutility company incorporated on August 21, 1996 under the
laws of the state of Wisconsin with its principal offices at
<PAGE>
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the principal offices of PDI. PDI owns 75% of Power
Ventures. The intended principal business of Power Ventures
is to develop power production facilities with other
partners and eventually establish a fund to invest in power
production facilities.
(4) Neulite Industries of Wisconsin, LLC ("Neulite") is a
------------------------------------
nonutility company incorporated on September 25, 1996 under
the laws of the state of Wisconsin with its principal
offices at the principal offices of PDI. PDI owns 50% of
Neulite. The intended principal business of Neulite is to
own, construct, and operate lightweight aggregate production
facilities.
d. WPS Visions, Inc., ("Visions") is a nonutility company
-----------------
incorporated on July 12, 1996 under the laws of the state of
Wisconsin with its principal offices at the principal executive
offices of WPSR. WPSR owns 100% of Visions' capital stock. The
intended principal business of Visions is to participate in energy
and energy-related nonutility ventures.
e. Upper Peninsula Power Company ("UPPCO") was incorporated in 1947
-----------------------------
under the laws of the state of Michigan with its principal offices
at 600 Lakeshore Drive, Houghton, Michigan 49931. WPSR owns 100%
of UPPCO's capital stock, consisting of 1,473,736 shares of common
stock, with a $0 per share par value. The total assets of UPPCO
at December 31, 1997 were $131,599,000, or 9.2% of WPSR's assets.
WPSR's equity in net income for the year 1997 was $3,717,000. The
directors of UPPCO are all officers or directors of WPSR. UPPCO
is engaged in the generation, purchase, transmission,
distribution, and sale of electric energy in the Upper Peninsula
of Michigan in the Counties of Alger, Baraga, Delta, Houghton,
Iron, Keweenaw, Marquette, Menominee, Ontonagon, and Schoolcraft.
All of UPPCO's operating revenue is derived from Michigan
customers.
f. Upper Peninsula Building Development Company ("UPBDC") is a
--------------------------------------------
nonutility company incorporated on January 18, 1989 under the laws
of the state of Michigan with its principal offices at
600 Lakeshore Drive, Houghton, Michigan 49931. WPSR owns 100% of
the capital stock of UPBDC. UPBDC owns the building leased to
UPPCO as its corporate headquarters.
g. Penvest, Inc. is a nonutility company incorporated on October 20,
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1995 under the laws of the state of Michigan with has its
principal offices at 600 Lakeshore Drive, Houghton, Michigan
49931. WPSR owns 100% of the capital stock of Penvest. Penvest
has nonutility investments in communications and real estate.
<PAGE>
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2. A brief description of the properties of claimant and each of its
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subsidiary public utility companies used for the generation,
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transmission, and distribution of electric energy for sale, or for the
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production, transmission, and distribution of natural or manufactured
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gas, indicating the location of principal generating plants,
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transmission lines, producing fields, gas manufacturing plants, and
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electric and gas distribution facilities, including all such properties
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which are outside the state in which claimant and its subsidiaries are
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organized and all transmission or pipelines which deliver or receive
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electric energy or gas at the borders of such state.
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Statistics set forth in the answer to this Item are as of December 31,
1997.
WPS Resources Corporation owns all the stock of WPSC, UPPCO, ESI, PDI,
-------------------------
Visions, UPBDC, and Penvest. In addition to this stock ownership, WPSR
owns a small amount of equipment and software and has a number of small
investments in miscellaneous ventures.
