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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 10-Q

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2003

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission
File Number

Registrants; State of Incorporation;
Address; and Telephone Number

IRS Employer
Identification No.

     

1-11337

WPS RESOURCES CORPORATION
(A Wisconsin Corporation)
700 North Adams Street
P. O. Box 19001
Green Bay, WI 54307-9001
920-433-4901

39-1775292

     

1-3016

WISCONSIN PUBLIC SERVICE CORPORATION
(A Wisconsin Corporation)
700 North Adams Street
P. O. Box 19001
Green Bay, WI 54307-9001
800-450-7260

39-0715160

Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.

WPS Resources Corporation

Yes [x] No [ ]

Wisconsin Public Service Corporation

Yes [x] No [ ]

Indicate by check mark whether the registrants are accelerated filers (as defined in Rule 12b-2 of the Act).

WPS Resources Corporation

Yes [x] No [ ]

Wisconsin Public Service Corporation

Yes [ ] No [x ]

Indicate the number of shares outstanding of each of the issuers' classes of common stock, as of the latest practicable date:

WPS RESOURCES CORPORATION

Common stock, $1 par value,
32,490,496 shares outstanding at
July 31, 2003

   

WISCONSIN PUBLIC SERVICE CORPORATION

Common stock, $4 par value,
23,896,962 shares outstanding at
July 31, 2003

______________________________________________________________________________
______________________________________________________________________________

 

 

WPS RESOURCES CORPORATION
AND
WISCONSIN PUBLIC SERVICE CORPORATION
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2003

CONTENTS

   

Page

     
 

FORWARD-LOOKING STATEMENTS

4

     

PART I.

FINANCIAL INFORMATION

 
     

Item 1.

FINANCIAL STATEMENTS

 
 

WPS RESOURCES CORPORATION

 
 

Consolidated Statements of Income

5

 

Consolidated Balance Sheets

6

 

Consolidated Statements of Cash Flows

7

     
 

WISCONSIN PUBLIC SERVICE CORPORATION

 
 

Consolidated Statements of Income

8

 

Consolidated Balance Sheets

9

 

Consolidated Statements of Capitalization

10

 

Consolidated Statements of Cash Flows

11

     
 

CONDENSED NOTES TO FINANCIAL STATEMENTS OF

 

WPS Resources Corporation and Subsidiaries
Wisconsin Public Service Corporation and Subsidiaries

12-25

     

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations for

 
 

WPS Resources Corporation

26-47

 

Wisconsin Public Service Corporation

48-54

     

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

55

     

Item 4.

Controls and Procedures

55

     

PART II.

OTHER INFORMATION

 

Item 1.

Legal Proceedings

56-58

Item 4.

Submission of Matters to a Vote of Security Holders

58

Item 5.

Other Information

58-59

     

Item 6.

Exhibits and Reports on Form 8-K

60

     

Signatures

 

61-62

     

EXHIBIT INDEX

   
     

12.1

WPS Resources Corporation Ratio of Earnings to Fixed Charges

12.2

Wisconsin Public Service Corporation Ratio of Earnings to Fixed Charges and Ratio of Earnings to Fixed Charges and Preferred Dividends

31.1

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934 for WPS Resources Corporation

31.2

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934 for WPS Resources Corporation

31.3

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934 for Wisconsin Public Service Corporation

31.4

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934 for Wisconsin Public Service Corporation

32.1

Written Statement of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 for WPS Resources Corporation

32.2

Written Statement of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 for Wisconsin Public Service Corporation

 

FORWARD-LOOKING STATEMENTS

Except for historical data and statements of current fact, the information contained or incorporated by reference in this document constitutes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. Any references to plans, goals, beliefs or expectations in respect to future events and conditions or to estimates are forward-looking statements. Although we believe that statements of our expectations are based on reasonable assumptions, forward-looking statements are inherently uncertain and subject to risks and should be viewed with caution. Actual results or experience could differ materially from the forward-looking statements as a result of many factors. Forward-looking statements included or incorporated in this document include, but are not limited to statements regarding:

We cannot predict the course of future events or anticipate the interaction of multiple factors beyond our control and their effect on revenues, project timing, and costs. Some risk factors that could cause results different from any forward-looking statement include those described in the Risk Factors Section of our Annual Report on Form 10-K for the year ended December 31, 2002 and the following:

We make no commitment to disclose any revisions to the forward-looking statements as a result of facts, events, or circumstances after the date of this report.

