10-Q

UNITED STATES

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 September 30, 2013

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	Registrant; State of Incorporation; Address; and Telephone Number	IRS Employer Identification No.
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 registrant (1) has 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) has been subject to such filing requirements for the past 90 days.

Yes [X]    No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X]    No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]            Accelerated filer [ ]

Non-accelerated filer [X]            Smaller reporting company [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ]    No [X]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Common stock, $4 par value,

23,896,962 shares outstanding at

November 4, 2013

WISCONSIN PUBLIC SERVICE CORPORATION

QUARTERLY REPORT ON FORM 10-Q

For the Quarter Ended September 30, 2013

TABLE OF CONTENTS

				Page
	Forward-Looking Statements			1
PART I.	FINANCIAL INFORMATION			2
ITEM 1.	FINANCIAL STATEMENTS (Unaudited)			2
	Condensed Consolidated Statements of Income			2
	Condensed Consolidated Balance Sheets			3
	Condensed Consolidated Statements of Capitalization			4
	Condensed Consolidated Statements of Cash Flows			5
	Condensed Notes to Financial Statements			6
			Page
	Note 1	Financial Information	6
	Note 2	Cash and Cash Equivalents	6
	Note 3	Risk Management Activities	6
	Note 4	Acquisition of Fox Energy Center	8
	Note 5	Goodwill and Other Intangible Assets	9
	Note 6	Short-Term Debt and Lines of Credit	9
	Note 7	Long-Term Debt	9
	Note 8	Income Taxes	10
	Note 9	Commitments and Contingencies	10
	Note 10	Employee Benefit Plans	13
	Note 11	Stock-Based Compensation	13
	Note 12	Common Equity	15
	Note 13	Variable Interest Entities	16
	Note 14	Fair Value	16
	Note 15	Miscellaneous Income	18
	Note 16	Regulatory Environment	19
	Note 17	Segments of Business	19
	Note 18	New Accounting Pronouncements	21
	Note 19	Related Party Transactions	21
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations			23
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk			32
ITEM 4.	Controls and Procedures			33
PART II.	OTHER INFORMATION			34
ITEM 1.	Legal Proceedings			34
ITEM 1A.	Risk Factors			34
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds			34
ITEM 5.	Other Information			34
ITEM 6.	Exhibits			34
Signature				35
EXHIBIT INDEX				36

i

Acronyms Used in this Quarterly Report on Form 10-Q

AFUDC	Allowance for Funds Used During Construction
ATC	American Transmission Company LLC
EPA	United States Environmental Protection Agency
GAAP	United States Generally Accepted Accounting Principles
IRS	United States Internal Revenue Service
MISO	Midcontinent Independent System Operator, Inc.
MPSC	Michigan Public Service Commission
N/A	Not Applicable
NYMEX	New York Mercantile Exchange
PSCW	Public Service Commission of Wisconsin
SEC	United States Securities and Exchange Commission
UPPCO	Upper Peninsula Power Company
WDNR	Wisconsin Department of Natural Resources
WPS	Wisconsin Public Service Corporation
WRPC	Wisconsin River Power Company

ii

Forward-Looking Statements

In this report, we make statements concerning our expectations, beliefs, plans, objectives, goals, strategies, and future events or performance. These statements are "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of future results and conditions. Although we believe that these forward-looking statements and the underlying assumptions are reasonable, we cannot provide assurance that such statements will prove correct.

Forward-looking statements involve a number of risks and uncertainties. Some risks that could cause actual results to differ materially from those expressed or implied in forward-looking statements include those described in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2012, as may be amended or supplemented in Part II, Item 1A of our subsequently filed Quarterly Reports on Form 10-Q (including this report), and those identified below:

• The timing and resolution of rate cases and related negotiations, including recovery of deferred and current costs and the ability to earn a reasonable return on investment, and other regulatory decisions impacting us;

• Federal and state legislative and regulatory changes relating to the environment, including climate change and other environmental regulations impacting generation facilities and renewable energy standards;

• Other federal and state legislative and regulatory changes, including deregulation and restructuring of the electric and natural gas utility industries, financial reform, health care reform, energy efficiency mandates, reliability standards, pipeline integrity and safety standards, and changes in tax and other laws and regulations to which we and our subsidiary are subject;

• Costs and effects of litigation and administrative proceedings, settlements, investigations, and claims;

• Changes in credit ratings and interest rates caused by volatility in the financial markets and actions of rating agencies and their impact on our liquidity and financing efforts;

• The risks associated with changing commodity prices, particularly natural gas and electricity, and the available sources of fuel, natural gas, and purchased power, including their impact on margins, working capital, and liquidity requirements;

• The timing and outcome of any audits, disputes, and other proceedings related to taxes;

• The effects, extent, and timing of additional competition or regulation in the markets in which we operate;

• The investment performance of employee benefit plan assets and related actuarial assumptions, which impact future funding requirements;

• The impact of unplanned facility outages;

• Changes in technology, particularly with respect to new, developing, or alternative sources of generation;

• The effects of political developments, as well as changes in economic conditions and the related impact on customer use, customer growth, and our ability to adequately forecast energy use for our customers;

• Potential business strategies, including acquisitions and construction or disposition of assets or businesses, which cannot be assured to be completed timely or within budgets;

• The risk of terrorism or cyber security attacks, including the associated costs to protect our assets and respond to such events;

• The risk of failure to maintain the security of personally identifiable information, including the associated costs to notify affected persons and to mitigate their information security concerns;

• The effectiveness of risk management strategies, the use of financial and derivative instruments, and the related recovery of these costs from customers in rates;

• The risk of financial loss, including increases in bad debt expense, associated with the inability of our counterparties, affiliates, and customers to meet their obligations;

• Unusual weather and other natural phenomena, including related economic, operational, and/or other ancillary effects of any such events;

• The effect of accounting pronouncements issued periodically by standard-setting bodies; and

• Other factors discussed elsewhere herein and in other reports we and/or Integrys Energy Group file with the SEC.

Except to the extent required by the federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

1

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

WISCONSIN PUBLIC SERVICE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)	Three Months Ended						Nine Months Ended
	September 30						September 30
(Millions)	2013			2012			2013			2012
Operating revenues	$	371.9		$	378.1		$	1,173.1		$	1,119.8
Cost of fuel, natural gas, and purchased power	151.3			175.0			528.2			517.4
Operating and maintenance expense	115.9			103.0			340.1			316.3
Depreciation and amortization expense	27.6			24.1			78.8			72.0
Taxes other than income taxes	11.9			11.7			36.5			36.0
Operating income	65.2			64.3			189.5			178.1
Miscellaneous income	6.0			3.8			16.9			11.4
Interest expense	10.7			10.5			31.9			31.9
Other expense	(4.7		)	(6.7		)	(15.0		)	(20.5		)
Income before taxes	60.5			57.6			174.5			157.6
Provision for income taxes	22.8			14.4			64.7			48.1
Net income	37.7			43.2			109.8			109.5
Preferred stock dividend requirements	(0.7		)	(0.7		)	(2.3		)	(2.3		)
Net income attributed to common shareholder	$	37.0		$	42.5		$	107.5		$	107.2