Wisconsin Public Service Corporation owns and operates electric
------------------------------------
properties comprising an integrated system of production, transmission,
and distribution facilities throughout the territory served. Generating
facilities consist of two steam plants (at Green Bay, and south of
Wausau, Wisconsin) with total rated capacity of 883,200 kilowatts
("kw"), a 41.2% share of the Kewaunee Nuclear Power Plant at Kewaunee,
Wisconsin, which WPSC operates and owns jointly with Wisconsin Power and
Light Company and Madison Gas and Electric Company, with a rated
capacity of 515,000 kw (WPSC's share is 212,200 kw), a 31.8% share of
the Columbia Energy Center at Portage, Wisconsin, owned jointly with
Wisconsin Power and Light Company, the operator, and Madison Gas and
Electric Company, with a rated capacity of 1,050,000 kw (WPSC's share is
334,000 kw), a 31.8% share of the Edgewater Steam Plant Unit #4 at
Sheboygan, Wisconsin, owned jointly with Wisconsin Power and Light
Company, the operator, with a rated capacity of 342,000 kw (WPSC's share
is 108,800 kw), combustion turbines of 48,600 kw and 19,700 kw,
respectively, south of Wausau, Wisconsin, two combustion turbines of
40,400 kw and 41,400 kw and a 68% share in a combustion turbine of
82,100 kw (WPSC's share is 55,830 kw) owned jointly with Marshfield
Electric and Water Department and operated by WPSC, all located near
Marinette, Wisconsin, 15 hydroelectric plants (14 in Wisconsin and 1 on
the border stream between Wisconsin and Michigan) with aggregate rated
capacity of 53,000 kw, a 3,900 kw diesel plant at Eagle River,
Wisconsin, and a 3,900 kw diesel plant at Ashwaubenon, Wisconsin.
WPSC's transmission and distribution facilities include 55 transmission
substations, 110 distribution substations and approximately 20,907 route
miles of transmission and distribution lines. WPSC is interconnected
with Wisconsin River Power Company, has 15 interconnections in Wisconsin
for purposes of power pooling (Wisconsin Power and Light Company and
Madison Gas and Electric Company), and 25 interconnections (23 in
<PAGE>
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Wisconsin and 2 in Michigan) with nonaffiliated neighboring utilities,
principally for the purpose of sharing reserve capacity and for
emergencies. WPSC also has 14 interconnections to serve 4 neighboring
municipal utilities.
Gas facilities include approximately 4,623 miles of main, 68 gate and
city regulator stations, and 201,566 services. All gas facilities are
located in Wisconsin except for distribution facilities in and near the
city of Menominee, Michigan, which receive gas from WPSC's gas lines in
the adjacent city of Marinette, Wisconsin.
All of WPSC's electric and gas facilities are located within the borders
of the states of Wisconsin and Michigan. Except for electric and gas
lines crossing the common border of those states necessary to
interconnect the various parts of its system, it does not have any
electric transmission or gas pipelines which deliver or receive electric
energy or gas at the borders of such states. About 99% of utility plant
is located in Wisconsin, and the balance is in Michigan.
Upper Peninsula Power Company has all of its properties located in
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Michigan. There are no transmission facilities which receive or deliver
energy at the borders. The transmission and distribution system is
comprised of approximately 3,537 circuit miles. Transmission and
subtransmission networks are operated at 138, 69, 33, and 12 kV,
consisting of approximately 374, 371, 48, and 13 circuit miles,
respectively. The remaining 2,739 miles are operated at distribution
voltages ranging between 120 and 15,000 volts.
UPPCO owns a 17,700 kw coal/gas generating station in Baraga County, a
27,750 kw oil-fired gas turbine in Houghton County and another 27,750 kw
oil-fired gas turbine in Delta County. It owns 9 hydroelectric plants
in Michigan with aggregate rated capacity of 37,890 kw. UPPCO owns
numerous miscellaneous properties in various parts of its territory
which are used for office, service, and other purposes. The most
important of these are the Service Centers in Ishpeming, Houghton,
Ontonagon, Iron River, Escanaba, and Munising. UPPCO also leases small
parcels of land for substations and miscellaneous temporary uses.
3. The following information for the last calendar year with respect to
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claimant and each of its subsidiary public utility companies: (The
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information required by Item 3 of this Form U-3A-2 is shown in Exhibit D
hereto.)
4. The following information for the reporting period with respect to
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claimant and each interest it holds directly or indirectly in an EWG or
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a foreign utility company, stating monetary amounts in United States
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dollars.
