| | Exhibit 99.4(a) |
| | | |
See Item 8.01 of the accompanying Current Report on Form 8-K for a detailed discussion of the facts |
surrounding, rationale for and other matters involving the following disclosure. | | |
| | | |
The following information replaces Schedule I and II previously filed in the Annual Report | |
on Form 10-K for the year ended December 31, 2004 of WPS Resources. | | |
| | | |
| | | |
SCHEDULE I - CONDENSED | | | |
PARENT COMPANY FINANCIAL STATEMENTS | | | |
WPS RESOURCES CORPORATION (PARENT COMPANY ONLY) | | | |
| | | |
A. STATEMENTS OF INCOME AND RETAINED EARNINGS |
| | | |
| | | |
Year Ended December 31 | | | |
(Millions) | 2004 | 2003 | 2002 |
| | | |
Income | | | |
Equity earnings from subsidiaries in excess of dividends | $79.4 | $35.8 | $58.2 |
Dividends from subsidiaries | 81.0 | 72.0 | 64.0 |
Equity earnings from subsidiaries | 160.4 | 107.8 | 122.2 |
Investment income and other | 1.8 | 3.4 | 3.3 |
| | | |
Total income | 162.2 | 111.2 | 125.5 |
| | | |
| | | |
Operating expenses | 12.3 | 7.6 | 7.8 |
Income before interest expense and income taxes | 149.9 | 103.6 | 117.7 |
Interest expense | 17.6 | 20.6 | 16.3 |
Income before income taxes | 132.3 | 83.0 | 101.4 |
Income taxes | (7.4) | (8.5) | (8.0) |
| | | |
Net income before cumulative effect of change in accounting principles | 139.7 | 91.5 | 109.4 |
Cumulative effect of change in accounting principles, net of tax | - | 3.2 | - |
Net Income | 139.7 | 94.7 | 109.4 |
| | | |
Retained earnings, beginning of year | 438.8 | 415.9 | 373.6 |
Common stock dividends | (81.3) | (71.8) | (67.1) |
Other | (0.2) | - | - |
Retained earnings, end of year | $497.0 | $438.8 | $415.9 |
| | | |
Average shares of common stock | | | |
Basic | 37.4 | 33.0 | 31.7 |
Diluted | 37.6 | 33.2 | 32.0 |
| | | |
Earnings per common share (basic) | | | |
Net income before cumulative effect of change in accounting principles | $3.74 | $2.77 | $3.45 |
Cumulative effect of change in accounting principles | - | $0.10 | - |
Earnings per common share (basic) | $3.74 | $2.87 | $3.45 |
| | | |
Earnings per common share (diluted) | | | |
Net income before cumulative effect of change in accounting principles | $3.72 | $2.75 | $3.42 |
Cumulative effect of change in accounting principles | - | $0.10 | - |
Earnings per common share (diluted) | $3.72 | $2.85 | $3.42 |
| | | |
The accompanying notes to WPS Resources Corporation's parent company financial statements are an integral part of these statements. |
| | | |
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| | |
SCHEDULE I - CONDENSED | | |
PARENT COMPANY FINANCIAL STATEMENTS | | |
WPS RESOURCES CORPORATION (PARENT COMPANY ONLY) | | |
| | |
B. BALANCE SHEETS |
| | |
| | |
At December 31 | | |
(Millions) | 2004 | 2003 |
Assets | | |
Current assets | | |
Cash and cash equivalents | $0.5 | $0.5 |
Accounts receivable - affiliates | 7.7 | 4.2 |
Other receivables | 2.2 | 2.5 |
Current deferred income taxes | 0.1 | - |
Notes receivable - affiliates | 66.6 | 71.9 |
Total current assets | 77.1 | 79.1 |
| | |
Long-term notes receivable - affiliates | 27.0 | 27.4 |
| | |
Investments in subsidiaries, at equity | | |
Wisconsin Public Service Corporation | 899.7 | 798.2 |
WPS Resources Capital Corporation | 391.8 | 320.6 |
Upper Peninsula Power Company | 64.0 | 59.8 |
Other | 82.2 | 49.2 |