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

2

WISCONSIN PUBLIC SERVICE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)	September 30		December 31
(Millions)	2013		2012
Assets
Cash and cash equivalents	$	6.4	$	6.5
Accounts receivable and accrued unbilled revenues, net of reserves of $3.2 and $2.5, respectively	160.7		258.3
Receivables from related parties	4.7		5.0
Inventories
Fuel and gas	78.2		76.3
Materials and supplies, at average cost	34.8		33.3
Regulatory assets	25.5		26.1
Prepaid taxes	69.1		84.7
Other current assets	13.2		13.3
Current assets	392.6		503.5
Property, plant, and equipment, net of accumulated depreciation of $1,477.5 and $1,336.0, respectively	2,834.6		2,353.0
Regulatory assets	550.7		536.2
Goodwill	36.4		36.4
Other long-term assets	129.6		92.8
Total assets	$	3,943.9	$	3,521.9
Liabilities and Shareholders’ Equity
Short-term debt	$	314.4	$	95.4
Current portion of long-term debt	125.0		147.0
Accounts payable	108.5		131.0
Payables to related parties	16.3		13.5
Regulatory liabilities	23.4		27.6
Other current liabilities	73.1		61.8
Current liabilities	660.7		476.3
Long-term debt to parent	6.6		7.2
Long-term debt	724.5		724.4
Deferred income taxes	599.0		539.0
Deferred investment tax credits	8.2		8.5
Regulatory liabilities	288.8		281.0
Environmental remediation liabilities	64.9		68.8
Pension and other postretirement benefit obligations	145.5		164.6
Payables to related parties	6.2		6.7
Other long-term liabilities	73.5		72.7
Long-term liabilities	1,917.2		1,872.9
Commitments and contingencies
Preferred stock – $100 par value; 1,000,000 shares authorized; 511,882 shares issued and outstanding	51.2		51.2
Common stock – $4 par value; 32,000,000 shares authorized; 23,896,962 shares issued and outstanding	95.6		95.6
Additional paid-in capital	723.0		555.4
Retained earnings	496.2		470.5
Total liabilities and shareholders’ equity	$	3,943.9	$	3,521.9

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

3

WISCONSIN PUBLIC SERVICE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CAPITALIZATION (Unaudited)				September 30			December 31
(Millions, except share amounts)				2013			2012
Common stock equity
Common stock – $4 par value; 32,000,000 shares authorized; 23,896,962 shares outstanding				$	95.6		$	95.6
Additional paid-in capital				723.0			555.4
Retained earnings				496.2			470.5
Total common stock equity				1,314.8			1,121.5
Preferred stock
Cumulative; $100 par value; 1,000,000 shares authorized with no mandatory redemption –
	Series		Shares Outstanding
	5.00	%	131,916	13.2			13.2
	5.04	%	29,983	3.0			3.0
	5.08	%	49,983	5.0			5.0
	6.76	%	150,000	15.0			15.0
	6.88	%	150,000	15.0			15.0
Total preferred stock			511,882	51.2			51.2
Long-term debt to parent
	Series		Year Due
	8.76	%	2015	2.5			2.8
	7.35	%	2016	4.1			4.4
Total long-term debt to parent				6.6			7.2
Long-term debt
First Mortgage Bonds
	Series		Year Due
	7.125	%	2023	0.1			0.1
Senior Notes
	Series		Year Due
	3.95	%	2013	—			22.0
	4.80	%	2013	125.0			125.0
	6.375	%	2015	125.0			125.0
	5.65	%	2017	125.0			125.0
	6.08	%	2028	50.0			50.0
	5.55	%	2036	125.0			125.0
	3.671	%	2042	300.0			300.0
Total First Mortgage Bonds and Senior Notes				850.1			872.1
Unamortized discount on long-term debt				(0.6		)	(0.7		)
Total				849.5			871.4
Current portion of long-term debt				(125.0		)	(147.0		)
Total long-term debt				724.5			724.4
Total capitalization				$	2,097.1		$	1,904.3

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

4

WISCONSIN PUBLIC SERVICE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)	Nine Months Ended
	September 30
(Millions)	2013			2012
Operating Activities
Net income	$	109.8		$	109.5
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization expense	78.8			72.0
Recoveries and refunds of regulatory assets and liabilities	(9.9		)	11.4
Bad debt expense	3.4			4.1
Pension and other postretirement expense	16.9			14.3
Pension and other postretirement contributions	(38.1		)	(109.5		)
Deferred income taxes and investment tax credits	60.3			23.4
Repayment of related party payable	—			(22.6		)
Equity income, net of dividends	(1.2		)	(0.8		)
Termination of tolling agreement with Fox Energy Company LLC	(50.0		)	—
Other	2.3			1.9
Changes in working capital
Collateral on deposit	0.8			(0.4		)
Accounts receivable and accrued unbilled revenues	25.5			31.3
Inventories	0.9			10.2
Prepaid taxes	15.6			50.4
Other current assets	2.0			(1.8		)
Accounts payable	(27.5		)	(12.5		)
Other current liabilities	22.7			29.6
Net cash provided by operating activities	212.3			210.5
Investing Activities
Capital expenditures	(172.8		)	(126.0		)
Proceeds from the sale or disposal of assets	1.4			2.3
Acquisition of Fox Energy Company LLC	(391.6		)	—
Grant received related to Crane Creek Wind Project	69.0			—
Other	2.7			3.4
Net cash used for investing activities	(491.3		)	(120.3		)
Financing Activities
Short-term debt, net	19.0			0.6
Borrowing on term credit facility	200.0			—
Repayment of long-term debt	(22.0		)	—
Repayment of long-term debt to parent	(0.6		)	(0.5		)
Payment of dividends to parent	(81.5		)	(79.1		)
Equity contribution from parent	200.0			40.0
Return of capital to parent	(35.0		)	(50.0		)
Preferred stock dividend requirements	(2.3		)	(2.3		)
Other	1.3			0.5
Net cash provided by (used for) financing activities	278.9			(90.8		)
Net change in cash and cash equivalents	(0.1		)	(0.6		)
Cash and cash equivalents at beginning of period	6.5			5.5
Cash and cash equivalents at end of period	$	6.4		$	4.9

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

5

WISCONSIN PUBLIC SERVICE CORPORATION AND SUBSIDIARY

CONDENSED NOTES TO FINANCIAL STATEMENTS (Unaudited)

September 30, 2013

NOTE 1 — FINANCIAL INFORMATION

As used in these notes, the term "financial statements" refers to the condensed consolidated financial statements. This includes the condensed consolidated statements of income, condensed consolidated balance sheets, condensed consolidated statements of capitalization, and condensed consolidated statements of cash flows, unless otherwise noted. In this report, when we refer to "us," "we," "our," or "ours," we are referring to WPS.

We prepare our financial statements in conformity with the rules and regulations of the SEC for Quarterly Reports on Form 10-Q and in accordance with GAAP. Accordingly, these financial statements do not include all of the information and footnotes required by GAAP for annual financial statements. These financial statements should be read in conjunction with the consolidated financial statements and footnotes in our Annual Report on Form 10-K for the year ended December 31, 2012. Financial results for an interim period may not give a true indication of results for the year.

In management’s opinion, these unaudited financial statements include all adjustments necessary for a fair presentation of financial results. All adjustments are normal and recurring, unless otherwise noted. All intercompany transactions have been eliminated in consolidation.

NOTE 2 — CASH AND CASH EQUIVALENTS

Short-term investments with an original maturity of three months or less are reported as cash equivalents.

The following is a supplemental disclosure to our statements of cash flows:

	Nine Months Ended September 30
(Millions)	2013			2012
Cash paid for interest	$	22.7		$	20.8
Cash received for income taxes	(2.4		)	(14.2		)

Cash received from income taxes decreased $11.8 million, primarily driven by refunds received in 2012 due to changes in estimated payments made for the prior year.

Construction costs funded through accounts payable totaled $29.5 million at September 30, 2013, and $15.8 million at September 30, 2012. These costs were treated as noncash investing activities.

NOTE 3 — RISK MANAGEMENT ACTIVITIES

We use derivative instruments to manage commodity costs. None of these derivatives are designated as hedges for accounting purposes. The derivatives include physical commodity contracts and NYMEX futures and options used by both the electric and natural gas utility segments to manage the risks associated with the market price volatility of natural gas costs and the costs of gasoline and diesel fuel used by our utility vehicles. The electric utility segment also uses financial transmission rights (FTRs) to manage electric transmission congestion costs and NYMEX oil futures and options to reduce price risk related to coal transportation.

The tables below show our assets and liabilities from risk management activities:

		September 30, 2013
(Millions)	Balance Sheet Presentation *	Assets		Liabilities
Natural gas contracts	Other Current	$	0.3	$	0.2
FTRs	Other Current	2.2		0.4
Petroleum product contracts	Other Current	—		0.1
Coal contracts	Other Current	—		2.6
Coal contracts	Other Long-term	1.5		0.1
	Other Current	2.5		3.3
	Other Long-term	1.5		0.1
Total		$	4.0	$	3.4

*   We classify assets and liabilities from risk management activities as current or long-term based upon the maturities of the underlying contracts.

