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
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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, 1998 were $1,510,387,000. 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, 1998 were $1,267,582,000, or 83.9% of WPSR's assets.
WPSR's equity in net income for the year 1998 was $54,075,000.
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
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approximately 381,000 electric customers and 224,000 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 1998 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, 1998
were $751,000, or .06% of WPSC's assets. WPSC's equity in
net income for Improvement Company for the year 1998 was
$21,000, or .04% 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 Securities and Exchange
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, 1998 were $5,807,000, or .46% of WPSC's
assets. WPSC's equity in net income for River Company for
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the year 1998 was $542,000, or 1.0% of WPSC's total net
income. Further information concerning the nature of the
business of River Company is set forth in findings and
opinions of the Securities and Exchange 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. ("PDI Operations") (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's capital
stock. The intended principal business of PDI Operations is
to provide operation, maintenance, and technical services
for the E. J. Stoneman Generating Station and other
operating assets of PDI or PDI subsidiaries.
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(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
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.
(5) Renewable Fibers International, LLC ("RFI") is a nonutility
-----------------------------------
company incorporated on January 16, 1998 under the laws of
the state of Wisconsin with its principal offices at
125 South Jefferson Street, Suite 201, Green Bay, Wisconsin
54301. PDI owns 33-1/3% of RFI. The intended principal
business of RFI is to develop and carry on business
activities related to the continuous fiber liberation of
wood chips.
(6) Wisconsin Woodgas LLC ("Woodgas") is a nonutility company
---------------------
incorporated on January 27, 1998 under the laws of the state
of Wisconsin with its principal offices at the principal
offices of PDI. PDI owns 100% of Woodgas' capital stock.
The intended principal business of Woodgas is to own and
operate a gasification facility that converts biomass
feedstock into biomass gas for sale to Wisconsin Energy
Operations LLC.
(7) Wisconsin Energy Operations LLC ("Energy Operations") is a
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nonutility company incorporated on January 27, 1998 under
the laws of the state of Wisconsin with its principal
offices located in Bangor, Wisconsin. PDI owns 49% of
Energy Operations. The intended principal business of
Energy Operations is to own and operate a steam generation
facility that generates process steam for sale to
Webster Industries Incorporated.
(8) ECO Coal Pelletization #12, LLC ("ECO #12") is a nonutility
-------------------------------
company incorporated on June 15, 1998 under the laws of the
state of Wisconsin with its principal offices at the
principal offices of PDI. PDI owns 66-2/3% of ECO #12. The
intended principal business of ECO #12 is to own and operate
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a facility that combines coal fines and a binder material to
create coal briquettes.
(9) PDI Canada, Inc. ("PDI Canada") is currently a nonutility
----------------
company incorporated on December 14, 1998 under the laws of
the state of Wisconsin with its principal offices at the
principal offices of PDI. PDI owns 100% of PDI Canada's
capital stock. The intended principal business of
PDI Canada will be to own certain electric generation and
transmission assets, to be acquired from Maine Public
Service Company, which are located in New Brunswick, Canada.
However, PDI Canada currently does not own any electric
generation or transmission assets. PDI Canada will be
filing for exempt wholesale generator status in connection
with the acquisition of the above assets.
(10) PDI New England, Inc. ("PDI New England") is currently a
---------------------
nonutility company incorporated on December 14, 1998 under
the laws of the state of Wisconsin with its principal
offices at the principal offices of PDI. PDI owns 100% of
PDI New England's capital stock. The intended principal
business of PDI New England will be to own certain electric
generation and transmission assets, to be acquired from
Maine Public Service Company, which are located in the state
of Maine. However, PDI New England currently does not own
any electric generation or transmission assets.
PDI New England will be filing for exempt wholesale
generator status in connection with the acquisition of the
above assets.
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
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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, 1998 were $127,349,000, or 8.4% of WPSR's assets.
WPSR's equity in net income for the year 1998 was $3,516,000. 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.