Total investments in subsidiaries, at equity | 1,437.7 | 1,227.8 |
| | |
Net equipment | 0.3 | 0.4 |
Other investments | 21.2 | 21.5 |
Advance to affiliate | 18.6 | - |
Deferred income taxes | 0.1 | 4.2 |
| | |
Total assets | $1,582.0 | $1,360.4 |
| | |
| | |
Liabilities and Capitalization | | |
Current liabilities | | |
Notes payable - affiliates | $20.5 | $2.0 |
Notes payable to preferred stock trust | - | $51.5 |
Commercial paper | 188.8 | 28.0 |
Accounts payable - affiliates | 4.1 | 0.8 |
Accounts payable | 0.4 | 1.1 |
Dividends payable | - | - |
Other | 6.3 | 3.9 |
Total current liabilities | 220.1 | 87.3 |
| | |
Capitalization | | |
Total common stock equity | 1,091.8 | 1,003.2 |
Unsecured senior notes, net of unamortized discount | 249.1 | 248.9 |
Advances from affiliates | 21.0 | 21.0 |
Total capitalization | 1,361.9 | 1,273.1 |
| | |
Total liabilities and capitalization | $1,582.0 | $1,360.4 |
| | |
The accompanying notes to WPS Resources Corporation's parent company financial statements are an integral part of these statements. |
| | |
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| | | |
| | | |
SCHEDULE I - CONDENSED | | | |
PARENT COMPANY FINANCIAL STATEMENTS | | | |
WPS RESOURCES CORPORATION (PARENT COMPANY ONLY) | | | |
| | | |
C. STATEMENTS OF CASH FLOWS |
| | | |
| | | |
Year Ended December 31 | | | |
(Millions) | 2004 | 2003 | 2002 |
| | | |
Operating | | | |
Net income | $139.7 | $94.7 | $109.4 |
| | | |
(Deduct) equity earnings from subsidiaries in excess of dividends | (79.4) | (35.8) | (58.2) |
Deferred income taxes | 4.0 | (0.2) | (1.1) |
Cumulative effect of change in accounting principles, net of tax | - | (3.2) | - |
Other - net | (14.8) | 1.2 | 1.2 |
| | | |
Changes in other items | | | |
Receivables | (3.2) | (1.9) | (0.1) |
Accounts payable | 2.6 | 0.3 | (5.9) |
Other | 2.5 | (0.8) | 0.3 |
Net cash - operating | 51.4 | 54.3 | 45.6 |
| | | |
Investing | | | |
Notes receivable - affiliates | 5.7 | (83.7) | 11.3 |
Capital contributions - affiliates, net | (128.9) | (117.6) | (82.2) |
Investments - other | (1.1) | (1.1) | (4.3) |
Net cash - investing | (124.3) | (202.4) | (75.2) |
| | | |
Financing | | | |
Commercial paper, net | 160.8 | 28.0 | (15.0) |
Intercompany debt, net | 18.5 | (13.6) | (6.2) |
Repayment of note to preferred stock trust | (51.5) | - | - |
Proceeds from long-term debt | - | - | 100.0 |
Purchase of deferred compensation stock | - | (1.0) | (1.3) |
Proceeds from issuance of common stock | 26.3 | 197.7 | 28.3 |
Dividends paid on common stock | (81.3) | (71.8) | (67.1) |
Financing - other | 0.1 | 0.2 | (0.5) |
Net cash - financing | 72.9 | 139.5 | 38.2 |
| | | |
Net change in cash | - | (8.6) | 8.6 |
Cash, beginning of year | 0.5 | 9.1 | 0.5 |
Cash, end of year | $0.5 | $0.5 | $9.1 |
| | | |
The accompanying notes to WPS Resources Corporation's parent company financial statements are an integral part of these statements. |
| | | |
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SCHEDULE I - CONDENSED
PARENT COMPANY FINANCIAL STATEMENTS
WPS RESOURCES CORPORATION (PARENT COMPANY ONLY)
D. NOTES TO PARENT COMPANY FINANCIAL STATEMENTS
The following are supplemental notes to the WPS Resources Corporation (parent company only) financial statements and should be read in conjunction with our consolidated financial statements and the related notes.