6

		December 31, 2012
(Millions)	Balance Sheet Presentation *	Assets		Liabilities
Natural gas contracts	Other Current	$	0.1	$	0.6
FTRs	Other Current	1.2		0.1
Petroleum product contracts	Other Current	0.1		—
Coal contracts	Other Current	0.3		4.7
Coal contracts	Other Long-term	2.2		4.3
	Other Current	1.7		5.4
	Other Long-term	2.2		4.3
Total		$	3.9	$	9.7

*   We classify assets and liabilities from risk management activities as current or long-term based upon the maturities of the underlying contracts.

The following tables show the potential effect on our financial position of netting arrangements for recognized derivative assets and liabilities:

	September 30, 2013
(Millions)	Gross Amount		Potential Effects of Netting, Including Cash Collateral		Net Amount
Derivative assets subject to master netting or similar arrangements	$	2.5	$	0.6	$	1.9
Derivative assets not subject to master netting or similar arrangements	1.5				1.5
Total risk management assets	$	4.0			$	3.4
Derivative liabilities subject to master netting or similar arrangements	$	0.7	$	0.6	$	0.1
Derivative liabilities not subject to master netting or similar arrangements	2.7				2.7
Total risk management liabilities	$	3.4			$	2.8

	December 31, 2012
(Millions)	Gross Amount		Potential Effects of Netting, Including Cash Collateral		Net Amount
Derivative assets subject to master netting or similar arrangements	$	1.4	$	0.2	$	1.2
Derivative assets not subject to master netting or similar arrangements	2.5				2.5
Total risk management assets	$	3.9			$	3.7
Derivative liabilities subject to master netting or similar arrangements	$	0.7	$	0.7	$	—
Derivative liabilities not subject to master netting or similar arrangements	9.0				9.0
Total risk management liabilities	$	9.7			$	9.0

Our master netting and similar arrangements have conditional rights of setoff that can be enforced under a variety of situations, including counterparty default or credit rating downgrade below investment grade. We have trade receivables and trade payables, subject to master netting or similar arrangements, that are not included in the above table. These amounts may offset (or conditionally offset) the net amounts presented in the above table.

Financial collateral received or provided is restricted to the extent that it is required per the terms of the related agreements. The following table shows our cash collateral positions:

(Millions)	September 30, 2013		December 31, 2012
Cash collateral provided to others related to contracts under master netting or similar arrangements *	$	3.5	$	4.3

*   Reflected in other current assets on the balance sheets.

7

The following table shows the unrealized gains (losses) recorded related to derivative contracts:

		Three Months Ended September 30						Nine Months Ended September 30
(Millions)	Financial Statement Presentation	2013			2012			2013			2012
Natural gas	Balance Sheet — Regulatory assets (current)	$	(0.2	)	$	0.3		$	0.3		$	2.8
Natural gas	Balance Sheet — Regulatory liabilities (current)	—			0.3			(0.1		)	0.6
Natural gas	Balance Sheet — Regulatory liabilities (long-term)	—			0.1			—			0.1
Natural gas	Income Statement — Cost of fuel, natural gas, and purchased power	—			0.1			—			0.2
FTRs	Balance Sheet — Regulatory assets (current)	0.8			—			—			(0.6		)
FTRs	Balance Sheet — Regulatory liabilities (current)	—			—			(0.3		)	0.3
Petroleum	Balance Sheet — Regulatory assets (current)	0.1			0.2			—			0.1
Petroleum	Balance Sheet — Regulatory liabilities (current)	—			0.1			—			0.1
Petroleum	Income Statement — Operating and maintenance expense	(0.1		)	—			(0.1		)	—
Coal	Balance Sheet — Regulatory assets (current)	(0.6		)	0.7			2.1			(2.5		)
Coal	Balance Sheet — Regulatory assets (long-term)	0.2			(0.1		)	4.2			0.1
Coal	Balance Sheet — Regulatory liabilities (current)	—			—			(0.3		)	—
Coal	Balance Sheet — Regulatory liabilities (long-term)	1.5			—			(0.7		)	—

We had the following notional volumes of outstanding derivative contracts:

	September 30, 2013			December 31, 2012
Commodity	Purchases	Sales	Other  Transactions	Purchases	Other Transactions
Natural gas (millions of therms)	200.2	—	N/A	86.1	N/A
FTRs (millions of kilowatt-hours)	N/A	N/A	5,524.8	N/A	3,838.2
Petroleum products (barrels)	36,803.0	9,000.0	N/A	33,002.0	N/A
Coal contract (millions of tons)	5.1	N/A	N/A	5.1	N/A

NOTE 4 — ACQUISITION OF FOX ENERGY CENTER

In March 2013, we acquired all of the equity interests in Fox Energy Company LLC for $391.6 million. Fox Energy Company LLC was dissolved immediately after the purchase.

The purchase included the Fox Energy Center, a 593-megawatt combined-cycle electric generating facility located in Wisconsin, along with associated contracts. Fox Energy Center is a dual-fuel facility, equipped to use fuel oil, but expected to run primarily on natural gas. This plant gives us a more balanced mix of owned electric generation, including coal, natural gas, hydroelectric, wind, and other renewable sources. In giving its approval for the purchase, the PSCW stated that the purchase price was reasonable and will benefit ratepayers.

The purchase price was allocated based on the estimated fair values of the assets acquired and the liabilities assumed at the date of acquisition, as follows:

(Millions)
Assets acquired (1)
Inventories - materials and supplies	$	3.0
Other current assets	0.4
Property, plant, and equipment	374.4
Other long-term assets (2)	15.6
Total assets acquired	$	393.4
Liabilities assumed
Accounts payable	$	1.8
Total liabilities assumed	$	1.8

⁽¹⁾  Relates to the electric utility segment.

⁽²⁾  Intangible assets recorded for contractual services agreements. See Note 5, "Goodwill and Other Intangible Assets," for more information.

Prior to the purchase, we supplied natural gas for the facility and purchased 500 megawatts of capacity and the associated energy output under a tolling arrangement. We paid $50.0 million for the early termination of the tolling arrangement. This amount was recorded as a regulatory asset, as we are authorized recovery by the PSCW. In the current rate case, we proposed amortizing the regulatory asset over a nine-year period, beginning January 1, 2014. This has not been challenged, and we expect PSCW approval in the final decision in this rate case.

The purchase was financed with a combination of short-term debt, cash provided by operations, and an equity contribution from our parent, Integrys Energy Group, Inc. We intend to replace the short-term debt in the fourth quarter of 2013 with long-term financing.

8

We received regulatory approval to defer incremental costs associated with the purchase of the facility. Operating costs for the Fox Energy Center subsequent to the date of acquisition are included in our income statement. Due to regulatory deferral, these costs had no impact on net income. Pro forma adjustments to our revenues and earnings prior to the date of acquisition would not be meaningful or material. Prior to the acquisition, the Fox Energy Center was a nonregulated plant and sold all of its output to third parties, with most of the output purchased by us. The plant is now part of our regulated fleet, used to serve our customers.

NOTE 5 — GOODWILL AND OTHER INTANGIBLE ASSETS

We had no changes to the carrying amount of goodwill during the nine months ended September 30, 2013, and 2012. In the second quarter of 2013, we completed our annual goodwill impairment test, and no impairment resulted from this test.

Our intangible assets consist of contractual service agreements that provide for major maintenance and protection against unforeseen maintenance costs related to the combustion turbine generators at the Fox Energy Center. These contractual service agreements are included in other long-term assets on the balance sheet. At September 30, 2013, the gross carrying amount, accumulated amortization, and net carrying amount of these intangibles were $15.6 million, $1.2 million, and $14.4 million, respectively. The remaining amortization period at September 30, 2013, was approximately seven years. Amortization expense recorded as a component of depreciation and amortization expense in the statements of income for the three and nine months ended September 30, 2013, was $0.6 million and $1.2 million, respectively.