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All of UPPCO's operating revenue is derived from Michigan
customers.
f. Upper Peninsula Building Development Company ("UPBDC") is a
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nonutility company incorporated on January 18, 1989 under the laws
of the state of Michigan with its principal offices at the
principal offices of UPPCO. WPSR owns 100% of the capital stock
of UPBDC. UPBDC owns the building leased to UPPCO for 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 its principal
offices at the principal offices of UPPCO. WPSR owns 100% of the
capital stock of Penvest. Penvest has nonutility investments in
communications and real estate.
h. WPSR Capital Trust I ("Trust") is a statutory business trust
--------------------
created on June 9, 1998 under the laws of the state of Delaware
with its principal offices at the principal offices of WPSR. WPSR
owns 100% of the common securities of the Trust. The Trust's
purpose is to issue securities representing undivided beneficial
interests in the assets of the Trust and investing the proceeds
thereof in subordinated debentures issued by WPSR. The sole asset
of the Trust is $51,500,000 of WPSR subordinated debentures due
in 2038.
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,
1998.
WPS Resources Corporation owns all the stock of WPSC, UPPCO, ESI, PDI,
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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 a total rated capacity of 875,200 kilowatts
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("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 494,000 kw (WPSC's share is 203,500 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 1,052,000 kw (WPSC's share is
334,400 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 348,000 kw (WPSC's share
is 110,700 kw); combustion turbines of 49,000 kw and 19,300 kw,
respectively, south of Wausau, Wisconsin; two combustion turbines of
40,700 kw and 40,200 kw and a 68% share in a combustion turbine of
80,200 kw (WPSC's share is 54,536 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 53,400 kw; a 4,000 kw diesel plant at Eagle River,
Wisconsin; and a 3,600 kw diesel plant at Ashwaubenon, Wisconsin.
WPSC's transmission and distribution facilities include 56 transmission
substations, 111 distribution substations, and approximately 21,105
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 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 4,774 miles of main, 69 gate and
city regulator stations, and 207,598 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 3,559 circuit miles. Transmission and
subtransmission networks are operated at 138, 69, 33, and 12 kilovolts,
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consisting of approximately 374, 371, 48, and 13 circuit miles,
respectively. The remaining 2,753 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
27,500 kw oil-fired gas turbine in Houghton County and another 27,500 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
-----------------------
incorporated on January 12, 1995 under the laws of the state of
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 $1,885,350 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.
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d. Capitalization and earnings of MAP for the year ended December 31,
1998 are as follows:
Capitalization:
Common Stock $ 1,704,000
Retained Earnings (4,798,274)
Long-Term Debt 10,943,234
----------
$ 7,848,960
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, 1998 were $154,000.
-- Management Agreement with PDI under which PDI provides
management services for MAP. PDI's revenues under this
contract for the year ending December 31, 1998 were $43,000.
-- 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, 1998
were $869,000.
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LIST OF EXHIBITS
Exhibit A-1 Balance Sheet at December 31, 1998, 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, 1998.
Exhibit A-3 Balance Sheet at December 31, 1998, and Statements of Income
and Surplus Accounts of Wisconsin River Power Company for the
year ended December 31, 1998, 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 1998 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 26th day of February, 1999.
