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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a) WPS Resources Corporation, was incorporated on December 3, 1993
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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. WPS Resources was organized for
the purpose of becoming the parent holding company in a corporate
restructuring. Effective September 1, 1994, WPS Resources, became
the parent of Wisconsin Public Service Corporation through a
share-for-share exchange of common stock. After the exchange,
WPS Resources owned 100% of the common stock of Wisconsin Public
Service, consisting of 23,896,962 shares, with $4 per share par
value. The directors of WPS Resources are also directors of
Wisconsin Public Service. The majority of the officers of
WPS Resources are also officers of Wisconsin Public Service. The
total consolidated assets of WPS Resources at December 31, 1999
were $1,816,548,000. WPS Resources is not a public utility.
Subsidiaries of WPS Resources consist of the following:
i) Wisconsin Public Service Corporation was incorporated on
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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 total assets of Wisconsin Public Service at December 31,
1999 were $1,409,885,000, or 77.6% of the assets of
WPS Resources. WPS Resources' equity in net income for the
year 1999 was $67,104,000. Wisconsin Public Service 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
natural gas. Wisconsin Public Service serves approximately
388,000 electric customers and 230,000 gas customers in
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11,000 square miles in northeastern and central Wisconsin
and an adjacent part of Upper Michigan. About 96% of
operating revenues in the year 1999 were derived from
Wisconsin customers, and 4% from Michigan customers.
(1) WPS Leasing, Inc. is a nonutility company and was
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incorporated on September 21, 1994 under the laws of
the state of Wisconsin and has its principal office at
the principal executive offices of Wisconsin Public
Service. Wisconsin Public Service owns 100% of the
capital stock of WPS Leasing. The total assets of
WPS Leasing at December 31, 1999 were $13,144,725 or
0.9% of the assets of Wisconsin Public Service. The
1999 Wisconsin Public Service equity interest in net
income was $(120,546). The principal business of
WPS Leasing is to participate in the financing of
specific utility projects.
(2) Wisconsin Valley Improvement Company of which
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Wisconsin Public Service 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. Wisconsin Valley Improvement 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. Water tolls are charged 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).
Wisconsin Valley Improvement generates no electric
energy and renders no public utility services. Total
assets of Wisconsin Valley Improvement at December 31,
1999 were $802,000, or .06% of the assets of Wisconsin
Public Service. Wisconsin Public Service's equity in
net income for Wisconsin Valley Improvement for the
year 1999 was $21,000, or .03% of the total net income
of Wisconsin Public Service. It is the opinion of
legal counsel that Wisconsin Valley Improvement 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 Wisconsin Valley Improvement not
to be a subsidiary of Wisconsin Public Service.
(3) Wisconsin River Power Company of which
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Wisconsin Public Service 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. Wisconsin River Power's
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business consists of the operation of two
hydroelectric plants on the Wisconsin River. The
energy output is sold in equal parts to the three
companies which proportionately own all outstanding
stock of Wisconsin River Power. Our share of total
assets of Wisconsin River Power at December 31, 1999
were $6,459,000, or .46% of the assets of
Wisconsin Public Service. Wisconsin Public Service's
equity in net income for Wisconsin River Power for
the year 1999 was $980,000, or 1.5% of the total net
income of Wisconsin Public Service. Further
information concerning the nature of the business of
Wisconsin River Power is set forth in findings and
opinions of the Securities and Exchange Commission
entered in reference to Wisconsin River Power 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.
ii) WPS Nuclear Corporation is a nonutility company incorporated
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on February 24, 1999 under the laws of the State of Wisconsin.
Its principal offices are located at the principal executive
offices of WPS Resources. WPS Resources owns 100% of the
$1 par value capital stock of WPS Nuclear. WPS Nuclear owns
one-fourth of Nuclear Management Company, LLC.
(1) Nuclear Management Company, LLC was incorporated on
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February 26, 1999 under the laws of the State of
Wisconsin. Its principal offices are located at
700 First Street, Hudson, Wisconsin 54016.
Nuclear Management Company will provide maintenance,
operation, and decommissioning services to nuclear
power plants of member companies.
iii) WPS Visions, Inc. is a nonutility company incorporated on
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July 12, 1996 under the laws of the state of Wisconsin. Its
principal offices are at the principal executive offices of
WPS Resources. WPS Resources owns 100% of the capital stock
of WPS Visions. The intended principal business is to
participate in energy and energy-related nonutility ventures.
iv) WPS Resources Capital Corporation is a nonutility company,
---------------------------------
incorporated on January 13, 1999 under the laws of the State
of Wisconsin. Its principal offices are located at the
principal executive offices of WPS Resources which owns 100%
of its capital stock. WPS Resources Capital is an
intermediate holding company owning 100% of the capital stock
of WPS Power Development, Inc. and WPS Energy Services, Inc.
WPS Resources Capital provides financing for its subsidiaries.
(1) WPS Energy Services, Inc. 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. WPS Resources
Capital owns 100% of the
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capital stock of WPS Energy Services. The principal
business 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. WPS Energy Services holds a
power marketers license from the Federal
Energy Regulatory Commission.
a. WPS-ESI Gas Storage, LLC is a nonutility company
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incorporated on August 26, 1999 under the laws of
the State of Wisconsin. Its principal offices are
located at the principal offices of WPS Energy
Services. WPS Energy Services owns 75% of
WPS-ESI Gas Storage. The principal business
activity is to own and operate a gas storage
facility in the state of Michigan.
(2) WPS Power Development, Inc. is a nonutility company
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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. WPS Resources
Capital owns 100% of the capital stock of
WPS Power Development. The principal business 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.
a. PDI Stoneman, Inc. is a nonutility company
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incorporated on April 1, 1996 under the laws
of the state of Wisconsin with its principal
offices at the principal offices of
WPS Power Development. WPS Power Development
owns 100% of PDI Stoneman's capital stock.
The principal business of PDI Stoneman is to
own 66-2/3% of Mid-American Power, an exempt
wholesale generator who owns the
E. J. Stoneman Generating Station.
b. PDI Operations, Inc. is a nonutility company
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incorporated on May 31, 1996 under the laws of
the state of Wisconsin with its principal
offices at the principal offices of WPS Power
Development. WPS Power Development owns 100%
of the capital stock of PDI Operations. The
principal business is to provide operation,
maintenance, and technical services for the
E. J. Stoneman Generating Station and other
operating assets of WPS Power Development
and its subsidiaries.
c. Mid-American Power Ventures, LLC is a nonutility
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company incorporated on August 22, 1996 under
the laws of the state of Wisconsin. Its
principal offices are located at the principal
offices of WPS Power Development. WPS Power
Development owns 75% of
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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. Mid-American Power Ventures is
currently inactive.
d. Neulite Industries of Wisconsin, LLC is a
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nonutility company incorporated on September 25,
1996 under the laws of the state of Wisconsin.
Its principal offices are located at the
principal offices of WPS Power Development.
WPS Power Development owns 50% of Neulite.
The intended principal business of Neulite
is to own, construct, and operate lightweight
aggregate production facilities. Neulite is
currently inactive.
e. Renewable Fibers International, LLC is a
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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. WPS Power Development
owns 33-1/3% of Renewable Fibers. The principal
business is to develop and carry on business
activities related to the continuous fiber
liberation of wood chips.
f. Wisconsin Woodgas LLC is a nonutility company
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incorporated on January 27, 1998 under the
laws of the state of Wisconsin with its
principal offices at the principal offices
of WPS Power Development. WPS Power
Development owns 100% of the capital stock
of Wisconsin Woodgas. The principal
business is to own and operate a
gasification facility that converts biomass
feedstock into biomass gas for sale to
Wisconsin Energy Operations.
g. Wisconsin Energy Operations LLC is a nonutility
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company incorporated on January 27, 1998 under
the laws of the state of Wisconsin with its
principal offices located in Bangor, Wisconsin.