The following table shows our estimated amortization expense for the next five years, including amounts recorded through September 30, 2013:

	For the Year Ending December 31
(Millions)	2013		2014		2015		2016		2017
Amortization to be recorded in depreciation and amortization expense	$	1.8	$	2.2	$	2.2	$	2.2	$	2.2

NOTE 6 — SHORT-TERM DEBT AND LINES OF CREDIT

Our outstanding short-term borrowings were as follows:

(Millions, except percentages)	September 30, 2013			December 31, 2012
Commercial paper	$	114.4		$	95.4
Average discount rate on commercial paper	0.15		%	0.24		%
Loan under term credit facility	$	200.0		$	—
Average interest rate on loan under term credit facility	0.78		%	—

Our average amount of commercial paper borrowings based on daily outstanding balances during the nine months ended September 30, 2013, and 2012, was $88.4 million and $156.3 million, respectively.

We manage our liquidity by maintaining adequate external financing commitments. The information in the table below relates to our short-term debt and revolving credit facilities used to support our commercial paper borrowing program, including remaining available capacity under these facilities:

(Millions)	Maturity	September 30, 2013		December 31, 2012
Revolving credit facility	05/17/2014	$	135.0	$	135.0
Revolving credit facility	06/13/2017	115.0		115.0
Term credit facility	12/31/2013	200.0		—
Total short-term credit capacity		$	450.0	$	250.0
Less:
Loan outstanding under term credit facility		$	200.0	$	—
Commercial paper outstanding		114.4		95.4
Available capacity under existing agreements		$	135.6	$	154.6

The loan outstanding under our term credit facility relates to the purchase of Fox Energy Company LLC and must be repaid upon the earlier of our issuance of replacement long-term debt or December 31, 2013. See Note 4, "Acquisition of Fox Energy Center," for more information. The commercial paper outstanding at September 30, 2013, had maturity dates ranging from October 1, 2013, through October 22, 2013.

NOTE 7 — LONG-TERM DEBT

See our statements of capitalization for details on our long-term debt.

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In February 2013, our $22.0 million of 3.95% Senior Notes matured, and the outstanding principal balance was repaid.

In December 2013, our 4.80% Senior Notes will mature. As a result, the $125.0 million balance of these notes was included in the current portion of long-term debt on our balance sheets.

NOTE 8 — INCOME TAXES

We calculate our interim period provision for income taxes based on our projected annual effective tax rate as adjusted for certain discrete items.

The table below shows our effective tax rates:

	Three Months Ended September 30				Nine Months Ended September 30
	2013		2012		2013		2012
Effective Tax Rate	37.7	%	25.0	%	37.1	%	30.5	%

Our effective tax rate normally differs from the federal statutory tax rate of 35% due to additional provision for state income tax obligations. Other significant items that had an impact on our effective tax rates are noted below.

Our effective tax rates for the three and nine months ended September 30, 2012, were lower than the federal statutory tax rate of 35%. These differences were partially due to a $5.9 million decrease in the provision for income taxes resulting from our 2013 rate case settlement agreement. In the third quarter of 2012, we recorded a regulatory asset after the settlement agreement authorized recovery of deferred income taxes expensed in previous years in connection with the 2010 federal health care reform. See Note 16, "Regulatory Environment," for more information. Our effective tax rates were also impacted by the federal income tax benefit of tax credits related to wind production and other miscellaneous tax adjustments.

During the three and nine months ended September 30, 2013, there was not a significant change in our liability for unrecognized tax benefits.

NOTE 9 — COMMITMENTS AND CONTINGENCIES

(a) Unconditional Purchase Obligations and Purchase Order Commitments

We routinely enter into long-term purchase and sale commitments for various quantities and lengths of time. We have obligations to distribute and sell electricity and natural gas to our customers and expect to recover costs related to these obligations in future customer rates. The following table shows our minimum future commitments related to these purchase obligations as of September 30, 2013.

				Payments Due By Period
(Millions)	Date Contracts Extend Through	Total Amounts Committed		2013		2014		2015		2016		2017		Later Years
Electric utility
Purchased power	2029	$	783.8	$	35.7	$	61.3	$	32.0	$	28.2	$	27.0	$	599.6
Coal supply and transportation	2018	110.6		17.3		44.4		31.9		9.5		6.0		1.5
Natural gas utility supply and transportation	2024	281.8		12.6		46.6		43.3		39.5		38.4		101.4
Total		$	1,176.2	$	65.6	$	152.3	$	107.2	$	77.2	$	71.4	$	702.5

We also had commitments of $365.0 million in the form of purchase orders issued to various vendors at September 30, 2013, that relate to normal business operations, including construction projects.

(b) Environmental Matters

Air Permitting Violation Claims

Weston and Pulliam Clean Air Act (CAA) Issues:

In November 2009, the EPA issued a Notice of Violation (NOV) to us alleging violations of the CAA's New Source Review requirements relating to certain projects completed at the Weston and Pulliam plants from 1994 to 2009. We reached a settlement agreement with the EPA regarding this NOV and signed a Consent Decree. This Consent Decree was approved by the U.S. District Court (Court) in March 2013, after a public comment period. The final Consent Decree includes:

• the installation of emission control technology, including ReACT™ on Weston 3,

• changed operating conditions (including refueling, repowering, and/or retirement of units),

• limitations on plant emissions,

• beneficial environmental projects totaling $6.0 million (various options, including capital projects, are available), and

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• a civil penalty of $1.2 million.

As mentioned above, the Consent Decree contains a requirement to refuel, repower, and/or retire certain Weston and Pulliam units. As of September 30, 2013, no decision had been made on how to address this requirement. Therefore, retirement of the Weston and Pulliam units mentioned in the Consent Decree was not considered probable.

We believe that significant costs prudently incurred as a result of complying with the terms of the Consent Decree, with the exception of the civil penalty, will be recoverable from customers.

In May 2010, we received from the Sierra Club a Notice of Intent to file a civil lawsuit based on allegations that we violated the CAA at the Weston and Pulliam plants. We entered into a Standstill Agreement with the Sierra Club by which the parties agreed to negotiate as part of the EPA NOV process, rather than litigate. The Standstill Agreement ended in October 2012, but no further action has been taken by the Sierra Club as of September 30, 2013. It is unknown whether the Sierra Club will take further action in the future.

Columbia and Edgewater CAA Issues:

In December 2009, the EPA issued an NOV to Wisconsin Power and Light (WP&L), the operator of the Columbia and Edgewater plants, and the other joint owners of these plants, including Madison Gas and Electric and us. The NOV alleges violations of the CAA's New Source Review requirements related to certain projects completed at those plants. We, WP&L, and Madison Gas and Electric (Joint Owners) reached a settlement agreement with the EPA regarding this NOV and signed a Consent Decree. This Consent Decree was approved by the Court in June 2013, after a public comment period. The final Consent Decree includes:

• the installation of emission control technology, including scrubbers at the Columbia plant,

• changed operating conditions (including refueling, repowering, and/or retirement of units),

• limitations on plant emissions,

• beneficial environmental projects, with our portion totaling $1.3 million (various options, including capital projects, are available), and

• our portion of a civil penalty and legal fees totaling $0.4 million.

As mentioned above, the Consent Decree contains a requirement to refuel, repower, and/or retire certain of the Columbia and Edgewater units. As of September 30, 2013, no decision had been made on how to address this requirement. Therefore, retirement of the Colombia and Edgewater units mentioned in the Consent Decree was not considered probable.

We believe that significant costs prudently incurred as a result of complying with the terms of the Consent Decree, with the exception of the civil penalty, will be recoverable from customers.

In September 2010, the Sierra Club filed a lawsuit against WP&L, which included allegations that modifications made at the Edgewater plant did not comply with the CAA. A similar case had also been filed by the Sierra Club related to the Columbia plant but was dismissed without prejudice due to the impending settlement and Consent Decree. As part of the Consent Decree settlement, the Sierra Club filed a new lawsuit related to the Columbia plant, which gave notice of the filing of the Consent Decree. Both Sierra Club lawsuits against WP&L were dismissed when the Consent Decree was approved by the Court.