WPS RESOURCES CORPORATION
/s/ D. P. Bittner
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D. P. Bittner
Vice President and
Chief Financial Officer
(CORPORATE SEAL)
Attest: /s/ F. J. Kicsar
------------------------------------
F. J. Kicsar
Secretary
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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, 1998
<CAPTION>
Consolidated
Nonregulated Eliminations Balance
WPSR WPSC UPPCO Subsidiaries Debit Credit Sheet
---- ---- ----- ------------ ----- ------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
------
Utility Plant:
Electric $ - $1,534,711 $181,171 $ - $ - $ - $1,715,882
Gas - 267,892 - - - - 267,892
------- --------- ------- ------- ------- ------- ---------
Total - 1,802,603 181,171 - - - 1,983,774
Less - Accumulated depreciation - 1,120,058 86,065 - - - 1,206,123
------- --------- ------- ------- ------- ------- ---------
Total - 682,545 95,106 - - - 777,651
Nuclear decommissioning trusts - 171,442 - - - - 171,442
Construction in progress - 35,996 6,428 - - - 42,424
Nuclear fuel - 18,641 - - - - 18,641
------- --------- ------- ------- ------- ------- ---------
Net Utility Plant - 908,624 101,534 - - - 1,010,158
------- --------- ------- ------- ------- ------- ---------
Current Assets:
Cash and equivalents 919 1,882 2,106 2,227 - - 7,134
Customer and other receivables,
net of reserves 2,724 63,193 4,811 54,670 - 8,192 117,206
Accrued utility revenues - 30,877 3,298 - - - 34,175
Fossil fuel, at average cost - 12,433 247 472 - - 13,152
Gas in storage, at average cost - 14,855 - 5,940 - - 20,795
Materials and supplies,
at average cost - 20,054 1,734 - - - 21,788
Prepayments and other - 19,491 6,238 790 - 57 26,462
------- --------- ------- ------- ------- ------- ---------
Total Current Assets 3,643 162,785 18,434 64,099 - 8,249 240,712
------- --------- ------- ------- ------- ------- ---------
Regulatory assets - 68,335 1,706 - - - 70,041
Net nonutility and
nonregulated plant 1,177 2,888 3,267 33,903 - - 41,235
Pension assets - 60,018 - - - - 60,018
Investments and other assets 598,221 64,932 2,978 67,371 - 645,279 88,223
------- --------- ------- ------- ------- ------- ---------
Total Assets $603,041 $1,267,582 $127,919 $165,373 $ - $653,528 $1,510,387
======= ========= ======= ======= ======= ======= =========
CAPITALIZATION AND LIABILITIES
------------------------------
Capitalization:
Common stock equity $189,989 $ 203,430 $ 21,816 $ 56,234 $281,480 $ - $ 189,989
Retained earnings 335,154 284,726 13,444 (26,500) 271,670 - 335,154
Shares in deferred
compensation trust (1,505) - - - - - (1,505)
ESOP loan guarantee - (6,448) - - - - (6,448)
Preferred stock of subsidiary - 51,200 - - - - 51,200
Company-obligated mandatorily
redeemable trust preferred
securities of subsidiary
trust holding solely
WPSR 7.00% subordinated
debentures - - - 50,000 - - 50,000
Long-term debt 51,500 304,033 38,236 16,306 67,038 - 343,037
------- ------- ------- ------- ------- ------- ---------
Total Capitalization 575,138 836,941 73,496 96,040 620,188 - 961,427
------- ------- ------- ------- ------- ------- ---------
Current Liabilities:
Long-term debt due within
one year - - 884 - - - 884
Notes payable 2,400 10,000 11,050 14,344 25,091 - 12,703
Commercial paper 22,590 25,000 - - - - 47,590
Accounts payable 2,147 60,680 10,087 50,768 8,192 - 115,490
Accrued taxes (69) (4,152) 6,905 154 - - 2,838
Accrued interest - 6,742 792 60 - - 7,594
Other 1,004 6,564 1,584 - 57 - 9,095
------- ------- ------- ------- ------- ------- ---------
Total Current Liabilities 28,072 104,834 31,302 65,326 33,340 - 196,194
------- ------- ------- ------- ------- ------- ---------
Long-Term Liabilities and
Deferred Credits:
Accumulated deferred income
taxes (169) 118,476 7,447 (3,112) - - 122,642
Accumulated deferred
investment tax credits - 24,772 2,378 - - - 27,150
Regulatory liabilities - 43,591 6,883 - - - 50,474
Environmental remediation
liabilities - 39,028 1,450 - - - 40,478
Other long-term liabilities - 99,940 4,963 7,119 - - 112,022
------- ------- ------- ------- ------- ------- ---------
Total Long-Term Liabilities
and Deferred Credits (169) 325,807 23,121 4,007 - - 352,766
------- ------- ------- ------- ------- ------- ---------
Total Capitalization and