WPS Power Development owns 49% of
Wisconsin Energy Operations. The principal
business is to own and operate a steam
generation facility that generates process
steam for sale to Webster Industries
Incorporated.
h. ECO Coal Pelletization #12, LLC is a nonutility
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company incorporated on June 15, 1998 under the
laws of the state of Wisconsin. Its principal
offices are located at the principal offices of
WPS Power Development. WPS Power Development
owns 66-2/3% of ECO Coal. The principal
business is to own and
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operate a facility that combines coal fines and
a binder material to create synthetic fuel.
i. Sunbury Holdings, LLC is a nonutility company
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incorporated on April 30, 1999 under the laws
of the State of Delaware. Its principal
offices are located at the principal offices
of WPS Power Development. WPS Development
owns 100% of Sunbury Holdings.
Sunbury Holdings is the parent of
Sunbury Generation and Penfield Collieries.
1) Penfield Collieries, LLC is a
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nonutility company incorporated on
April 30,1999 under the laws of
the State of Delaware. Its principal
offices are located at the principal
offices of WPS Power Development.
Sunbury Holdings, owns 100% of
Penfield Collieries. The company also
owns coal processing facilities in
Pennsylvania.
v) Upper Peninsula Power Company was incorporated on February 26,
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1947 under the laws of the state of Michigan with its
principal offices at 600 Lakeshore Drive, Houghton, Michigan
49931. WPS Resources owns 100% of the capital stock of
Upper Peninsula Power, consisting of 1,473,736 shares of no
par value common stock. The total assets of Upper Peninsula
Power at December 31, 1999 were $125,156,000, or 6.9% of the
assets of WPS Resources. WPS Resources' equity in net income
for the year 1999 was $1,964,000. The directors of
Upper Peninsula Power are all officers or directors of
WPS Resources. Upper Peninsula Power 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
operating revenue is derived from Michigan customers.
vi) Upper Peninsula Building Development Company is a nonutility
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company incorporated on January 18, 1989 under the laws of the
state of Michigan with its principal offices at the principal
offices of Upper Peninsula Power. WPS Resources owns 100% of
the capital stock of Building Development. Building
Development owns the building leased to Upper Peninsula Power
for its corporate headquarters.
vii) Penvest, Inc. is a nonutility company incorporated on
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October 27, 1995 under the laws of the state of Michigan. Its
principal offices are at the principal executive offices of
WPS Resources. WPS Resources owns 100% of the capital stock
of Penvest. Penvest has nonutility investments in
telecommunications and real estate.
viii) WPSR Capital Trust I is a statutory business trust created on
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June 9, 1998 under the laws of the state of Delaware with its
principal offices at the principal executive offices of
WPS Resources. WPS Resources owns 100% of the common
securities
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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 WPS Resources. The sole asset of the
Trust is $51,500,000 of WPS Resources subordinated debentures
due in 2038.
ix) Brown County C-LEC, LLC is a telecommunications company
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incorporated on March 8, 1999 organized under the laws of the
state of Wisconsin. Its principal offices are located in
Green Bay, Wisconsin. WPS Resources acquired a 40% ownership
interest on December 30, 1999. The Brown County C-LEC is
organized to provide local exchange service and telephone
communication service in the Green Bay, Appleton and De Pere,
areas in northeastern Wisconsin.
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,
1999.
a) WPS Resources Corporation directly owns all the stock of
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Wisconsin Public Service, Upper Peninsula Power, WPS Resources
Capital Corporation, WPS Nuclear Corporation, WPS Visions,
Upper Peninsula Building Development, and Penvest. In addition
to this stock ownership, WPS Resources directly owns 40% of
Brown County C-LEC, LLC, a small amount of equipment and software,
and a number of small investments in miscellaneous ventures.
b) Wisconsin Public Service Corporation owns and operates electric
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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 Weston, Wisconsin) with a total rated capacity of
875,200 kilowatts ("kw"); a 41.2% share of the Kewaunee Nuclear
Power Plant at Kewaunee, Wisconsin, which Wisconsin Public Service
operates and owns jointly with Wisconsin Power and Light Company
and Madison Gas and Electric Company, with a rated capacity of
498,000 kw (Wisconsin Public Service's share is 205,200 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 1,014,000 kw (Wisconsin Public Service's share is
322,600 kw); a 31.8% share of the Edgewater Steam Plant Unit #4 at
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Sheboygan, Wisconsin, owned jointly with Wisconsin Power and Light
Company, the operator, with a rated capacity of 333,000 kw
(Wisconsin Public Service's share is 105,800 kw); combustion
turbines of 50,000 kw and 19,500 kw, respectively, south of
Wausau, Wisconsin; two combustion turbines of 43,100 kw and
42,400 kw and a 68% share in a combustion turbine of 77,000 kw
(Wisconsin Public Service's share is 52,360 kw) owned jointly with
Marshfield Electric and Water Department and operated by
Wisconsin Public Service, 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 53,600 kw which includes 12,900 kw purchased from
Wisconsin River Power Company; a 4,000 kw diesel plant at
Eagle River, Wisconsin; a 3,600 kw diesel plant at Ashwaubenon,
Wisconsin; and a 175,800 kw peaker plant through a purchased power
agreement with SkyGen Energy LLC in De Pere, Wisconsin.
Transmission and distribution facilities owned by Wisconsin Public
Service include 55 transmission substations, 111 distribution
substations, and approximately 21,304 route miles of transmission
and distribution lines. Wisconsin Public Service is
interconnected with Wisconsin River Power Company, has
17 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.
Wisconsin Public Service also has 19 interconnections to serve
5 neighboring municipal and cooperative utilities.
Wisconsin Public Service also has 6 distribution system
interconnections to serve 5 neighboring municipal and
cooperative utilities.
Gas facilities include approximately 5,099 miles of main, 66 gate
and city regulator stations, and 213,063 services. All gas
facilities are located in Wisconsin except for distribution
facilities in and near the city of Menominee, Michigan, which
receive gas from Wisconsin Public Service gas lines in the
adjacent city of Marinette, Wisconsin.
All electric and gas facilities of Wisconsin Public Service 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.
c) Upper Peninsula Power Company has all of its properties located in
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Michigan. The transmission and distribution system is comprised of
approximately 3,569 circuit miles. Transmission and
subtransmission networks are operated at 138, 69, 33, and
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12 kilovolts, consisting of approximately 374, 371, 48, and
13 circuit miles, respectively. The remaining 2,763 miles are
operated at distribution voltages ranging between 120 and
15,000 volts.
Upper Peninsula Power 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. Upper Peninsula Power 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. Upper Peninsula
Power 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
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or a foreign utility company, stating monetary amounts in
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United States dollars.
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a) Mid-American Power, LLC
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i) Mid-American Power is an exempt wholesale generator
incorporated on January 12, 1995 under the laws of the state
of Wisconsin. Its principal offices are at the principal
offices of WPS Power Development. The principal business is
the ownership of the E. J. Stoneman Generating Station.
Notice of the Federal Energy Regulatory Commission's finding
that Mid-American Power is an exempt wholesale generator was
received on July 3, 1996.
ii) PDI Stoneman owns 66-2/3% of Mid-American Power. The
remaining 33-1/3% interest is not owned by any WPS Resources
system company.
iii) WPS Resources, indirectly through PDI Stoneman, has
$1,985,350 of capital invested in Mid-American Power.