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a. Mid-American Power, LLC ("MAP") is an exempt wholesale generator
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incorporated on January 12, 1995 under the laws of the state of
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Wisconsin with its principal offices at the principal offices of
PDI. PDI Stoneman owns 66-2/3% of MAP. The intended principal
business of MAP is to be the owner of the E. J. Stoneman
Generating Station. Notice of the Federal Energy Regulatory
Commission's finding that MAP is an exempt wholesale generator was
received on July 3, 1996.
b. PDI Stoneman owns 66-2/3% of MAP. The other 33-1/3% is not owned
by any WPSR system company.
c. WPSR, through PDI Stoneman, has $1,564,284 of capital invested in
MAP. WPSR does not have any direct or indirect guarantee of the
security of MAP and there is no debt or other financial obligation
for which there is recourse to WPSR or any WPSR system company
other than MAP.
d. Capitalization and earnings of MAP for the year ended December 31,
1997 are as follows:
Capitalization:
Common Stock $ 915,000
Retained Earnings (3,289,000)
Long-Term Debt 10,710,000
----------
$ 8,336,000
e. The service, sales, or construction contracts between MAP and any
WPSR system company are as follows:
- Energy marketing contract with ESI under which ESI markets
energy and capacity of the E.J. Stoneman plant for MAP.
ESI's revenues under this contract for the year ending
December 31, 1997 were $65,649.
- Management Agreement with PDI under which PDI provides
management services for MAP. PDI's revenues under this
contract for the year ending December 31, 1997 were $40,250.
- Operations and Maintenance Agreement with PDI Operations,
Inc. under which PDI Operations provides operations and
maintenance services for MAP. PDI Operations' revenues
under this contract for the year ending December 31, 1997
were $690,805.
<PAGE>
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<PAGE>
LIST OF EXHIBITS
Exhibit A-1 Balance Sheet at December 31, 1997, of WPS Resources
Corporation and subsidiaries.
Exhibit A-2 Income Statement and Statement of Retained Earnings of
WPS Resources Corporation and subsidiaries for the year ending
December 31, 1997.
Exhibit A-3 Balance Sheet at December 31, 1997, and Statements of Income
and Surplus Accounts of Wisconsin River Power Company for the
year ended December 31, 1997, filed by reference to Exhibit A,
of Form U-3A-2 being filed by Consolidated Papers, Inc. in File
No. 69-53. (The financial statements of Wisconsin River Power
Company are not customarily consolidated with those of any
other company.)
Exhibit B Financial Data Schedule
Exhibit C An organizational chart showing the relationship of each EWG or
foreign utility company to associate companies in the holding
company system.
Exhibit D Statement showing sales for the calendar year 1997 of electric
energy and gas by Wisconsin Public Service Corporation,
Upper Peninsula Power Company and Wisconsin River Power
Company.
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The above-named claimant has caused this statement to be duly executed on its
behalf by its authorized officer on the 10th day of November, 1998.
WPS RESOURCES CORPORATION
/s/ D. P. Bittner
-----------------------------------------
D. P. Bittner
Vice President and
Chief Financial Officer
(CORPORATE SEAL)
Attest: /s/ F. J. Kicsar
---------------------------------------
F. J. Kicsar
Secretary
<PAGE>
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Name, title, and address of officer to whom notices and correspondence