Weston Title V Air Permit:

In November 2010, the WDNR provided a draft revised permit for the Weston 4 plant. We objected to proposed changes in mercury limits and requirements on the boilers as beyond the authority of the WDNR and met with the WDNR to resolve these issues. In September 2011, the WDNR issued an updated draft revised permit and a request for public comments. Due to the significance of the changes to the draft revised permit, the WDNR re-issued the draft revised permit for additional comments in February 2013. In July 2012, Clean Wisconsin filed a lawsuit against the WDNR alleging failure to issue or delay in issuing the Weston Title V permit. We and the WDNR both filed motions to dismiss Clean Wisconsin's lawsuit, which the Court granted in February 2013. Clean Wisconsin appealed this decision but voluntarily filed a dismissal of its appeal in July 2013, closing the lawsuit. The dismissal resulted from the WDNR sending the proposed permit to the EPA for action. Later in July 2013, the WDNR issued the air permit. In September 2013, we challenged various requirements in the permit by filing a contested case proceeding with the WDNR and also filed a Petition for Review in the Brown County Circuit Court. The Sierra Club and Clean Wisconsin also filed Petitions for Review and requests for contested case proceedings regarding various aspects of the permit. On October 14, 2013, the WDNR granted all parties' requests for contested case proceedings, except one issue where they asked for clarifying information from us. The Petitions for Review, by all parties, have been stayed pending the resolution of the contested cases.

Columbia Title V Air Permit:

In February 2011, the Sierra Club filed a lawsuit against the EPA seeking to have the EPA take over the Title V permit process from the WDNR for the Columbia plant. The Sierra Club alleged the EPA must now act on the reconsideration of the Title V permit since the WDNR has exceeded its time frame in which to respond to an EPA order issued in 2009. In May 2011, the WDNR issued a revised draft Title V permit in response to the EPA's order. In June 2012, WP&L received notice from the EPA of the EPA's proposal for WP&L to apply for a federally-issued Title V permit since the WDNR had not addressed the EPA's objections to the Title V permit issued for the Columbia plant. Based on the entry of the Consent Decree, which covers the Columbia plant, the EPA has withdrawn its order, and this matter is now closed. This matter did not have a material impact on our financial statements.

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WDNR Issued NOVs:

Since 2008, we received four NOVs from the WDNR alleging various violations of the different air permits for the entire Weston plant and Weston 1, Weston 2, and Weston 4 individually. We also received an NOV for a clerical error involving pages missing from a quarterly report for Weston. Corrective actions were taken for the events in the five NOVs. In December 2011, the WDNR referred several of the claims in the NOVs to the state Justice Department for enforcement. In August 2013, we and the state Justice Department reached a settlement on these claims, which did not have a material impact on our financial statements.

Weston 4 Construction Permit

From 2004 to 2009, the Sierra Club filed various petitions objecting to the construction permit issued for the Weston 4 plant. In June 2010, the Wisconsin Court of Appeals affirmed the Weston 4 construction permit, but directed the WDNR to reopen the permit to set specific visible emissions limits. In July 2010, we, the WDNR, and the Sierra Club filed Petitions for Review with the Wisconsin Supreme Court. In March 2011, the Wisconsin Supreme Court denied all Petitions for Review. Other than the specific visible emissions limits issue, all other challenges to the construction permit are now resolved. We are working with the WDNR to resolve this issue as part of the current Title V air permit issued in July 2013 and subsequent proceedings discussed above. We do not expect this matter to have a material impact on our financial statements.

Mercury and Interstate Air Quality Rules

Mercury:

The State of Wisconsin's mercury rule requires a 40% reduction from historical baseline mercury emissions, beginning January 1, 2010, through the end of 2014. Beginning in 2015, electric generating units above 150 megawatts will be required to reduce mercury emissions by 90% from the historical baseline. Reductions can be phased in and the 90% target delayed until 2021 if additional sulfur dioxide and nitrogen oxide reductions are implemented. By 2015, electric generating units above 25 megawatts, but less than 150 megawatts, must reduce their mercury emissions to a level defined by the Best Available Control Technology rule. As of September 30, 2013, we estimate capital costs of approximately $9 million for our wholly owned plants to achieve the required reductions. The capital costs are expected to be recovered in future rates.

In December 2011, the EPA issued the final Utility Mercury and Air Toxics Standards (MATS), which will regulate emissions of mercury and other hazardous air pollutants beginning in 2015. The State of Wisconsin is in the process of revising the compliance date in the state mercury rules to be consistent with the MATS rule. We are currently evaluating options for achieving the emission limits specified in this rule, but we do not anticipate the cost of compliance to be significant. We expect to recover future compliance costs in future rates.

Sulfur Dioxide and Nitrogen Oxide:

In July 2011, the EPA issued a final rule known as the Cross State Air Pollution Rule (CSAPR), which numerous parties, including us, challenged in the United States Court of Appeals for the District of Columbia Circuit (D.C. Circuit). The new rule was to become effective in January 2012. However, in December 2011, the CSAPR requirements were stayed by the D.C. Circuit and a previous rule, the Clean Air Interstate Rule (CAIR), was implemented during the stay period. In August 2012, the D.C. Circuit issued their ruling vacating and remanding CSAPR and simultaneously reinstating CAIR pending the issuance of a replacement rule by the EPA. In October 2012, the EPA and several other parties filed petitions for a rehearing of the D.C. Circuit's decision, which the D.C. Circuit denied in January 2013. In March 2013, the EPA requested that the United States Supreme Court (Supreme Court) review the D.C. Circuit's rejection of CSAPR. In June 2013, the Supreme Court agreed to review the case, but a decision is not expected until 2014.

Under CAIR, units affected by the Best Available Retrofit Technology (BART) rule were considered in compliance with BART for sulfur dioxide and nitrogen oxide emissions if they were in compliance with CAIR. This determination was updated when CSAPR was issued (CSAPR satisfied BART), and the EPA has not revised it to reflect the reinstatement of CAIR. Although particulate emissions also contribute to visibility impairment, the WDNR's modeling has shown the impairment to be so insignificant that additional capital expenditures on controls may not be warranted.

Due to the uncertainty surrounding this rulemaking, we are currently unable to predict whether we will have to purchase additional emission allowances, idle or abandon certain units, or change how certain units are operated. We expect to recover any future compliance costs in future rates.

Manufactured Gas Plant Remediation

We operated facilities in the past at multiple sites for the purpose of manufacturing and storing manufactured gas. In connection with these activities, waste materials were produced that may have resulted in soil and groundwater contamination at these sites. Under certain laws and regulations relating to the protection of the environment, we are required to undertake remedial action with respect to some of these materials. We are coordinating the investigation and cleanup of the sites subject to EPA jurisdiction under what is called a "multi-site" program. This program involves prioritizing the work to be done at the sites, preparation and approval of documents common to all of the sites, and use of a consistent approach in selecting remedies.

We are responsible for the environmental remediation of ten sites, of which seven have been transferred to the EPA Superfund Alternative Sites Program. Under the EPA's program, the remedy decisions at these sites will be made using risk-based criteria typically used at Superfund sites. As of September 30, 2013, we estimated and accrued for $64.9 million of future undiscounted investigation and cleanup costs for all sites. We may adjust

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these estimates in the future due to remedial technology, regulatory requirements, remedy determinations, and any claims of natural resource damages. As of September 30, 2013, cash expenditures for environmental remediation not yet recovered in rates were $13.0 million. We recorded a regulatory asset of $77.9 million at September 30, 2013, which is net of insurance recoveries received of $25.8 million, related to the expected recovery through rates of both cash expenditures and estimated future expenditures. Under current PSCW policies, we may not recover carrying costs associated with the cleanup expenditures.

Management believes that any costs incurred for environmental activities relating to former manufactured gas plant operations that are not recoverable through contributions from other entities or from insurance carriers have been prudently incurred and are, therefore, recoverable through rates. Accordingly, we do not expect these costs to have a material impact on our financial statements. However, any changes in the approved rate mechanisms for recovery of these costs, or any adverse conclusions by the PSCW or the MPSC with respect to the prudence of costs actually incurred, could materially affect recovery of such costs through rates.