WPS Resources guarantees a line of credit for Mid-American
Power of $11,500,000. WPS Resources receives an annual fee
of $300,000 from Mid-American Power for this guarantee.
There is also $200,000 of intercompany debt to
WPS Resources.
iv) Capitalization and earnings of Mid-American Power for the
year ended December 31, 1999 are as follows:
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Capitalization:
Common Stock $ 1,854,000
Retained Earnings (6,068,082)
Long-Term Debt 19,382,231
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Total $15,168,149
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v) Service, sales, or construction contracts between
Mid-American Power and any WPS Resources system company
are as follows:
(1) Energy marketing contract with WPS Energy Services
under which WPS Energy Services markets energy and
capacity of the E. J. Stoneman plant for Mid-American
Power. WPS Energy Service's revenues under this
contract for the year ending December 31, 1999 were
$171,000.
(2) Management Agreement with WPS Power Development under
which WPS Power Development provides management
services for Mid-American Power. Revenues of
WPS Power Development under this contract for the
year ending December 31, 1999 were $39,000.
(3) Operations and Maintenance Agreement with
PDI Operations, Inc. under which PDI Operations
provides operations and maintenance services for
Mid-American Power. PDI Operations' revenues under
this contract for the year ending December 31, 1999
were $942,000.
b) PDI Canada, Inc.
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i) PDI Canada, Inc. was incorporated on December 14, 1998 under
the laws of the state of Wisconsin. Its principal offices
are at the principal offices of WPS Power Development. The
principal business of PDI Canada is to own the Tinker Hydro
Station and related transmission assets located in
New Brunswick, Canada. PDI Canada obtained exempt wholesale
generator status from the Federal Energy Regulatory
Commission on May 7, 1999.
ii) WPS Power Development owns 100% of PDI Canada's capital
stock.
iii) WPS Resources Corporation indirectly, through WPS Resources
Capital Corporation and WPS Power Development, has invested
$9,471,916 in PDI Canada. WPS Resources has guaranteed a
$700,000 maintenance reserve and a $1,800,000 debt service
reserve. These guarantees are aggregate guarantees for both
PDI Canada and PDI New England. Long-term debt of PDI Canada
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also includes a $600,000 intercompany loan from WPS
Resources.
iv) Capitalization and earnings of PDI Canada, Inc. for the year
ended December 31, 1999 is:
Capitalization:
Common Stock $ 1,000
Paid in Capital 8,804,654
Retained Earnings 666,262
Long-Term Debt 14,775,000
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Total $24,246,916
==========
v) Service, sales, or construction contracts between PDI Canada
and any WPS Resources system company are as follows:
(a) Energy marketing contract, effective March 2000, with
WPS Energy Services under which WPS Energy Services
markets energy and capacity of the Tinker hydro plant
for PDI Canada. There were no revenues related to
this contract in 1999.
c) PDI New England, Inc.
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i) PDI New England, Inc. was incorporated on December 14, 1998
under the laws of the state of Wisconsin. Its principal
offices are at the principal offices of WPS Power
Development. The principal business of PDI New England is
to own hydro and diesel generation facilities and related
transmission assets, located in Northern Maine.
PDI New England obtained exempt wholesale generator status
from the Federal Energy Regulatory Commission on May 7,
1999.
ii) WPS Power Development, Inc owns 100% of PDI New England's
capital stock.
iii) WPS Resources Corporation indirectly, through WPS Resources
and WPS Power Development, has invested $5,708,760 in
PDI New England, Inc. WPS Resources has guaranteed a
$700,000 maintenance reserve and a $1,800,000 debt service
reserve. These guarantees are aggregate guarantees for both
PDI Canada and PDI New England. Long-term debt of
PDI New England also includes a $400,000 intercompany loan from
WPS Resources.
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iv) Capitalization and earnings of PDI New England for the year
ended December 31, 1999 is:
Capitalization:
Common Stock $ 1,000
Paid in Capital 5,996,278
Retained Earnings (324,517)
Long-Term Debt 9,896,790
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Total $15,569,551
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v) Service, sales, or construction contracts between
PDI New England and any WPS Resources system company are as
follows:
(a) Energy marketing contract, effective March 1, 2000,
with WPS Energy Services under which WPS Energy
Services markets energy and capacity of the generation
assets of PDI New England. There were no revenues
related to this contract in 1999.
d) Sunbury Generation LLC
----------------------
i) Sunbury Generation was incorporated on April 30, 1999 under
the laws of the state of Delaware. Its principal offices
are located at the principal offices of WPS Power
Development. The company owns the 472-megawatt Sunbury
Power Plant in Shamokin Dam, Pennsylvania. Sunbury
Generation obtained exempt wholesale generator status from
the Federal Energy Regulatory Commission on
October 25, 1999.
ii) Sunbury Holdings owns 100% of Sunbury Generation.
iii) WPS Resources Corporation indirectly, through WPS Resources
Capital, WPS Power Development, and Sunbury Holdings, has
invested $15,319,567 in Sunbury Generation. WPS Resources
has guaranteed $25,295,000 of obligations of Sunbury
Generation as of the filing of this report. In addition,
WPS Resources has guaranteed a $13,000,000 off take
obligation for Sunbury Generation.
iv) Capitalization and earnings of Sunbury Generation for the
year ended December 31, 1999 is:
Capitalization:
Paid in Capital $15,475,550
Retained Earnings (155,983)
Long-Term Debt 87,096,023
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Total $102,415,590
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v) Service, sales, or construction contracts between Sunbury
Generation and any WPS Resources system company are as
follows:
(1) Energy marketing contract with WPS Energy Services
under which WPS Energy Service's markets energy and
capacity of the Sunbury plant for Sunbury Generation.
WPS Energy Service's revenues under this contract for
the year ending December 31, 1999 were $60,000.
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LIST OF EXHIBITS
Exhibit A-1 Balance Sheet at December 31, 1999, 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, 1999.
Exhibit A-3 Balance Sheet at December 31, 1999, and Statements of Income
and Surplus Accounts of Wisconsin River Power Company for the
year ended December 31, 1999, 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 1999 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 29th day of February, 2000.