SUPPLEMENTAL NOTES |
| |
Note 1 | WPS Resources has short-term notes receivable from affiliates in 2004 and 2003 as follows. Notes receivable bear interest rates that approximate current market rates. |
| |
| | Year Ending December 31 (Millions) |
| Affiliate | 2004 | 2003 |
| | | |
| WPS Power Development | $ 4.0 | $ 5.4 |
| Upper Peninsula Power | 11.6 | 6.5 |
| WPS Energy Services | 51.0 | 60.0 |
| Total | $66.6 | $71.9 |
| |
Note 2 | WPS Resources has long-term notes receivable from affiliates as follows: |
| |
| | Year Ending December 31 (Millions) |
| Affiliate | 2004 | 2003 |
| | | |
| Wisconsin Public Service | | |
| Series | Year Due | | |
| 8.76% | 2015 | $5.0 | $5.2 |
| 7.35% | 2016 | 7.0 | 7.2 |
| | | |
| Upper Peninsula Power | | |
| Series | Year Due | | |
| 5.25% | 2013 | 15.0 | 15.0 |
| Total | $27.0 | $27.4 |
| |
Note 3 | WPS Resources has short-term notes payable to affiliates in 2004 and 2003 as follows. The notes bear interest at a rate that approximates current market rates. |
| |
| | Year Ending December 31 (Millions) |
| Affiliate | 2004 | 2003 |
| | | |
| WPS Power Development | $20.5 | $ 2.0 |
| WPS Resources Capital Trust I | - | 51.5 |
| Total | $20.5 | $53.5 |
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| |
Note 4 | WPS Resources has long-term unsecured notes payable as follows. Interest is paid semiannually. |
| |
| | Year Ending December 31 |
| | 2004 | 2003 |
| Unsecured senior notes (Millions) | | |
| Series | Year Due | | |
| 7.00% | 2009 | $150.0 | $150.0 |
| 5.375% | 2012 | 100.0 | 100.0 |
| Total | 250.0 | 250.0 |
| Unamortized discount on notes | (0.9) | (1.1) |
| Total long-term notes payable | $249.1 | $248.9 |
| |
| |
Note 5 | WPS Resources has a long-term note payable to affiliates as follows. We also have guaranteed other long-term debt and obligations of our subsidiaries arising in the normal course of business for both years. |
| |
| | Year Ending December 31 |
| Affiliate | 2004 | 2003 |
| | | |
| WPS Power Development (Millions) | | |
| Interest Rate | Year Due | | |
| Market | 2021 | $21.0 | $21.0 |
| Total | $21.0 | $21.0 |
| |
Note 6 | At December 31, 2004, WPS Resources (parent company) was in compliance with all covenants relating to outstanding debt. A schedule of all principal debt payment amounts for WPS Resources (parent company) is as follows: |
| |
| Year Ending December 31 (Millions) | |
| 2005 | $ - |
| 2006 | - |
| 2007 | - |
| 2008 | - |
| 2009 | 150.0 |
| Later years | 121.0 |
| Total payments | $271.0 |
| |
Note 7 | As part of normal business, WPS Resources enters into various guarantees providing financial or performance assurance to third parties on behalf of certain subsidiaries. These guarantees are entered into primarily to support or enhance the creditworthiness otherwise attributed to a subsidiary on a stand-alone basis, thereby facilitating the extension of sufficient credit to accomplish the subsidiaries' intended commercial purposes. |
| |
| At December 31, 2004, 2003, and 2002, outstanding guarantees totaled $967.8 million, $976.3 million, and $652.2 million, respectively, as follows: |
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| |
| WPS Resources' Outstanding Guarantees (Millions) | December 31, 2004 | December 31, 2003 | December 31, 2002 |
| | | | |
| Guarantees of subsidiary debt | $ 27.2 | $ 39.7 | $ 38.8 |