Liabilities $603,041 $1,267,582 $127,919 $165,373 $653,528 $ - $1,510,387
======= ========= ======= ======= ======= ======= =========
</TABLE>
<PAGE>
<TABLE>
WPS RESOURCES CORPORATION AND SUBSIDIARIES EXHIBIT A-2
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1998
<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 $ - $487,340 $62,664 $ - $ 6,759 $ 15 $ 543,260
Gas utility revenues - 165,111 - - - - 165,111
Nonregulated energy and other 51,148 - - 358,234 54,017 - 355,365
------ ------- ------ ------- ------ ------ ---------
Total Operating Revenues 51,148 652,451 62,664 358,234 60,776 15 1,063,736
------ ------- ------ ------- ------ ------ ---------
Operating Expenses:
Electric production fuels - 110,443 526 - - 160 110,809
Purchased power - 42,340 20,615 - - 6,508 56,447
Gas purchased for resale - 104,608 - - 1,773 473 105,908
Nonregulated energy cost
of sales - - - 350,056 - 3,393 346,663
Other operating expenses 4,504 138,232 17,062 14,368 - 1,290 172,876
Maintenance - 49,425 3,388 - - - 52,813
Depreciation and
decommissioning 41 78,206 5,519 2,508 - - 86,274
Taxes other than income 12 26,403 5,284 203 - - 31,902
------ ------- ------ ------- ------ ------ ---------
Total Operating Expenses 4,557 549,657 52,394 367,135 1,773 11,824 963,692
------ ------- ------ ------- ------ ------ ---------
Operating Income 46,591 102,794 10,270 (8,901) 62,549 11,839 100,044
------ ------- ------ ------- ------ ------ ---------
Other Income and (Deductions):
Allowance for equity funds
used during construction - 173 - - - - 173
Other, net 1,986 6,765 (322) (4,001) 1,923 - 2,505
------ ------- ------ ------- ------ ------ ---------
Total Other Income
and (Deductions) 1,986 6,938 (322) (4,001) 1,923 - 2,678
------ ------- ------ ------- ------ ------ ---------
Income Before Interest Expense 48,577 109,732 9,948 (12,902) 64,472 11,839 102,722
Interest Expense:
Interest on long-term debt 631 20,400 3,544 1,644 - 2,232 23,987
Other interest 2,283 2,801 835 688 - 1,780 4,827
Allowance for borrowed funds
used during construction - (177) - - - - (177)
------ ------- ------ ------- ------ ------ ---------
Total Interest Expense 2,914 23,024 4,379 2,332 - 4,012 28,637
------ ------- ------ ------- ------ ------ ---------
Distributions-Preferred Securities
of Subsidiary Trust - - - 1,488 - - 1,488
------ ------- ------ ------- ------ ------ ---------
Income Before Income Taxes 45,663 86,708 5,569 (16,722) 64,472 15,851 72,597
Income Taxes (968) 29,522 2,032 (7,141) - - 23,445
Minority Interest - - - (611) - - (611)
Preferred Stock Dividends
of Subsidiary - 3,111 21 - - - 3,132
------ ------- ------ ------- ------ ------ ---------
Net Income $46,631 $ 54,075 $ 3,516 $ (8,970) $64,472 $15,851 $ 46,631
====== ======= ====== ======= ====== ====== =========
</TABLE>
<PAGE>
<TABLE>
WPS RESOURCES CORPORATION AND SUBSIDIARIES EXHIBIT A-2
CONSOLIDATING STATEMENT OF RETAINED EARNINGS (CONTINUED)
AS OF DECEMBER 31, 1998
<CAPTION>
Consolidated
Statement of
Nonregulated Eliminations Retained
WPSR WPSC UPPCO Subsidiaries Debit Credit Earnings
---- ---- ----- ------------ ----- ------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Retained Earnings (1/1/98) $339,508 $297,489 $18,460 $(17,531) $316,542 $18,124 $339,508
Net Income 46,631 54,075 3,516 (8,970) 48,621 - 46,631
------- ------- ------ ------ ------- ------ -------
386,139 351,564 21,976 (26,501) 365,163 18,124 386,139
Dividends on Common Stock 50,985 66,838 8,532 - - 75,370 50,985
------- ------- ------ ------ ------- ------ -------
Retained Earnings (12/31/98) $335,154 $284,726 $13,444 $(26,501) $365,163 $93,494 $335,154
======= ======= ====== ====== ======= ====== =======
</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-31-1998
[PERIOD-START] JAN-01-1998
[PERIOD-END] DEC-31-1998
[BOOK-VALUE] PER-BOOK
[TOTAL-ASSETS] 1,510,387
[TOTAL-OPERATING-REVENUES] 1,063,736
[NET-INCOME] 46,631
</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.
- WPSR Capital Trust I
- 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.)
- PDI Canada, Inc.
- PDI New England, Inc.
- Renewable Fibers International, LLC
(33-1/3% owned by WPS Power Development, Inc.)
- Wisconsin Woodgas LLC
- Wisconsin Energy Operations LLC
(49% owner by WPS Power Development, Inc.)
- ECO Coal Pelletization #12, LLC
(66-2/3% 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.