 

PART I. FINANCIAL INFORMATION

 

 

 

Item 1. Financial Statements

 

 

 

 

 

WPS RESOURCES CORPORATION

 

 

 

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

Three Months Ended

Six Months Ended

June 30,

June 30,

(Millions, except share amounts)

2003

2002

2003

2002

Nonregulated revenue

$721.0

$100.1

$1,642.4

$221.0

Utility revenue

260.8

231.8

622.7

510.6

Total revenues

981.8

331.9

2,265.1

731.6

Nonregulated cost of fuel, gas, and purchased power

698.3

77.8

1,579.3

174.9

Utility cost of fuel, gas, and purchased power

111.7

88.1

304.8

204.0

Operating and maintenance expense

129.0

112.0

250.4

217.3

Depreciation and decommissioning expense

27.6

22.6

52.9

48.7

Taxes other than income

10.9

9.8

21.7

20.0

Operating income

4.3

21.6

56.0

66.7

Miscellaneous income

7.5

18.1

8.9

23.8

Interest expense

(14.9)

(14.0)

(29.4)

(28.0)

Distributions - preferred securities of subsidiary trust

(0.9)

(0.9)

(1.8)

(1.8)

Minority interest

1.2

(0.1)

2.3

(0.1)

Other income (expense)

(7.1)

3.1

(20.0)

(6.1)

Income (loss) before taxes

(2.8)

24.7

36.0

60.6

Income tax provision (benefit)

(6.3)

2.2

1.9

9.2

Net income before preferred dividends

3.5

22.5

34.1

51.4

Preferred stock dividends of subsidiary

0.8

0.8

1.6

1.6

Net income before cumulative effect of changes in

accounting principles

2.7

21.7

32.5

49.8

Cumulative effect of changes in accounting principles, net of tax

-

-

3.2

-

Income available for common shareholders

$2.7

$21.7

$35.7

$49.8

Average shares of common stock

32.4

31.7

32.3

31.6

Earnings per share before cumulative effect of

changes in accounting principles

  Basic

$0.08

$0.68

$1.00

$1.58

  Diluted

$0.08

$0.68

$0.99

$1.57

Impact per share of cumulative effect of changes in

accounting principles

  Basic

$0.00

$0.00

$0.10

$0.00

  Diluted

$0.00

$0.00

$0.10

$0.00

Earnings per common share

  Basic

$0.08

$0.68

$1.10

$1.58

  Diluted

$0.08

$0.68

$1.09

$1.57

Dividends per common share

$0.535

$0.525

$1.070

$1.050

The accompanying condensed notes are an integral part of these statements.

 

 

 

WPS RESOURCES CORPORATION

 

 

 

 

CONSOLIDATED BALANCE SHEETS

June 30,

December 31,

(Millions)

2003

2002

(Unaudited)

Assets

Cash and cash equivalents

$54.3

$43.3

Restricted funds

4.1

4.2

Accounts receivable - net of reserves of $7.5 and $7.0, respectively

348.6

293.3

Accrued unbilled revenues

56.8

105.9

Inventories

140.4

118.1

Current portion of assets from risk management activities

427.2

406.6

Other current assets

86.7

72.3

Current assets

1,118.1

1,043.7

Property, plant, and equipment - net of reserves of $1,645.6 and $1,832.4, respectively

1,996.5

1,610.2

Regulatory assets

110.5

110.9

Long-term assets from risk management activities

152.3

135.3

Other

345.6

307.8

Total assets

$3,723.0

$3,207.9

Liabilities and Shareholders' Equity

Short-term debt

$105.5

$29.8

Current portion of long-term debt

6.6

71.1

Accounts payable

522.9

452.0

Current portion of liabilities from risk management activities

419.5

443.8

Other current liabilities

53.4

53.7

Current liabilities

1,107.9

1,050.4

Long-term debt

813.5

824.4

Deferred income taxes

78.8

73.7

Deferred investment tax credits

18.5

19.3

Regulatory liabilities

120.7

49.7

Environmental remediation liabilities

38.1

40.2

Benefit obligations

50.9

51.8

Long-term liabilities from risk management activities

140.9

109.7

Asset retirement obligations

336.3

-

Other

111.1

104.8

Long-term liabilities

1,708.8

1,273.6

Company-obligated mandatorily redeemable trust preferred

securities of subsidiary trust holding solely

WPS Resources 7.00% subordinated debentures

50.0

50.0

Preferred stock of subsidiary with no mandatory redemption

51.1

51.1

Common stock equity

805.2

782.8

Total liabilities and shareholders' equity

$3,723.0

$3,207.9

The accompanying condensed notes are an integral part of these statements.