WPS RESOURCES CORPORATION
/S/ D. P. Bittner
----------------------------------
D. P. Bittner
Senior Vice-President and
Chief Financial Officer
(CORPORATE SEAL)
Attest: /S/ B. J. Wolf
------------------------------
B. J. Wolf
Secretary and
Manager-Legal Services
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Name, title, and address of officer to whom notices and correspondence
concerning this statement should be addressed:
B. J. Wolf, 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, 1999 Page 1
(Thousands)
<CAPTION>
WPSC WPSR WPSRCC UPPCO
---- ---- ------ -----
<S> <C> <C> <C> <C>
ASSETS
------
Utility Plant
Electric $1,611,543 $ - $ - $186,289
Gas 285,048 - - -
Property under capital lease 74,130 - - -
--------- ------- ------- -------
Total 1,970,721 - - 186,289
Less - Accumulated depreciation
and decommissioning 1,202,725 - - 90,629
--------- ------- ------- -------
Total 767,996 - - 95,660
Nuclear decommissioning trusts 198,052 - - -
Construction in progress 67,831 - - 6,356
Nuclear fuel, less
accumulated amortization 15,007 - - -
--------- ------- ------- -------
Net Utility Plant 1,048,886 - - 102,016
--------- ------- ------- -------
Current Assets
Cash and equivalents 3,428 - 6,094 1,025
Customer and other receivables,
net of reserves 70,940 2,152 56,617 6,212
Accrued utility revenues 36,132 - - 2,401
Fossil fuel, at average cost 15,134 - 9,138 385
Gas in storage, at average cost 18,776 - 10,568 -
Materials and supplies, at average cost 21,302 - 5,548 1,768
Prepayments and other 20,734 - 3,031 5,156
--------- ------- ------- -------
Total Current Assets 186,446 2,152 90,996 16,947
--------- ------- ------- -------
Regulatory Assets 68,169 - - 2,321
Net Nonutility and Nonregulated Plant 1,294 860 157,609 3,048
Pension Assets 65,622 - - -
Investments and Other Assets 39,468 784,194 6,663 824
--------- ------- ------- -------
Total $1,409,885 $787,206 $255,268 $125,156
========= ======= ======= =======
CAPITALIZATION AND LIABILITIES
------------------------------
Capitalization
Common stock equity $ 263,430 $198,959 $ 66,243 $ 27,316
Retained earnings 263,922 341,701 (7,150) 11,608
Shares in deferred compensation trust - (2,136) - -
ESOP loan guarantee (2,224) - - -
Preferred stock of subsidiary 51,193 - - -
Company-obligated mandatorily redeemable
trust preferred securities of
subsidiary trust holding solely
WPSR 7.00% subordinated debentures - - - -
Capital lease obligation 73,585 - - -
Long-term debt 299,563 200,919 36,072 44,820
--------- ------- ------- -------
Total Capitalization 949,469 739,443 95,165 83,744
--------- ------- ------- -------
Current Liabilities
Current portion of long-term debt
and capital lease obligation 419 - 375 480
Notes payable 10,000 - 108,813 3,000
Commercial paper 40,000 39,855 - -
Accounts payable 52,654 5,594 41,403 7,703
Accrued taxes 6,077 12 5 3,755
Accrued interest 6,742 - - 760
Other 13,118 2,845 3,990 1,086
--------- ------- ------- -------
Total Current Liabilities 129,010 48,306 154,586 16,784
--------- ------- ------- -------
Long-Term Liabilities and Deferred Credits
Accumulated deferred income taxes 107,516 (543) (2,431) 6,566
Accumulated deferred investment
tax credits 23,551 - - 2,197
Regulatory liabilities 56,728 - - 7,420
Postretirement health care liability 47,115 - - -
Environmental remediation liabilities 38,632 - - 1,925
Other long-term liabilities 57,864 - 7,948 6,520
--------- ------- ------- -------
Total Long-Term Liabilities and
Deferred Credits 331,406 (543) 5,517 24,628
--------- ------- ------- -------
Total $1,409,885 $787,206 $255,268 $125,156
========= ======= ======= =======
</TABLE>
<PAGE>
<TABLE>
WPS RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 1999 Page 2
(Thousands)
<CAPTION>
CAP
UPBDC PENVEST WPSN TRST I
----- ------- ---- ------
<S> <C> <C> <C> <C>
ASSETS
------
Utility Plant
Electric $ - $ - $ - $ -
Gas - - - -
Property under capital lease - - - -
----- ----- ----- ------
Total - - - -
Less - Accumulated depreciation
and decommissioning - - - -
----- ----- ----- ------
Total - - - -
Nuclear decommissioning trusts - - - -
Construction in progress - - - -
Nuclear fuel, less
accumulated amortization - - - -
----- ----- ----- ------
Net Utility Plant - - - -
----- ----- ----- ------
Current Assets
Cash and equivalents - - - -
Customer and other receivables,
net of reserves 302 87 83 -
Accrued utility revenues - - - -
Fossil fuel, at average cost - - - -
Gas in storage, at average cost - - - -
Materials and supplies, at average cost - - - -
Prepayments and other - - - -
----- ----- ----- ------
Total Current Assets 302 87 83 -
----- ----- ----- ------
Regulatory Assets - - - -
Net Nonutility and Nonregulated Plant 4,729 603 - -
Pension Assets - - - -
Investments and Other Assets 110 2,282 502 51,500
----- ----- ----- ------
Total $5,141 $2,972 $ 585 $51,500
===== ===== ===== ======
CAPITALIZATION AND LIABILITIES
------------------------------
Capitalization
Common stock equity $ 2 $2,834 $1,135 $ 1,500
Retained earnings 913 150 (329) -
Shares in deferred compensation trust - - - -
ESOP loan guarantee - - - -
Preferred stock of subsidiary - - - -
Company-obligated mandatorily redeemable
trust preferred securities of
subsidiary trust holding solely
WPSR 7.00% subordinated debentures - - - 50,000
Capital lease obligation - - - -
Long-term debt 3,634 - - -
----- ----- ----- ------
Total Capitalization 4,549 2,984 806 51,500
----- ----- ----- ------
Current Liabilities
Current portion of long-term debt
and capital lease obligation 88 - - -
Notes payable - - - -
Commercial paper - - - -
Accounts payable 83 38 - -
Accrued taxes (5) - - -
Accrued interest 59 - - -
Other 110 - - -
----- ----- ----- ------
Total Current Liabilities 335 38 - -
----- ----- ----- ------
Long-Term Liabilities and Deferred Credits
Accumulated deferred income taxes 257 (50) (221) -
Accumulated deferred investment
tax credits - - - -
Regulatory liabilities - - - -
Postretirement health care liability - - - -
Environmental remediation liabilities - - - -
Other long-term liabilities - - - -
----- ----- ----- ------
Total Long-Term Liabilities and
Deferred Credits 257 (50) (221) -
----- ----- ----- ------
Total $5,141 $2,972 $ 585 $51,500
===== ===== ===== ======
</TABLE>
<PAGE>
<TABLE>
WPS RESOURCES CORPORATION AND SUBSIDIARIES Page 3
CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 1999
(Thousands)
<CAPTION>
Consolidated
Eliminations Balance
VISIONS Debit Credit Sheet
------- ----- ------ ------------
<S> <C> <C> <C> <C>
ASSETS
------
Utility Plant
Electric $ - $ - $ - $1,797,832
Gas - - - 285,048
Property under capital lease - - - 74,130
--- ------- ------- ---------
Total - - - 2,157,010
Less - Accumulated depreciation
and decommissioning - - - 1,293,354
--- ------- ------- ---------
Total - - - 863,656
Nuclear decommissioning trusts - - - 198,052
Construction in progress - - - 74,187
Nuclear fuel, less
accumulated amortization - - - 15,007
--- ------- ------- ---------
Net Utility Plant - - - 1,150,902
--- ------- ------- ---------
Current Assets
Cash and equivalents - - - 10,547
Customer and other receivables,
net of reserves - - 4,038 132,355
Accrued utility revenues - - - 38,533
Fossil fuel, at average cost - - - 24,657
Gas in storage, at average cost - - - 29,344
Materials and supplies, at average cost - - - 28,618
Prepayments and other - - 50 28,871
--- ------- ------- ---------
Total Current Assets - - 4,088 292,925
--- ------- ------- ---------
Regulatory Assets - - - 70,490
Net Nonutility and Nonregulated Plant - - - 168,143
Pension Assets - - - 65,622
Investments and Other Assets - - 817,077 68,466
--- ------- ------- ---------
Total $ - $ - $821,165 $1,816,548
=== ======= ======= =========
CAPITALIZATION AND LIABILITIES
------------------------------
Capitalization
Common stock equity $ 24 $362,484 $ - $ 198,959
Retained earnings (22) 269,092 - 341,701
Shares in deferred compensation trust - - - (2,136)
ESOP loan guarantee - - - (2,224)
Preferred stock of subsidiary - - - 51,193
Company-obligated mandatorily redeemable
trust preferred securities of
subsidiary trust holding solely
WPSR 7.00% subordinated debentures - - - 50,000
Capital lease obligation - - - 73,585
Long-term debt - 74,091 - 510,917
--- ------- ------- ---------
Total Capitalization 2 705,667 - 1,221,995
--- ------- ------- ---------
Current Liabilities
Current portion of long-term debt
and capital lease obligation - - - 1,362
Notes payable - 111,410 - 10,403
Commercial paper - - - 79,855
Accounts payable - 4,038 - 103,437
Accrued taxes - - - 9,844
Accrued interest - - - 7,561
Other - 50 - 21,099
--- ------- ------- ---------
Total Current Liabilities - 115,498 - 233,561
--- ------- ------- ---------
Long-Term Liabilities and Deferred Credits
Accumulated deferred income taxes (2) - - 111,092
Accumulated deferred investment
tax credits - - - 25,748
Regulatory liabilities - - - 64,148
Postretirement health care liability - - - 47,115
Environmental remediation liabilities - - - 40,557
Other long-term liabilities - - - 72,332
--- ------- ------- ---------
Total Long-Term Liabilities and
Deferred Credits (2) - - 360,992
--- ------- ------- ---------
Total $ - $821,165 $ - $1,816,548
=== ======= ======= =========
</TABLE>
<PAGE>
WPSC - Wisconsin Public Service Corporation
WPSR - WPS Resources Corporation
WPSRCC - WPS Resources Capital Corporation
UPPCO - Upper Peninsula Power Company
UPBDC - Upper Peninsula Building Development Company
PENVEST - Penvest, Inc.