<TABLE>
WPS RESOURCES CORPORATION EXHIBIT D
SALES OF ELECTRIC ENERGY AND GAS
Calendar Year 1998
<CAPTION>
Wisconsin Upper Wisconsin
Public Peninsula River
Service Power Power
Corporation Company Company
----------- --------- ---------
<S> <C> <C> <C>
(a) Electric energy sold
(at retail or wholesale)
Wisconsin (kWh) 11,276,166,301 None 167,541,000
Michigan (kWh) 323,997,704 838,517,000 None
-------------- ----------- -----------
Total (kWh) 11,600,164,005 838,517,000 167,541,000
Wisconsin (revenues -
excludes miscellaneous) $472,044,272 None None
Michigan (revenues -
excludes miscellaneous) 13,000,619 $58,591,649 None
----------- -----------
Total (revenues associated
with energy sold) $485,044,891 $58,591,649 None
Intercompany
Wisconsin - Wisconsin River
Power to WPSC (kWh) None None 55,847,000 *
Wisconsin - WPSC to
Upper Peninsula Power
Company (kWh) 266,249,000 None None
Wisconsin - Wisconsin River
Power to WPSC (revenues) None None $1,761,661
Wisconsin - WPSC to
Upper Peninsula Power
Company (revenues) $6,386,223 None None
Other
Wisconsin (kWh) 11,009,917,301 None 111,694,000 *
Michigan (kWh) 323,997,704 838,517,000 None
-------------- ----------- -----------
Total (kWh) 11,333,915,005 838,517,000 111,694,000
Wisconsin (revenues -
excludes miscellaneous) $465,658,049 None None
Michigan (revenues -
excludes miscellaneous) 13,000,619 $58,591,649 None
----------- -----------
Total (revenues associated
with energy sold) $478,658,668 $58,591,649 None
Gas distributed at retail
Wisconsin (MCF) 33,100,136 ** None None
Michigan (MCF) 646,796 ** None None
----------
Total (MCF) 33,746,932 None None
Wisconsin (revenues -
excludes miscellaneous) $157,906,004 ** None None
Michigan (revenues -
excludes miscellaneous) 2,976,605 ** None None
-----------
Total (revenues -
excludes miscellaneous) $160,882,609
Intercompany None None None
Other (transport gas)
Wisconsin (MCF) 25,242,277 ** None None
Michigan (MCF) 1,036,244 ** None None
-----------
Total (MCF) 26,278,521
Wisconsin (revenues) $5,206,780 ** None None
Michigan (revenues) 385,478 ** None None
-----------
Total (revenues) $5,592,258
</TABLE>
<PAGE>
<TABLE>
WPS RESOURCES CORPORATION EXHIBIT D
(CONTINUED)
<CAPTION>
Wisconsin Upper Wisconsin
Public Peninsula River
Service Power Power
Corporation Company Company
----------- --------- ---------
<S> <C> <C> <C>
(b) Electric energy distributed
at retail outside state
of organization
Michigan (kWh) 312,791,104 None None
Michigan (revenues -
excludes miscellaneous) $12,588,675 None None
Gas distributed at
retail outside state
of organization
Michigan (MCF) 1,683,040 ** None None
Michigan (revenues -
excludes miscellaneous) $3,362,083 ** None None
(c) Electric energy sold at
wholesale outside state of
organization or at state line
Michigan (kWh) 11,206,600 None None
Michigan (revenues) $411,944 None None
Wisconsin (kWh) None 12,416,000 None
Wisconsin (revenues) None $581,544 None
Gas sold at wholesale outside
state of organization or at
state line
Michigan (kWh) None None None
Michigan (revenues) None None None
(d) Electric energy purchased
outside state of organization
or at state line #
State line - Wisconsin
border (kWh) 92,801,000 409,062,000 None
State line - Wisconsin
border (expenses) $2,368,535 $11,199,937 None
Outside state -
Canada/Minnesota
border (kWh) 420,342,000 None None
Outside state -
Canada/Minnesota
border (expenses) $7,287,525 None None
Gas purchased outside state of
organization or at state line
Numerous states (MCF) 33,775,075 None None
Numerous states (expenses) $104,607,306 None None
</TABLE>
* 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" for Wisconsin includes 9,992,689 MCF and
$36,889,454, and "Gas distributed at retail" for Michigan includes
125,468 MCF and $592,464 respectively, of sales to Large Commercial
and Industrial Customers (those using 2,000 CCF within one month of
a year) under Wisconsin Public Service Corporation's retail
rates. Industrial usage is indeterminable.
# Receipts of 75,430 kWh of interchange energy were offset by
deliveries of 211 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.
<PAGE>