 

 

 

WPS RESOURCES CORPORATION

 

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

Six Months Ended      

June 30,            

(Millions)

2003

2002

Operating Activities

Net income before preferred dividends

$34.1

$51.4

Adjustments to reconcile net income to net cash provided by operating activities

Depreciation and decommissioning

52.9

48.7

Amortization

22.8

18.1

Unrealized (gains) losses on investments

(2.3)

(1.8)

Unrealized (gains) losses on nonregulated energy contracts

6.9

11.5

Deferred income taxes and investment tax credit

1.1

13.8

Other

(3.8)

(7.3)

Changes in working capital

Receivables

(7.7)

40.1

Inventories

(39.8)

16.2

Other current assets

(15.3)

(0.9)

Accounts payable

70.7

(34.3)

Other current liabilities

(7.6)

(5.2)

Net cash operating activities

112.0

150.3

Investing Activities

Capital expenditures

(69.9)

(100.2)

Sale of property, plant and equipment

20.2

0.2

Business acquisitions and purchases of equity investments

(45.3)

(67.4)

Dividends received from equity method investment

3.6

3.9

Decommissioning funding

(1.4)

(1.3)

Other

(1.2)

(5.5)

Net cash investing activities

(94.0)

(170.3)

Financing Activities

Short-term debt - net

75.7

14.7

Issuance of long-term debt

-

0.2

Repayment of long-term debt and capital lease

(76.1)

(3.6)

Payment of dividends

Preferred stock

(1.6)

(1.6)

Common stock

(34.1)

(33.1)

Issuance of common stock

17.5

18.2

Purchase of common stock

(0.8)

(1.1)

Other

12.4

1.3

Net cash financing activities

(7.0)

(5.0)

Change in cash and cash equivalents

11.0

(25.0)

Cash and cash equivalents at beginning of period

43.3

43.9

Cash and cash equivalents at end of period

$54.3

$18.9

The accompanying condensed notes are an integral part of these statements.

 

 

 

WISCONSIN PUBLIC SERVICE CORPORATION

 

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

Three Months Ended

Six Months Ended

June 30,

June 30,

(Millions)

2003

2002

2003

2002

Operating revenues

 

 

 

 

Electric

$172.6

$163.5

$350.7

$325.2

Gas

72.2

57.9

245.8

165.6

Total operating revenues

244.8

221.4

596.5

490.8

Operating expenses

Electric production fuels

32.9

28.2

67.1

56.1

Purchased power

24.2

24.0

48.1

42.9

Gas purchased for resale

50.3

35.7

181.1

103.9

Other operating expenses

72.9

63.5

142.8

124.0

Maintenance

23.2

20.2

42.8

38.8

Depreciation and decommissioning

23.0

18.7

43.5

41.6

Federal income taxes

1.2

4.0

12.7

15.9

Investment tax credit restored

(0.4)

(0.4)

(0.7)

(0.8)

State income taxes

0.5

0.7

3.4

3.7

Gross receipts tax and other

9.2

8.4

18.3

16.8

Total operating expense

237.0

203.0

559.1

442.9

Operating income

7.8

18.4

37.4

47.9

Other income and (deductions)

Allowance for equity funds used during construction

0.5

0.9

1.4

1.5

Other, net

7.2

1.6

10.5

7.2

Income taxes

(1.3)

(1.8)

(1.8)

(2.2)

Total other income

6.4

0.7

10.1

6.5

Income before interest expense

14.2

19.1

47.5

54.4

Interest expense

Interest on long-term debt

6.9

7.0

14.3

13.9

Other interest

1.5

1.9

2.5

3.8

Allowance for borrowed funds used during construction

(0.3)

(0.4)

(0.7)

(0.6)

Total interest expense

8.1

8.5

16.1

17.1

Minority interest

(1.0)

(0.2)

(1.6)

(0.8)

Net income

5.1

10.4

29.8

36.5

Preferred stock dividend requirements

0.8

0.8

1.6

1.6

Earnings on common stock

$4.3

$9.6

$28.2

$34.9

 

The accompanying condensed notes are an integral part of these statements.

 

 

WISCONSIN PUBLIC SERVICE CORPORATION

 

 

 

 

 

 

CONSOLIDATED BALANCE SHEETS

June 30,

December 31,

(Millions)

2003

2002

 

(Unaudited)

ASSETS