WPSN - WPS Nuclear Corporation
CAP TRST I - WPSR Capital Trust I
VISIONS - WPS Visions, Inc.
<PAGE>
<TABLE>
WISCONSIN PUBLIC SERVICE CORPORATION AND SUBSIDIARY EXHIBIT A-1
CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 1999
(Thousands)
<CAPTION>
Wisconsin
Public WPS Consolidated
Service Leasing, Eliminations Balance
Corporation Inc. Debit Credit Sheet
----------- -------- ----- ------ ------------
<S> <C> <C> <C> <C> <C>
ASSETS
------
Utility Plant
In service
Electric $1,596,255 $15,288 $ - $ - $1,611,543
Gas 285,048 - - - 285,048
Property under capital lease 74,130 - - - 74,130
--------- ------ --- --- ---------
Total 1,955,433 15,288 - - 1,970,721
Less - accumulated depreciation 1,200,450 2,275 - - 1,202,725
--------- ------ --- --- ---------
Net plant 754,983 13,013 - - 767,996
Nuclear decommissioning trusts 198,052 - - - 198,052
Construction work in progress 67,831 - - - 67,831
Nuclear fuel - net 15,007 - - - 15,007
--------- ------ --- --- ---------
Net Utility Plant 1,035,873 13,013 - - 1,048,886
--------- ------ --- --- ---------
Current Assets
Cash 3,415 13 - - 3,428
Customer and other receivables,
net of reserves 70,943 119 - 122 70,940
Accrued utility revenues 36,132 - - - 36,132
Fossil fuel, at average cost 15,134 - - - 15,134
Gas in storage, at average cost 18,776 - - - 18,776
Materials and supplies, at average cost 21,302 - - - 21,302
Prepayments and other 20,734 - - - 20,734
--------- ------ --- --- ---------
Total Current Assets 186,436 132 - 122 186,446
--------- ------ --- --- ---------
Regulatory Assets 68,169 - - - 68,169
Net Nonutility and Nonregulated Plant 1,294 - - - 1,294
Pension Assets 65,622 - - - 65,622
Investments and Other Assets 39,317 - 151 - 39,468
--------- ------ --- --- ---------
Total Assets $1,396,711 $13,145 $151 $122 $1,409,885
========= ====== === === =========
CAPITALIZATION AND LIABILITIES
------------------------------
Capitalization
Common stock equity $ 263,430 $ 476 $476 $ - $ 263,430
Retained earnings 263,922 (627) - 627 263,922
ESOP loan guarantee (2,224) - - - (2,224)
Preferred stock 51,193 - - - 51,193
Capital lease obligation 73,585 - - - 73,585
Long-term debt 285,783 13,780 - - 299,563
--------- ------ --- --- ---------
Total Capitalization 935,689 13,629 476 627 949,469
--------- ------ --- --- ---------
Current Liabilities
Current portion of capital
lease obligation 419 - - - 419
Note payable 10,000 - - - 10,000
Commercial paper 40,000 - - - 40,000
Accounts payable 52,775 1 122 - 52,654
Accrued interest and taxes 12,819 - - - 12,819
Other 13,118 - - - 13,118
--------- ------ --- --- ---------
Total Current Liabilities 129,131 1 122 - 129,010
--------- ------ --- --- ---------
Long-Term Liabilities
and Deferred Credits
Accumulated deferred income taxes 108,001 (485) - - 107,516
Accumulated deferred investment
tax credits 23,551 - - - 23,551
Regulatory liabilities 56,728 - - - 56,728
Environmental remediation liabilities 38,632 - - - 38,632
Postretirement health care liability 47,115 - - - 47,115
Other long-term liabilities 57,864 - - - 57,864
--------- ------ --- --- ---------
Total Long-Term Liabilities
and Deferred Credits 331,891 (485) - - 331,406
--------- ------ --- --- ---------
Total Capitalization and Liabilities $1,396,711 $13,145 $598 $627 $1,409,885
========= ====== === === =========
</TABLE>
<TABLE>
WPS RESOURCES CAPITAL CORPORATION EXHIBIT A-1
CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 1999
(Thousands)
<CAPTION>
WPS WPS WPS
Resources Energy Power Consolidated
Capital Services, Development, Eliminations Balance
Corporation Inc. Inc. Debit Credit Sheet
----------- --------- ------------ ----- ------ ------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
------
Current Assets
Cash and equivalents $ 102 $ 298 $ 5,694 $ - $ - $ 6,094
Customer and other
receivables,
net of reserves (46) 47,406 9,277 - 20 56,617
Fossil fuel, at average cost - - 9,138 - - 9,138
Gas in storage, at average
cost - 10,568 - - - 10,568
Materials and supplies,
at average cost - - 5,548 - - 5,548
Prepayments and other - 2,616 415 - - 3,031
------ ------- ------- ------ ------ -------
Total Current Assets 56 60,888 30,072 - 20 90,996
------ ------- ------- ------ ------ -------
Net Nonutility and Nonregulated
Plant - 1,176 156,433 - - 157,609
Investments and Other Assets 59,043 2,782 3,742 - 58,904 6,663
------ ------- ------- ------ ------ -------
Total $59,099 $ 64,846 $190,247 $ - $58,924 $255,268
====== ======= ======= ====== ====== =======
CAPITALIZATION AND LIABILITIES
------------------------------
Capitalization
Common stock equity $66,243 $ 44,701 $ 48,745 $93,446 $ - $ 66,243
Retained earnings (7,150) (22,064) (12,478) - 34,542 (7,150)
Long-term debt - 1,311 34,761 - - 36,072
------ ------- ------- ------ ------ -------
Total Capitalization 59,093 23,948 71,028 93,446 34,542 95,165
------ ------- ------- ------ ------ -------
Current Liabilities
Long-term debt due
within one year - - 375 - - 375
Notes payable - 4,890 103,923 - - 108,813
Accounts payable 7 37,680 3,736 20 - 41,403
Accrued taxes - 5 - - - 5
Other - 1,030 2,960 - - 3,990
------ ------- ------- ------ ------ -------
Total Current Liabilities 7 43,605 110,994 20 - 154,586
------ ------- ------- ------ ------ -------
Long-Term Liabilities and
Deferred Credits
Accumulated deferred
income taxes (1) (2,707) 277 - - (2,431)
Other long-term liabilities - - 7,948 - - 7,948
------ ------- ------- ------ ------ -------
Total Long-Term
Liabilities and
Deferred Credits (1) (2,707) 8,225 - - 5,517
------ ------- ------- ------ ------ -------
Total $59,099 $ 64,846 $190,247 $93,466 $34,542 $255,268
====== ======= ======= ====== ====== =======
</TABLE>
<PAGE>
<TABLE>
WPS RESOURCES CORPORATION AND SUBSIDIARIES EXHIBIT A-2