concerning this statement should be addressed:
F. J. Kicsar, Secretary
WPS Resources Corporation
700 North Adams Street, P. O. Box 19001
Green Bay, WI 54307-9001
<PAGE>
<TABLE>
WPS RESOURCES CORPORATION AND SUBSIDIARIES EXHIBIT A-1
CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 1997
<CAPTION>
CONSOLIDATED
NONREGULATED ELIMINATIONS BALANCE
WPSR WPSC UPPCO SUBSIDIARIES DEBIT CREDIT SHEET
---- ---- ----- ------------ ----- ------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
- ------
UTILITY PLANT
Electric $ - $1,506,470 $178,943 $ - $ - $ - $1,685,413
Gas - 251,603 - - - - 251,603
------- --------- ------- ------- ------- ------- ---------
Total - 1,758,073 178,943 - - - 1,937,016
Less - Accumulated depreciation - 1,032,149 80,993 - - - 1,113,142
------- --------- ------- ------- ------- ------- ---------
Total - 725,924 97,950 - - - 823,874
Nuclear decommissioning trusts - 134,108 - - - - 134,108
Construction in progress - 7,266 4,510 - - - 11,776
Nuclear fuel - 19,062 - - - - 19,062
------- --------- ------- ------- ------- ------- ---------
NET UTILITY PLANT - 886,360 102,460 - - - 988,820
------- --------- ------- ------- ------- ------- ---------
CURRENT ASSETS
Cash and equivalents 23 3,921 1,011 3,540 - - 8,495
Customer and other receivables,
net of reserves 669 55,893 10,719 32,274 - 3,455 96,100
Accrued utility revenues - 30,750 - - - - 30,750
Fossil fuel, at average cost - 9,964 286 372 - - 10,622
Gas in storage, at average cost - 17,194 - 4,886 - - 22,080
Materials and supplies,
at average cost - 18,793 1,968 - - - 20,761
Prepayments and other (Note 4) - 20,155 4,040 478 - 28 24,645
------- --------- ------- ------- ------- ------- ---------
TOTAL CURRENT ASSETS 692 156,670 18,024 41,550 - 3,483 213,453
------- --------- ------- ------- ------- ------- ---------
REGULATORY ASSETS - 78,544 1,305 - - - 79,849
NET NONUTILITY AND
NONREGULATED PLANT 841 2,972 5,799 20,969 - - 30,581
INVESTMENTS AND OTHER ASSETS 539,320 109,408 4,011 9,353 9 539,000 123,101
------- --------- ------- ------- ------- ------- ---------
TOTAL $540,853 $1,233,954 $131,599 $ 71,872 $ 9 $542,483 $1,435,804
======= ========= ======= ======= ======= ======= =========
CAPITALIZATION AND LIABILITIES
- ------------------------------
CAPITALIZATION
Common stock equity $190,005 $ 169,430 $ 21,823 $ 26,390 $217,643 $ - $ 190,005
Retained earnings 339,508 297,489 18,460 (17,530) 298,623 204 339,508
Shares in deferred compensation
trust (951) - - - - - (951)
ESOP loan guarantee - (9,798) - - - - (9,798)
Preferred stock of subsidiary - 51,200 445 - - - 51,645
Long-term debt - 307,619 38,970 16,375 15,949 - 347,015
------- ------- ------- ------- ------- ------- ---------
TOTAL CAPITALIZATION 528,562 815,940 79,698 25,235 532,215 204 917,424
------- ------- ------- ------- ------- ------- ---------
CURRENT LIABILITIES
Notes payable - 10,000 9,760 4,498 4,498 - 19,760
Commercial paper 5,206 15,500 - - - - 20,706
Accounts payable 5,164 46,453 4,136 37,449 3,455 - 89,747
Accrued taxes (544) 3,514 6,935 209 - - 10,114
Accrued interest - 7,801 848 62 - - 8,711
Other 29 10,049 2,879 (514) 28 - 12,415
------- ------- ------- ------- ------- ------- ---------
TOTAL CURRENT LIABILITIES 9,855 93,317 24,558 41,704 7,981 - 161,453
------- ------- ------- ------- ------- ------- ---------
LONG-TERM LIABILITIES AND
DEFERRED CREDITS
Accumulated deferred income taxes
(Note 4) (45) 127,512 5,172 (1,442) - - 131,197
Accumulated deferred
investment tax credits - 26,901 2,560 - - - 29,461
Regulatory liabilities - 50,279 6,208 - - - 56,487