| Guarantees supporting commodity transactions of subsidiaries | 863.9 | 874.4 | 584.3 |
| Standby letters of credit | 76.1 | 61.1 | 22.7 |
| Surety bonds | 0.6 | 1.1 | 6.4 |
| Total guarantees | $967.8 | $976.3 | $652.2 |
| WPS Resources' Outstanding Guarantees (Millions)
Commitments Expiring | Total Amounts Committed At December 31, 2004 | Less Than 1 Year | 1 to 3 Years | 4 to 5 Years | Over 5 Years |
| | | | | | |
| Guarantees of subsidiary debt | $ 27.2 | $ - | $ - | $ - | $27.2 |
| Guarantees supporting commodity transactions of subsidiaries | 863.9 | 812.6 | 22.4 | 12.9 | 16.0 |
| Standby letters of credit | 76.1 | 67.1 | 9.0 | - | - |
| Surety bonds | 0.6 | 0.6 | - | - | - |
| Total guarantees | $967.8 | $880.3 | $31.4 | $12.9 | $43.2 |
| |
| At December 31, 2004, WPS Resources had outstanding $27.2 million in corporate guarantees supporting indebtedness. Of that total, $27.0 million supports outstanding debt at one of PDI's subsidiaries. The underlying debt related to these guarantees is reflected on the consolidated balance sheet. |
| |
| Guarantees supporting commodity transactions include agreements on behalf of ESI, WPSC, PDI, and UPPCO. WPS Resources primarily issues guarantees on behalf of ESI to counterparties in the wholesale electric and natural gas marketplace to meet the counterparties' requirements. We also issue guarantees to counterparties in the wholesale electric marketplace to meet credit requirements on behalf of PDI. Guaranties have also been issued on behalf of PDI for indemnification obligations related to business purchase agreements. The Consolidated Balance Sheets reflect the obligations supported by these parental guarantees. |
| |
| At December 31, 2004, and 2003, financial institutions have issued $76.1 million and $61.1 million respectively, in standby letters of credit for the benefit of third parties that have extended credit to certain subsidiaries. If a subsidiary does not pay amounts when due under a covered contract, the counterparty may present its claim for payment to the financial institution, which will request payment from WPS Resources. Any amounts owed by our subsidiaries are reflected in the Consolidated Balance Sheets. |
| |
| At December 31, 2004 and 2003, WPS Resources furnished $0.6 million and $1.1 million of surety bonds for various reasons including worker compensation coverage and obtaining various licenses, permits and rights-of-way. Liabilities incurred as a result of activities covered by surety bonds are included in the Consolidated Balance Sheets. |
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| | | | | |
SCHEDULE II | | | | | |
WPS RESOURCES CORPORATION | | | | |
VALUATION AND QUALIFYING ACCOUNTS | | | |
| | | | | |
Allowance for Doubtful Accounts |
Years Ended December 31, 2004, 2003, and 2002 |
(In Millions) |
| | | | | |
| Balance at | Acquisitions | Additions | | |
| Beginning of | of | Charged to | | Balance at |
Fiscal Year | Year | Businesses | Expense | Reductions * | End of Year |
| | | | | |
2002 | $5.0 | $0.1 | $7.9 | $6.0 | $7.0 |
| | | | | |
2003 | $7.0 | - | $7.0 | $7.4 | $6.6 |
| | | | | |
2004 | $6.6 | - | $7.1 | $5.7 | $8.0 |
| | | | | |
| | | | | |
* Represents amounts written off to the reserve, net of recoveries. | | |
| | | | | |
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