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1999 Page 1
(Thousands)
<CAPTION>
WPSC WPSR WPSRCC UPPCO
---- ---- ------ -----
<S> <C> <C> <C> <C>
Operating Revenues
Electric utility revenues $527,922 $ - $ - $62,437
Gas utility revenues 191,521 - - -
Nonregulated energy and other - 66,899 326,371 -
------- ------ ------- ------
Total Operating Revenues 719,443 66,899 326,371 62,437
------- ------ ------- ------
Operating Expenses
Electric production fuels 113,170 - - 610
Purchased power 57,390 - - 24,117
Gas purchased for resale 117,582 - - -
Nonregulated energy cost of sales - - 304,283 -
Other operating expenses 150,822 2,450 26,689 16,063
Maintenance 56,650 - - 3,914
Depreciation and decommissioning 73,163 120 4,340 5,951
Taxes other than income 26,414 3 188 4,959
------- ------ ------- ------
Total Operating Expenses 595,191 2,573 335,500 55,614
------- ------ ------- ------
Operating Income 124,252 64,326 (9,129) 6,823
------- ------ ------- ------
Other Income and (Deductions)
Allowance for equity funds
used during construction 719 - - (3)
Other, net 7,888 (69) (470) 705
------- ------ ------- ------
Total Other Income and
(Deductions) 8,607 (69) (470) 702
------- ------ ------- ------
Income Before Interest Expense 132,859 64,257 (9,599) 7,525
------- ------ ------- ------
Interest Expense
Interest on long-term debt 21,855 1,319 2,921 3,525
Other interest 5,560 5,747 2,044 742
Allowance for borrowed funds
used during construction (2,874) - - (27)
------- ------ ------- ------
Total Interest Expense 24,541 7,066 4,965 4,240
------- ------ ------- ------
Distributions - Preferred Securities
of Subsidiary Trust - - - -
------- ------ ------- ------
Income Before Income Taxes 108,318 57,191 (14,564) 3,285
Income Taxes 38,103 (2,374) (7,268) 1,321
Preferred Stock Dividends
of Subsidiary 3,111 - - -
------- ------ ------- ------
Net Income $ 67,104 $59,565 $ (7,296) $ 1,964
======= ====== ======= ======
</TABLE>
WPSC - Wisconsin Public Service Corporation
WPSR - WPS Resources Corporation
WPSRCC - WPS Resources Capital Corporation
UPPCO - Upper Peninsula Power Company
<PAGE>
<TABLE>
WPS RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1999 Page 2
(Thousands)
<CAPTION>
CAP
UPBDC PENVEST WPSN TRST I
----- ------- ---- ------
<S> <C> <C> <C> <C>
Operating Revenues
Electric utility revenues $ - $ - $ - $ -
Gas utility revenues - - - -
Nonregulated energy and other 1,108 17 (548) -
----- --- ---- -----
Total Operating Revenues 1,108 17 (548) -
----- --- ---- -----
Operating Expenses
Electric production fuels - - - -
Purchased power - - - -
Gas purchased for resale - - - -
Nonregulated energy cost of sales - - - -
Other operating expenses 24 10 2 -
Maintenance - - - -
Depreciation and decommissioning 156 14 - -
Taxes other than income 234 20 - -
----- --- ---- -----
Total Operating Expenses 414 44 2 -
----- --- ---- -----
Operating Income 694 (27) (550) -
----- --- ---- -----
Other Income and (Deductions)
Allowance for equity funds
used during construction - - - -
Other, net 5 174 - 3,606
----- --- ---- -----
Total Other Income and
(Deductions) 5 174 - 3,606
----- --- ---- -----
Income Before Interest Expense 699 147 (550) 3,606
----- --- ---- -----
Interest Expense
Interest on long-term debt 354 - - 105
Other interest - - - -
Allowance for borrowed funds
used during construction - - - -
----- --- ---- -----
Total Interest Expense 354 - - 105
----- --- ---- -----
Distributions - Preferred Securities
of Subsidiary Trust - - - 3,501
----- --- ---- -----
Income Before Income Taxes 345 147 (550) -
Income Taxes 125 55 (221) -
Preferred Stock Dividends
of Subsidiary - - - -
----- --- ---- -----
Net Income $ 220 $ 92 $(329) $ -
===== === ==== =====
</TABLE>
UPBDC - Upper Peninsula Building Development Company
PENVEST - Penvest, Inc.
WPSN - WPS Nuclear Corporation
CAP TRST I - WPSR Capital Trust I
<PAGE>
<TABLE>
WPS RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1999 Page 3
(Thousands)
<CAPTION>
Consolidated
Eliminations Statement
VISIONS Debit Credit of Income
------- ----- ------ ------------
<S> <C> <C> <C> <C>
Operating Revenues
Electric utility revenues $ - $ 7,888 $ - $ 582,471
Gas utility revenues - - - 191,521
Nonregulated energy and other - 69,299 - 324,548
-- ------ ------- ---------
Total Operating Revenues - 77,187 - 1,098,540
-- ------ ------- ---------
Operating Expenses
Electric production fuels - - - 113,780
Purchased power - - 7,888 73,619
Gas purchased for resale - 2,832 1,525 118,889
Nonregulated energy cost of sales - - 2,832 301,451
Other operating expenses - - 1,122 194,938
Maintenance - - - 60,564
Depreciation and decommissioning - - - 83,744
Taxes other than income - - - 31,818
-- ------ ------- ---------
Total Operating Expenses - 2,832 13,367 978,803
-- ------ ------- ---------
Operating Income - 80,019 13,367 119,737
-- ------ ------- ---------
Other Income and (Deductions)
Allowance for equity funds
used during construction - - - 716
Other, net - 3,606 - 8,233
-- ------ ------- ---------
Total Other Income and
(Deductions) - 3,606 - 8,949
-- ------ ------- ---------
Income Before Interest Expense - 83,625 13,367 128,686
-- ------ ------- ---------
Interest Expense
Interest on long-term debt - - 2,917 27,162
Other interest - - 5,586 8,507
Allowance for borrowed funds
used during construction - - - (2,901)
-- ------ ------- ---------
Total Interest Expense - - 8,503 32,768
-- ------ ------- ---------
Distributions - Preferred Securities
of Subsidiary Trust - - - 3,501
-- ------ ------- ---------
Income Before Income Taxes - 83,625 21,870 92,417
Income Taxes - - - 29,741
Preferred Stock Dividends
of Subsidiary - - - 3,111
-- ------ ------- ---------
Net Income $ - $83,625 $ 21,870 $ 59,565
== ====== ======= =========
</TABLE>
VISIONS - WPS Visions, Inc.