NOTE 10 — EMPLOYEE BENEFIT PLANS

The following table shows the components of net periodic benefit cost (including amounts capitalized to our balance sheets) for our benefit plans:

	Pension Benefits												Other Postretirement Benefits
	Three Months Ended September 30						Nine Months Ended September 30						Three Months Ended September 30						Nine Months Ended September 30
(Millions)	2013			2012			2013			2012			2013			2012			2013			2012
Service cost	$	2.7		$	3.2		$	8.1		$	9.6		$	2.6		$	2.1		$	7.9		$	6.4
Interest cost	7.6			8.5			22.9			25.5			3.4			3.8			10.1			11.3
Expected return on plan assets	(14.3		)	(13.8		)	(42.9		)	(41.5		)	(3.7		)	(3.6		)	(11.1		)	(10.9		)
Amortization of transition obligation	—			—			—			—			—			0.1			—			0.2
Amortization of prior service cost (credit)	0.9			1.1			2.7			3.4			(0.6		)	(0.8		)	(1.6		)	(2.3		)
Amortization of net actuarial loss	6.0			3.7			18.0			11.1			1.9			1.4			5.6			4.2
Net periodic benefit cost	$	2.9		$	2.7		$	8.8		$	8.1		$	3.6		$	3.0		$	10.9		$	8.9

Transition obligations, prior service costs (credits), and net actuarial losses that have not yet been recognized as a component of net periodic benefit cost are recorded as net regulatory assets.

We make contributions to our plans in accordance with legal and tax requirements. These contributions do not necessarily occur evenly throughout the year. During the nine months ended September 30, 2013, we contributed $38.0 million to our pension plans and $0.1 million to our other postretirement benefit plans. We expect to contribute an additional $0.8 million to our pension plans and $15.6 million to our other postretirement benefit plans during the remainder of 2013, dependent upon various factors affecting us, including our liquidity position and tax law changes.

NOTE 11 — STOCK-BASED COMPENSATION

Our employees may be granted awards under Integrys Energy Group’s stock-based compensation plans. Compensation cost associated with these awards is allocated to us based on the percentages used for allocation of the award recipients’ labor costs.

The following table reflects the stock-based compensation expense and the related deferred tax benefit recognized in income for the three and nine months ended September 30:

	Three Months Ended September 30				Nine Months Ended September 30
(Millions)	2013		2012		2013		2012
Stock options	$	0.2	$	0.2	$	0.5	$	0.4
Performance stock rights	0.4		0.1		1.7		1.8
Restricted share units	0.8		0.8		2.6		2.7
Total stock-based compensation expense	$	1.4	$	1.1	$	4.8	$	4.9
Deferred income tax benefit	$	0.6	$	0.4	$	1.9	$	2.0

No stock-based compensation cost was capitalized during the three and nine months ended September 30, 2013, and 2012.

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Stock Options

The fair value of stock option awards granted is estimated using a binomial lattice model. The expected term of option awards is derived from the output of the binomial lattice model and represents the period of time that options are expected to be outstanding. The risk-free interest rate is based on the United States Treasury yield curve. The expected dividend yield incorporates the current and historical dividend rate of Integrys Energy Group. The expected stock price volatility is estimated using its 10-year historical volatility. The following table shows the weighted-average fair value per stock option granted during the nine months ended September 30, 2013, along with the assumptions incorporated into the valuation model:

	February 2013 Grant
Weighted-average fair value per option	$6.03
Expected term	5 years
Risk-free interest rate	0.18% – 2.11%
Expected dividend yield	5.33%
Expected volatility	24%

A summary of stock option activity for the nine months ended September 30, 2013, and information related to outstanding and exercisable stock options at September 30, 2013, is presented below:

	Stock Options		Weighted-Average  Exercise Price Per  Share		Weighted-Average  Remaining Contractual Life (in Years)	Aggregate  Intrinsic Value (Millions)
Outstanding at December 31, 2012	66,852		$	49.95
Granted	19,364		56.00
Exercised	(33,473	)	49.28
Outstanding at September 30, 2013	52,743		$	52.60	7.2	$	0.2
Exercisable at September 30, 2013	15,291		$	51.49	4.0	$	0.1

The aggregate intrinsic value for outstanding and exercisable options in the above table represents the total pre-tax intrinsic value that would have been received by the option holders had they all exercised their options on September 30, 2013. This is calculated as the difference between Integrys Energy Group’s closing stock price on September 30, 2013, and the option exercise price, multiplied by the number of in-the-money stock options. The intrinsic value of options exercised during the nine months ended September 30, 2013, and 2012, was not significant.

As of September 30, 2013, future compensation cost expected to be recognized for unvested and outstanding stock options was not significant.

Performance Stock Rights

The fair values of performance stock rights are estimated using a Monte Carlo valuation model. The risk-free interest rate is based on the United States Treasury yield curve. The expected dividend yield incorporates the current and historical dividend rate of Integrys Energy Group. The expected volatility is estimated using two to three years of historical data. The table below reflects the assumptions used in the valuation of the outstanding grants at September 30:

	2013
Risk-free interest rate	0.26% – 1.27%
Expected dividend yield	5.18% – 5.34%
Expected volatility	19% – 36%

A summary of the activity for the nine months ended September 30, 2013, related to performance stock rights accounted for as equity awards is presented below:

	Performance Stock Rights		Weighted-Average Fair Value (2)
Outstanding at December 31, 2012	4,908		$	66.95
Granted	1,374		48.50
Award modifications (1)	2,601		39.80
Distributed	(4,318	)	74.53
Adjustment for final payout	996		74.53
Outstanding at September 30, 2013	5,561		$	45.16

⁽¹⁾Six months prior to the end of the performance period, employees can no longer change their election to defer the value of their performance stock rights into the deferred compensation plan. As a result, any awards not elected for deferral at this point in the performance period will be settled in Integrys Energy Group's common stock. This changes the classification of these awards from a liability award to an equity award. The change in classification is accounted for as an award modification.

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⁽²⁾  Reflects the weighted-average fair value used to measure equity awards. Equity awards are measured using the grant date fair value or the fair value on the modification date.

The weighted-average grant date fair value of performance stock rights awarded during the nine months ended September 30, 2013, and 2012, was $48.50 and $52.70 per performance stock right, respectively.

A summary of the activity for the nine months ended September 30, 2013, related to performance stock rights accounted for as liability awards is presented below:

	Performance Stock Rights
Outstanding at December 31, 2012	6,774
Granted	5,489
Award modifications *	(2,601	)
Distributed	(573	)
Adjustment for final payout	133
Outstanding at September 30, 2013	9,222

* Six months prior to the end of the performance period, employees can no longer change their election to defer the value of their performance stock rights into the deferred compensation plan. As a result, any awards not elected for deferral at this point in the performance period will be settled in Integrys Energy Group's common stock. This changes the classification of these awards from a liability award to an equity award. The change in classification is accounted for as an award modification.

The weighted-average fair value of all outstanding performance stock rights accounted for as liability awards as of September 30, 2013, was $48.91 per performance stock right.

As of September 30, 2013, future compensation cost expected to be recognized for unvested and outstanding performance stock rights (equity and liability awards) was not significant.

The total intrinsic value of performance stock rights distributed during the nine months ended September 30, 2013, and 2012, was not significant.

Restricted Share Units

A summary of the activity related to all restricted share unit awards (equity and liability awards) for the nine months ended September 30, 2013, is presented below:

	Restricted Share Unit Awards		Weighted-Average Grant Date Fair Value
Outstanding at December 31, 2012	67,954		$	48.26
Granted	23,055		56.05
Dividend equivalents	2,304		52.02
Vested and released	(28,079	)	46.20
Outstanding at September 30, 2013	65,234		$	52.04

As of September 30, 2013, $1.4 million of compensation cost related to these awards was expected to be recognized over a weighted-average period of 2.3 years.