Environmental remediation
liabilities - 40,215 656 - - - 40,871
Other long-term liabilities - 79,790 12,747 6,374 - - 98,911
------- ------- ------- ------- ------- ------- ---------
TOTAL LONG-TERM LIABILITIES
AND DEFERRED CREDITS (45) 324,697 27,343 4,932 - - 356,927
------- ------- ------- ------- ------- ------- ---------
TOTAL $538,372 $1,233,954 $131,599 $ 71,871 $540,196 $ 204 $1,435,804
======= ========= ======= ======= ======= ======= =========
</TABLE>
<PAGE>
<TABLE>
WPS RESOURCES CORPORATION AND SUBSIDIARIES EXHIBIT A-2
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1997
<CAPTION>
CONSOLIDATED
NONREGULATED ELIMINATIONS STATEMENT
WPSR WPSC UPPCO SUBSIDIARIES DEBIT CREDIT OF INCOME
---- ---- ----- ------------ ----- ------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING REVENUES
Electric utility revenues $ - $479,388 $55,952 $ - $ - $ - $535,340
Gas utility revenues - 211,090 - - - - 211,090
Nonregulated energy and other 61,385 - 4,250 193,096 66,736 19 192,014
------ ------- ------ ------- ------ ------ -------
TOTAL OPERATING REVENUES 61,385 690,478 60,202 193,096 66,736 19 938,444
------ ------- ------ ------- ------ ------ -------
Electric production fuels - 107,538 - - - - 107,538
Purchased power - 45,876 21,128 - - - 67,004
Gas purchased for resale - 147,493 - - 3,532 3,270 147,755
Nonregulated energy cost of sales - - - 186,971 - 4,108 182,863
Other operating expenses 5,104 134,043 16,277 12,228 - 1,670 165,982
Maintenance - 41,661 2,664 - - - 44,325
Depreciation and decommissioning 13 75,819 5,738 1,871 - - 83,441
Taxes other than income 5 26,396 4,807 167 - - 31,375
------ ------- ------ ------- ------ ------ -------
TOTAL OPERATING EXPENSES 5,122 578,826 50,614 201,237 3,532 9,048 830,283
------ ------- ------ ------- ------ ------ -------
OPERATING INCOME 56,263 111,652 9,588 (8,141) 70,268 9,067 108,161
------ ------- ------ ------- ------ ------ -------
Allowance for equity funds
used during construction - 129 25 - - - 154
Other, net (21) 12,521 512 (1,062) 166 168 11,952
------ ------- ------ ------- ------ ------ -------
TOTAL OTHER INCOME (21) 12,650 537 (1,062) 166 168 12,106
------ ------- ------ ------- ------ ------ -------
INCOME BEFORE INTEREST EXPENSE 56,242 124,302 10,125 (9,203) 70,434 9,235 120,267
Interest on long-term debt - 22,530 3,553 1,610 - 1,420 26,273
Other interest 583 3,759 738 837 - 1,007 4,910
Allowance for borrowed funds
used during construction - (100) (67) - - - (167)
------ ------- ------ ------- ------ ------ -------
TOTAL INTEREST EXPENSE 583 26,189 4,224 2,447 - 2,427 31,016
------ ------- ------ ------- ------ ------ -------
INCOME BEFORE INCOME TAXES 55,659 98,113 5,901 (11,650) 70,434 11,662 89,251
INCOME TAXES (150) 33,371 2,162 (4,277) - - 31,106
MINORITY INTEREST - - - (797) - - (797)
PREFERRED STOCK DIVIDENDS
OF SUBSIDIARY - 3,111 22 - - - 3,133
------ ------- ------ ------- ------ ------ -------
NET INCOME $55,809 $ 61,631 $ 3,717 $ (6,576) $70,434 $11,662 $ 55,809
====== ======= ====== ======= ====== ====== =======
</TABLE>
<PAGE>
<TABLE>
WPS RESOURCES CORPORATION AND SUBSIDIARIES EXHIBIT A-2
CONSOLIDATING STATEMENT OF RETAINED EARNINGS (CONTINUED)
AS OF DECEMBER 31, 1997
<CAPTION>
CONSOLIDATED
STATEMENT OF
NONREGULATED ELIMINATIONS RETAINED
WPSR WPSC UPPCO SUBSIDIARIES DEBIT CREDIT EARNINGS
---- ---- ----- ------------ ----- ------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Retained Earnings (1/1/97) $333,375 $291,740 $18,540 $(10,954) $310,587 $11,261 $333,375
Net Income 55,809 61,631 3,717 (6,576) 60,123 1,351 55,809