<PAGE>
<TABLE>
WISCONSIN PUBLIC SERVICE CORPORATION AND SUBSIDIARY EXHIBIT A-2
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1999
(Thousands)
<CAPTION>
Wisconsin
Public WPS Consolidated
Service Leasing, Eliminations Statement
Corporation Inc. Debit Credit of Income
----------- -------- ----- ------ ------------
<S> <C> <C> <C> <C> <C>
Operating Revenues
Electric utility revenues $527,922 $ - $ - $ - $527,922
Gas utility revenues 191,521 - - - 191,521
Other nonutility - 1,453 1,453 - -
------- ----- ----- ----- -------
Total Operating Revenues 719,443 1,453 1,453 - 719,443
------- ----- ----- ----- -------
Operating Expenses
Electric production fuels 114,088 - 535 1,453 113,170
Purchased power 57,390 - - - 57,390
Gas purchased for resale 117,582 - - - 117,582
Other operating expenses 150,808 14 - - 150,822
Maintenance 56,650 - - - 56,650
Depreciation and decommissioning 73,163 535 - 535 73,163
Taxes other than income 26,414 - - - 26,414
------- ----- ----- ----- -------
Total Operating Expenses 596,095 549 535 1,988 595,191
------- ----- ----- ----- -------
Operating Income 123,348 904 1,988 1,988 124,252
------- ----- ----- ----- -------
Other Income and (Deductions)
Allowance for equity funds
used during construction 719 - - - 719
Other, net 7,768 - - 120 7,888
------- ----- ----- ----- -------
Total Other Income and (Deductions) 8,487 - - 120 8,607
------- ----- ----- ----- -------
Income Before Interest Expense 131,835 904 1,988 2,108 132,859
------- ----- ----- ----- -------
Interest Expense
Interest on long-term debt 20,750 1,105 - - 21,855
Allowance for borrowed funds
used during construction (2,874) - - - (2,874)
Other interest 5,560 - - - 5,560
------- ----- ----- ----- -------
Total Interest Expense 23,436 1,105 - - 24,541
------- ----- ----- ----- -------
Income Before Income Taxes 108,399 (201) 1,988 2,108 108,318
Income Taxes 38,184 (81) - - 38,103
------- ----- ----- ----- -------
Net Income 70,215 (120) 1,988 2,108 70,215
Preferred Stock Dividends Requirements 3,111 - - - 3,111
------- ----- ----- ----- -------
Earnings on Common Stock $ 67,104 $ (120) $1,988 $2,108 $ 67,104
======= ===== ===== ===== =======
</TABLE>
<TABLE>
WPS RESOURCES CAPITAL CORPORATION EXHIBIT A-2
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1999
(Thousands)
<CAPTION>
WPS WPS WPS
Resources Energy Power Consolidated
Capital Services, Development, Eliminations Statement
Corporation Inc. Inc. Debit Credit of Income
----------- --------- ------------ ----- ------ -----------
<S> <C> <C> <C> <C> <C> <C>
Operating Revenues
Non-regulated energy
and other $(7,287) $292,212 $35,400 $1,238 $7,284 $326,371
------ ------- ------ ----- ----- -------
Total Operating Revenues (7,287) 292,212 35,400 1,238 7,284 326,371
------ ------- ------ ----- ----- -------
Operating Expenses
Non-regulated energy cost
of sales - 286,602 18,624 - 943 304,283
Other operating expenses 16 10,026 16,942 - 295 26,689
Depreciation and
decommissioning - 1,058 3,282 - - 4,340
Taxes other than income - 36 152 - - 188
------ ------- ------ ----- ----- -------
Total Operating Expenses 16 297,722 39,000 - 1,238 335,500
------ ------- ------ ----- ----- -------
Operating Income (7,303) (5,510) (3,600) 1,238 8,522 (9,129)
------ ------- ------ ----- ----- -------
Other Income and (Deductions)
Other, net 1 (221) (253) - 3 (470)
------ ------- ------ ----- ----- -------
Total Other Income and
(Deductions) 1 (221) (253) - 3 (470)
------ ------- ------ ----- ----- ------
Income Before Interest Expense (7,302) (5,731) (3,853) 1,238 8,525 (9,599)
------ ------- ------ ----- ----- ------
Interest Expense
Interest on long-term debt - 99 2,822 - - 2,921
Other interest - 237 1,807 - - 2,044
------ ------- ------ ----- ----- ------
Total Interest Expense - 336 4,629 - - 4,965
------ ------- ------ ----- ----- -------
Income Before Income Taxes (7,302) (6,067) (8,482) 1,238 8,525 (14,564)
Income Taxes (6) (2,579) (4,683) - - (7,268)
------ ------- ------ ----- ----- -------
Net Income $(7,296) $ (3,488) $(3,799) $1,238 $8,525 $ (7,296)
====== ======= ====== ===== ===== =======
</TABLE>
<PAGE>
<TABLE>
WPS RESOURCES CORPORATION AND SUBSIDIARIES EXHIBIT A-2
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1999 Page 1
(Thousands)
<CAPTION>
WPSC WPSR WPSRCC UPPCO
---- ---- ------ -----
<S> <C> <C> <C> <C>
Retained Earnings (1/1/99) $284,726 $335,154 $ - $13,444
Net income 67,104 59,565 (7,296) 1,964
------- ------- ------ ------
351,830 394,719 (7,296) 15,408
Dividends on common stock 87,908 53,018 (146) 3,800
------- ------- ------ ------
Retained Earnings (12/31/99) $263,922 $341,701 $(7,150) $11,608
======= ======= ====== ======
</TABLE>
WPSC - Wisconsin Public Service Corporation
WPSR - WPS Resources Corporation
WPSRCC - WPS Resources Capital Corporation
UPPCO - Upper Peninsula Power Company
<PAGE>
<TABLE>
WPS RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1999 Page 2
(Thousands)
<CAPTION>
CAP
UPBDC PENVEST WPSN TRST I
----- ------- ---- ------
<S> <C> <C> <C> <C>
Retained Earnings (1/1/99) $ 868 $ 58 $ - $ -
Net income 220 92 (329) -
----- --- ---- --
1,088 150 (329) -
Dividends on common stock 175 - - -
----- --- ---- --
Retained Earnings (12/31/99) $ 913 $150 $(329) $ -
===== === ==== ==
</TABLE>
UPBDC - Upper Peninsula Building Development Company
PENVEST - Penvest, Inc.
WPSN - WPS Nuclear Corporation
CAP TRST I - WPSR Capital Trust I
<PAGE>
<TABLE>
WPS RESOURCES CORPORATION AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1999 Page 3
(Thousands)
<CAPTION>
Consolidated
Statement
Eliminations of Retained
VISIONS Debit Credit Earnings
------- ----- ------ ------------
<S> <C> <C> <C> <C>
Retained Earnings (1/1/99) $(22) $299,096 $ 22 $335,154
Net income - 69,380 7,625 59,565
--- ------- ------ -------
(22) 368,476 7,647 394,719
Dividends on common stock - 146 91,883 53,018
--- ------- ------ -------
Retained Earnings (12/31/99) $(22) $368,622 $99,530 $341,701
=== ======= ====== =======
</TABLE>
VISIONS - WPS Visions, Inc.