The total intrinsic value of restricted share unit awards vested and released during the nine months ended September 30, 2013, and 2012, was $1.6 million and $1.5 million, respectively. The actual tax benefit realized for the tax deductions from the vesting and release of restricted share units during the nine months ended September 30, 2013, and 2012, was not significant.

The weighted-average grant date fair value of restricted share units awarded during the nine months ended September 30, 2013, and 2012, was $56.05 and $53.24 per unit, respectively.

NOTE 12 — COMMON EQUITY

Various laws, regulations, and financial covenants impose restrictions on our ability to pay dividends to the sole holder of our common stock, Integrys Energy Group.

The PSCW allows us to pay dividends on our common stock of no more than 103% of the previous year's common stock dividend. We may return capital to Integrys Energy Group if our average financial common equity ratio is at least 51% on a calendar year basis. We must obtain PSCW approval if a return of capital would cause our average financial common equity ratio to fall below this level. Integrys Energy Group's right to receive dividends on our common stock is also subject to the prior rights of our preferred shareholders and to provisions in our restated articles of

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incorporation, which limit the amount of common stock dividends that we may pay if our common stock and common stock surplus accounts constitute less than 25% of our total capitalization.

Our short-term debt obligations contain financial and other covenants, including but not limited to, a requirement to maintain a debt to total capitalization ratio not to exceed 65%. Failure to comply with these covenants could result in an event of default, which could result in the acceleration of outstanding debt obligations.

As of September 30, 2013, total restricted net assets were $1,313.2 million. Our equity in undistributed earnings of 50% or less owned investees accounted for by the equity method was $28.9 million at September 30, 2013.

Except for the restrictions described above and subject to applicable law, we do not have any other significant dividend restrictions.

Integrys Energy Group may provide equity contributions to us or request a return of capital from us in order to maintain utility common equity levels consistent with those allowed by the PSCW. Wisconsin law prohibits us from making loans to or guaranteeing obligations of Integrys Energy Group or its other subsidiaries. During the nine months ended September 30, 2013, we received $200.0 million of equity contributions from Integrys Energy Group, paid common stock dividends of $81.5 million to Integrys Energy Group, and returned $35.0 million of capital to Integrys Energy Group.

NOTE 13 — VARIABLE INTEREST ENTITIES

We had a variable interest in Fox Energy Company LLC through a power purchase agreement related to the cost of fuel. In connection with the purchase of Fox Energy Company LLC in March 2013, we paid $50.0 million for the early termination of this 500-megawatt agreement. See Note 4, "Acquisition of Fox Energy Center," for more information regarding this purchase. We evaluated this variable interest entity for possible consolidation and determined that consolidation was not required since we were not the primary beneficiary of the variable interest entity. The assets and liabilities on our December 31, 2012, balance sheet that related to our involvement with this variable interest entity pertained to working capital accounts and represented the amounts we owed for current deliveries of power.

NOTE 14 — FAIR VALUE

Fair Value Measurements

A fair value measurement is required to reflect the assumptions market participants would use in pricing an asset or liability based on the best available information. These assumptions include the risks inherent in a particular valuation technique (such as a pricing model) and the risks inherent in the inputs to the model.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). We use a mid-market pricing convention (the mid-point price between bid and ask prices) as a practical measure for valuing certain derivative assets and liabilities.

Fair value accounting rules provide a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are defined as follows:

Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2 - Pricing inputs are observable, either directly or indirectly, but are not quoted prices included within Level 1. Level 2 includes those financial instruments that are valued using external inputs within models or other valuation methodologies.

Level 3 - Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management's best estimate of fair value.

Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

We determine fair value using a market-based approach that uses observable market inputs where available, and internally developed inputs where observable market data is not readily available. For the unobservable inputs, consideration is given to the assumptions that market participants would use in valuing the asset or liability. These factors include not only the credit standing of the counterparties involved, but also the impact of our nonperformance risk on our liabilities.

We have established a risk oversight committee whose primary responsibility includes directly or indirectly ensuring that all valuation methods are applied in accordance with predefined policies. The development and maintenance of our forward price curves has been assigned to our risk management department, which is part of the corporate treasury function. This group is separate and distinct from the trading function. To validate

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the reasonableness of our fair value inputs, our risk management department compares changes in valuation and researches any significant differences in order to determine the underlying cause. Changes to the fair value inputs are made if necessary.

The following tables show assets and liabilities that were accounted for at fair value on a recurring basis, categorized by level within the fair value hierarchy:

	September 30, 2013
(Millions)	Level 1		Level 2		Level 3		Total
Risk management assets
Natural gas contracts	$	0.3	$	—	$	—	$	0.3
Financial transmission rights (FTRs)	—		—		2.2		2.2
Coal contracts	—		—		1.5		1.5
Total	$	0.3	$	—	$	3.7	$	4.0
Risk management liabilities
Natural gas contracts	$	0.2	$	—	$	—	$	0.2
FTRs	—		—		0.4		0.4
Petroleum product contracts	0.1		—		—		0.1
Coal contracts	—		—		2.7		2.7
Total	$	0.3	$	—	$	3.1	$	3.4

	December 31, 2012
(Millions)	Level 1		Level 2		Level 3		Total
Risk management assets
Natural gas contracts	$	0.1	$	—	$	—	$	0.1
FTRs	—		—		1.2		1.2
Petroleum product contracts	0.1		—		—		0.1
Coal contracts	—		—		2.5		2.5
Total	$	0.2	$	—	$	3.7	$	3.9
Risk management liabilities
Natural gas contracts	$	0.6	$	—	$	—	$	0.6
FTRs	—		—		0.1		0.1
Coal contracts	—		—		9.0		9.0
Total	$	0.6	$	—	$	9.1	$	9.7

The risk management assets and liabilities listed in the tables above include NYMEX futures and options, as well as financial contracts used to manage transmission congestion costs in the MISO market. NYMEX contracts are valued using the NYMEX end-of-day settlement price, which is a Level 1 input. The valuation for FTRs is derived from historical data from MISO, which is considered a Level 3 input. The valuation for physical coal contracts categorized in Level 3 is based on significant assumptions made to extrapolate prices from the last quoted period through the end of the transaction term. For more information on our derivative instruments, see Note 3, "Risk Management Activities." There were no transfers between the levels of the fair value hierarchy during the three or nine months ended September 30, 2013, and 2012.

The significant unobservable inputs used in the valuation that resulted in categorization within Level 3 were as follows at September 30, 2013. The amounts and percentages listed in the table below represent the range of unobservable inputs that individually had a significant impact on the fair value determination and caused a derivative to be classified as Level 3.

	Fair Value (Millions)
	Assets		Liabilities		Valuation Technique	Unobservable Input	Average or Range
FTRs	$	2.2	$	0.4	Market-based	Forward market prices ($/megawatt-month) (1)	$116.47
Coal contract	1.5		2.7		Market-based	Forward market prices ($/ton) (2)	$12.21 - $14.63

⁽¹⁾  Represents forward market prices developed using historical cleared pricing data from MISO.

⁽²⁾  Represents third-party forward market pricing.

Significant changes in historical settlement prices and forward coal prices would result in a directionally similar significant change in fair value.