------- ------- ------ ------ ------- ------ -------
389,184 353,371 22,257 (17,530) 370,710 12,612 389,184
Dividends on Common Stock 49,676 55,882 3,797 - - 59,679 49,676
------- ------- ------ ------ ------- ------ -------
Retained Earnings (12/31/97) $339,508 $297,489 $18,460 $(17,530) $370,710 $72,291 $339,508
======= ======= ====== ====== ======= ====== =======
</TABLE>
<PAGE>
EXHIBIT B
[ARTICLE] OPUR3
[CIK] 0000916863
[NAME] WPS RESOURCES CORPORATION
[MULTIPLIER] 1,000
<TABLE>
<S> <C>
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] DEC-31-1997
[PERIOD-START] JAN-01-1997
[PERIOD-END] DEC-31-1997
[BOOK-VALUE] PER-BOOK
[TOTAL-ASSETS] 1,435,804
[TOTAL-OPERATING-REVENUES] 938,444
[NET-INCOME] 55,809
</TABLE>
EXHIBIT C
ORGANIZATIONAL CHART SHOWING THE RELATIONSHIP OF EACH EWG
OR
FOREIGN UTILITY COMPANY TO ASSOCIATE COMPANIES
IN THE HOLDING COMPANY SYSTEM
WPS RESOURCES CORPORATION*
- Wisconsin Public Service Corporation
- WPS Leasing, Inc.
- Upper Peninsula Power Company
- WPS Visions, Inc.
- WPS Energy Services, Inc.
- Upper Peninsula Building Development Company
- Penvest, Inc.
- WPS Power Development, Inc.
- PDI Stoneman, Inc.
- Mid-American Power, LLC
(66-2/3% owned by PDI Stoneman, Inc.)
- PDI Operations, Inc.
- Mid-American Power Ventures, LLC
(75% owned by WPS Power Development, Inc.)
- Neulite Industries of Wisconsin, LLC
(50% owned by WPS Power Development, Inc.)
* WPS Resources Corporation is the parent holding company.
All affiliated companies listed are 100% owned except as
noted otherwise.
WPS RESOURCES CORPORATION EXHIBIT D
SALES OF ELECTRIC ENERGY AND GAS
Calendar Year 1997
Upper Wisconsin
Wisconsin Peninsula River
Public Service Power Power
Corporation Company Company
-------------- --------- ---------
(a) Electric energy
sold (at retail or
wholesale) (kWh) 11,259,327,422 845,377,000 217,752,000
Intercompany None None 72,584,000*
Other 11,259,327,422 845,377,000 145,168,000*
Gas distributed at
retail (MCF) 38,708,718** None None
Intercompany None None None
Other 38,708,718** None None
(b) Electric energy
distributed at retail
outside state of
organization (kWh) 363,620,074 None None
Gas distributed at
retail outside state
of organization (MCF) 804,668** None None
(c) Electric energy sold at
wholesale outside state
of organization or at
state line (kWh) 11,001,920 None None
Gas sold at wholesale
outside state of
organization or at
state line (MCF) None None None
(d) Electric energy purchased
outside state of
organization or at
state line (kWh) None# None None
Gas purchased outside
state of organization
or at state line (MCF) 38,708,718 None None
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WPS RESOURCES CORPORATION EXHIBIT D
(CONTINUED)
* Quantities shown represent actual deliveries. By contract, each of the
three purchasers of the output of Wisconsin River Power Company is
entitled to receive, and is required to pay for one-third of the total
output.
** "Gas distributed at retail" and "Gas distributed at retail outside state
of organization" include 12,449,830 MCF and 195,913 MCF, respectively,
of sales to Large Commercial and Industrial Customers (those using 2,000
CCF within one month of a year) under the Wisconsin Public Service
Corporation's retail rates. Industrial usage is indeterminable.
# Receipts of 93,073 kWh of interchange energy were offset by deliveries
of 98 kWh to same supplier at other points in the system. These
deliveries (and other offsetting deliveries of interchange energy) are
omitted from Wisconsin Public Service Corporation's sales shown above.
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