<PAGE>
<TABLE>
WISCONSIN PUBLIC SERVICE CORPORATION AND SUBSIDIARY EXHIBIT A-2
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1999
(Thousands)
<CAPTION>
Wisconsin
Public WPS Consolidated
Service Leasing, Eliminations Statement
Corporation Inc. Debit Credit of Income
----------- ------- ----- ------ ------------
<S> <C> <C> <C> <C> <C>
Retained Earnings (1/1/99)
Wisconsin Public Service Corporation $284,726 $ - $ - $ - $284,726
WPS Leasing, Inc. - (507) - 507 -
Net Income 70,215 (120) - 120 70,215
------- ---- -- --- -------
354,941 (627) - 627 354,941
------- ---- -- --- -------
Dividends Declared
Dividends on preferred stock 3,111 - - - 3,111
Dividends on common stock 87,908 - - - 87,908
------- ---- -- --- -------
Retained Earnings (12/31/99) $263,922 $(627) $ - $627 $263,922
======= ==== == === =======
</TABLE>
<TABLE>
WPS RESOURCES CAPITAL CORPORATION EXHIBIT A-2
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1999
(Thousands)
<CAPTION>
WPS WPS WPS Consolidated
Resources Energy Power Statement of
Capital Services, Development, Eliminations Retained
Corporation Inc. Inc. Debit Credit Earnings
----------- --------- ------------ ----- ------ ------------
<S> <C> <C> <C> <C> <C> <C>
Retained Earnings
(1/1/99) $ - $(18,576) $ (8,827) $ - $27,403 $ -
Net income (7,296) (3,488) (3,799) 1,238 8,525 (7,296)
------ ------- ------- ----- ------ ------
(7,296) (22,064) (12,626) 1,238 35,928 (7,296)
------ ------- ------- ----- ------ ------
Dividends on common stock (146) - (148) 148 - (146)
------ ------- ------- ----- ------ ------
Retained Earnings
(12/31/99) $(7,150) $(22,064) $(12,478) $1,386 $35,928 $(7,150)
====== ======= ======= ===== ====== ======
</TABLE>
<PAGE>
[ARTICLE] OPUR3 EXHIBIT B
[MULTIPLIER] 1,000
<TABLE>
<S> <C>
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] DEC-31-1999
[PERIOD-START] JAN-01-1999
[PERIOD-END] DEC-31-1999
[BOOK-VALUE] PER-BOOK
[TOTAL-ASSETS] 1,816,548
[TOTAL-OPERATING-REVENUES] 1,098,540
[NET-INCOME] 59,565
</TABLE>
EXHIBIT C
ORGANIZATIONAL CHART SHOWING THE RELATIONSHIP OF EACH EWG
OR
FOREIGN UTILITY COMPANY TO ASSOCIATE COMPANIES
IN THE HOLDING COMPANY SYSTEM
1) WPS RESOURCES CORPORATION *
a) Wisconsin Public Service Corporation
i) WPS Leasing, Inc.
b) Upper Peninsula Power Company
c) WPS Visions, Inc.
d) Upper Peninsula Building Development Company
e) Penvest, Inc.
f) WPSR Capital Trust I
g) WPS Nuclear Corporation
i) Nuclear Management Company, LLC (25% ownership)
h) WPS Resources Capital Corporation
i) WPS Energy Services, Inc.
(1) WPS-ESI Gas Storage, LLC (75% ownership)
ii) WPS Power Development, Inc.
(1) PDI Stoneman, Inc.
(a) Mid-American Power, LLC (66-2/3% ownership)
(2) PDI Operations, Inc.
(3) Mid-American Power Ventures, LLC (75% ownership)
(4) Neulite Industries of Wisconsin, LLC (50% ownership)
(5) PDI Canada, Inc.
(6) PDI New England, Inc.
(7) Sunbury Holdings, LLC
(a) Sunbury Generation, LLC
(b) Penfield Collieries, LLC
(8) Renewable Fibers International, LLC (33-1/3% ownership)
<PAGE>
(9) Wisconsin Woodgas LLC
(10) Wisconsin Energy Operations LLC (49% ownership)
(11) ECO Coal Pelletization #12, LLC (66-2/3% ownership)
i) Brown County C-LEC, LLC (40% ownership)
* WPS Resources Corporation is the parent holding company.
All affiliated companies listed are 100% owned except as
noted otherwise.
<PAGE>
<TABLE>
WPS RESOURCES CORPORATION EXHIBIT D
<CAPTION>
SALES OF ELECTRIC ENERGY AND GAS
Calendar Year 1999
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) 11,299,265,637 None 169,782,000
Michigan (kWh) 620,882,504 877,634,000 None
-------------- ----------- -----------
Total (kWh) 11,920,148,141 877,634,000 169,782,000
Wisconsin (revenues -
excludes miscellaneous) $505,244,995 None None
Michigan (revenues -
excludes miscellaneous) 21,603,407 $59,408,978 None
----------- -----------
Total (revenues associated
with energy sold) $526,848,402 $59,408,978 None
Intercompany
Wisconsin - Wisconsin River
Power to WPSC (kWh) None None 56,594,000 *
Wisconsin - WPSC to
Upper Peninsula Power
Company (kWh) 294,297,364 None None
Wisconsin - Wisconsin River
Power to WPSC (revenues) None None $1,705,396
Wisconsin - WPSC to
Upper Peninsula Power
Company (revenues) $8,348,496 None None
Other
Wisconsin (kWh) 11,004,968,273 None 113,188,000 *
Michigan (kWh) 620,882,504 877,634,000 None
-------------- ----------- -----------
Total (kWh) 11,625,850,777 877,634,000 113,188,000
Wisconsin (revenues -
excludes miscellaneous) $496,896,499 None None
Michigan (revenues -
excludes miscellaneous) 21,603,407 $59,408,978 None
----------- -----------
Total (revenues associated
with energy sold) $518,499,906 $59,408,978 None
Gas distributed at retail
Wisconsin (MCF) 36,049,829 ** None None
Michigan (MCF) 716,196 ** None None
----------
Total (MCF) 36,766,025 None None
Wisconsin (revenues -
excludes miscellaneous) $185,678,181 ** None None
Michigan (revenues -
excludes miscellaneous) 3,005,778 ** None None
-----------
Total (revenues -
excludes miscellaneous) $188,683,959
Intercompany None None None
<PAGE>
WPS RESOURCES CORPORATION EXHIBIT D
Page 2
Wisconsin Upper Wisconsin
Public Peninsula River
Service Power Power
Corporation Company Company
----------- --------- ---------
Other (transport gas)
Wisconsin (MCF) 27,695,328 ** None None
Michigan (MCF) 1,090,680 ** None None
-----------
Total (MCF) 28,786,008
Wisconsin (revenues) $7,144,577 ** None None
Michigan (revenues) 430,995 ** None None
-----------
Total (revenues) $7,575,572
(b) Electric energy distributed
at retail outside state
of organization
Michigan (kWh) 315,340,540 None None
Michigan (revenues -
excludes miscellaneous) $12,839,453 None None
Gas distributed at
retail outside state
of organization
Michigan (MCF) 1,806,876 ** None None
Michigan (revenues -
excludes miscellaneous) $3,436,774 ** None None
(c) Electric energy sold at
wholesale outside state of
organization or at state line
Michigan (kWh) 305,541,964 None None
Michigan (revenues) $8,763,954 None None
Wisconsin (kWh) None 6,525,000 None
Wisconsin (revenues) None $450,431 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 #
kWh 1,846,872,000 439,474,000 None
Expenses $45,645,827 $13,028,681 None
Gas purchased outside state of
organization or at state line
Numerous states (MCF) 36,374,729 None None
Numerous states (expenses) $117,582,172 None None
</TABLE>
<PAGE>
WPS RESOURCES CORPORATION EXHIBIT D
Page 3
* 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 10,964,681 MCF and
$43,443,757, and "Gas distributed at retail" for Michigan includes
130,317 MCF and $536,183 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 88,202 kWh of interchange energy were offset by
deliveries of 185 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>