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The following tables set forth a reconciliation of changes in the fair value of items categorized as Level 3 measurements:

	Three Months Ended September 30, 2013									Nine Months Ended September 30, 2013
(Millions)	FTRs			Coal Contracts			Total			FTRs			Coal Contracts			Total
Balance at the beginning of period	$	2.1		$	(2.3	)	$	(0.2	)	$	1.1		$	(6.5	)	$	(5.4	)
Net realized gains included in earnings	1.5			—			1.5			2.5			—			2.5
Net unrealized gains (losses) recorded as regulatory assets or liabilities	0.8			(4.5		)	(3.7		)	(0.3		)	2.2			1.9
Purchases	—			—			—			3.2			—			3.2
Sales	—			—			—			(0.1		)	—			(0.1		)
Settlements	(2.6		)	5.6			3.0			(4.6		)	3.1			(1.5		)
Balance at the end of period	$	1.8		$	(1.2	)	$	0.6		$	1.8		$	(1.2	)	$	0.6

	Three Months Ended September 30, 2012									Nine Months Ended September 30, 2012
(Millions)	FTRs			Coal Contracts			Total			FTRs			Coal Contracts			Total
Balance at the beginning of period	$	2.5		$	(9.8	)	$	(7.3	)	$	1.2		$	(6.9	)	$	(5.7	)
Net realized (losses) gains included in earnings	(0.6		)	—			(0.6		)	1.4			—			1.4
Net unrealized gains (losses) recorded as regulatory assets or liabilities	—			2.1			2.1			(0.3		)	1.5			1.2
Purchases	—			—			—			2.8			—			2.8
Sales	—			—			—			(0.1		)	—			(0.1		)
Settlements	(0.2		)	(1.6		)	(1.8		)	(3.3		)	(3.9		)	(7.2		)
Balance at the end of period	$	1.7		$	(9.3	)	$	(7.6	)	$	1.7		$	(9.3	)	$	(7.6	)

Unrealized gains and losses on FTRs and coal contracts are deferred as regulatory assets or liabilities. Therefore, these fair value measurements have no impact on earnings. Realized gains and losses on FTRs, as well as the related transmission congestion costs, are recorded in cost of fuel, natural gas, and purchased power on the statements of income.

Fair Value of Financial Instruments

The following table shows the financial instruments included on our balance sheets that are not recorded at fair value.

	September 30, 2013				December 31, 2012
(Millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Long-term debt	$	849.5	$	858.4	$	871.4	$	966.2
Long-term debt to parent	6.6		7.2		7.2		8.2
Preferred stock	51.2		61.8		51.2		52.8

The fair values of long-term debt are estimated based on the quoted market price for the same or similar issues, or on the current rates offered to us for debt of the same remaining maturity. The fair values of preferred stock are estimated based on quoted market prices, when available, or by using a perpetual dividend discount model. The fair values of long-term debt instruments and preferred stock are categorized within Level 2 of the fair value hierarchy.

Due to the short-term nature of cash and cash equivalents, accounts receivable, accounts payable, notes payable, and outstanding commercial paper, the carrying amount for each such item approximates fair value.

NOTE 15 — MISCELLANEOUS INCOME

Total miscellaneous income was as follows:

	Three Months Ended September 30				Nine Months Ended September 30
(Millions)	2013		2012		2013		2012
Earnings from equity-method investments	$	2.8	$	2.6	$	8.6	$	8.2
Equity portion of AFUDC	2.9		0.7		6.6		1.5
Key executive life insurance for retired employees	0.1		—		1.0		1.0
Other	0.2		0.5		0.7		0.7
Total miscellaneous income	$	6.0	$	3.8	$	16.9	$	11.4

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NOTE 16 — REGULATORY ENVIRONMENT

Wisconsin

2014 Rate Case

In March 2013, we filed an application with the PSCW to increase retail electric and natural gas rates $71.1 million and $19.0 million, respectively, with rates proposed to be effective January 1, 2014. The filing includes a request for a 10.75% return on common equity and a common equity ratio of 51.11% in our regulatory capital structure. The proposed retail electric rate increase is primarily driven by the purchase and operation of the Fox Energy Center, the completion of a one-time fuel refund to customers in 2013, increased electric transmission costs, additional construction related to the installation of environmental controls and the improvement of electric reliability, the recovery of pension and other employee benefit costs deferred in 2013 rates, and general inflation. Partially offsetting these increases are lower purchased power capacity costs and a refund to customers resulting from our decoupling mechanism. The proposed retail natural gas rate increase is generally the result of the recovery of amounts related to decoupling, increased costs of inspecting natural gas lines for safety, the recovery of pension and other employee benefit costs deferred in 2013 rates, and general inflation.

In August 2013, the PSCW Staff submitted testimony and recommended rate increases of $9.3 million and $7.8 million for retail electric and natural gas, respectively, reflecting a 10.20% return on common equity. Their recommendation also included a common equity ratio of 50.14% in our regulatory capital structure. The PSCW held both technical and public hearings in September 2013. In October 2013, we issued an initial brief revising our requested retail electric and natural gas rate increases to approximately $60 million and approximately $14 million, respectively, including a reduced return on common equity of 10.60%. Included in these revised amounts, is our request for recovery of $1.7 million for the Wisconsin retail allocation of environmental remediation capital and operating costs related to our Consent Decree with the EPA. See Note 9, "Commitments and Contingencies," for more information. Finally, we requested the removal of the annual caps associated with the decoupling mechanism that is currently in place. Our revised request is a result of our current position on contested issues. New rates are expected to be effective January 1, 2014.

2013 Rates

In December 2012, the PSCW issued an order approving a settlement agreement, effective January 1, 2013. The settlement agreement included a $28.5 million imputed retail electric rate increase, partially offset by the actual 2012 fuel refund of $20.5 million. The difference between the 2012 fuel refund and the rate increase is being deferred for recovery in a future rate proceeding. As a result, there was no change to customers' 2013 retail electric rates. The settlement agreement also included a $3.4 million retail natural gas rate decrease, which included a deferral of $2.1 million of pension and other employee benefit costs that will be recovered in a future rate proceeding. The 2013 electric and natural gas rates were reduced based on updated December 31, 2012, pension and other employee benefit cost estimates, which were filed with the PSCW in March 2013. The settlement agreement reflected a 10.30% return on common equity and a common equity ratio of 51.61% in our regulatory capital structure. In addition, we were authorized recovery of $5.9 million related to income tax amounts previously expensed due to the Federal Health Care Reform Act. As a result, this amount was recorded as a regulatory asset in 2012, and recovery from customers began in 2013. The settlement agreement also authorized the recovery of direct Cross State Air Pollution Rule (CSAPR) costs incurred through the end of 2012. Lastly, the settlement agreement authorized us to switch from production tax credits to Section 1603 Grants for the Crane Creek Wind Project.

A new decoupling mechanism for natural gas and electric residential and small commercial and industrial customers was approved as part of the settlement agreement on a pilot basis for 2013. The mechanism is based on total rate case-approved margins, rather than being calculated on a per-customer basis. The mechanism does not cover all customer classes, and it continues to include an annual $14.0 million cap for electric service and an annual $8.0 million cap for natural gas service. Amounts recoverable from or refundable to customers are subject to these caps and are included in rates upon approval in a rate proceeding.

2012 Rates

In December 2011, the PSCW issued a final written order, effective January 1, 2012. It authorized an electric rate increase of $8.1 million and required a natural gas rate decrease of $7.2 million. The electric rate increase was driven by projected increases in fuel and purchased power costs. However, to the extent that actual fuel and purchased power costs exceeded a 2% price variance from costs included in rates, they were deferred for recovery or refund in a future rate proceeding. The rate order allowed for the netting of the 2010 electric decoupling under-collection with the 2011 electric decoupling over-collection and reflected reduced contributions to the Focus on Energy Program. The rate order also allowed for the deferral of direct CSAPR compliance costs, including carrying costs.

NOTE 17 — SEGMENTS OF BUSINESS

At September 30, 2013, we reported three segments. We manage our reportable segments separately due to their different operating and regulatory environments. Our principal business segments are the regulated electric utility operations and the regulated natural gas utility operations. The other segment includes nonutility activities, as well as equity earnings from our investments in WRPC and WPS Investments, LLC, which holds an interest in ATC.

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The table below presents information related to our reportable segments:

	Regulated Utilities
(Millions)	Electric Utility			Natural Gas Utility			Total Utility			Other		Reconciling Eliminations			WPS Consolidated
Three Months Ended September 30, 2013
External revenues	$	331.7		$	40.2		$	371.9		$	—	$	—		$	371.9
Intersegment revenues	—			4.1			4.1			0.5		(4.6		)	—
Depreciation and amortization expense	23.6			3.9			27.5			0.2		(0.1		)	27.6
Miscellaneous income	2.8			—			2.8			3.2		—			6.0
Interest expense	7.9			2.1			10.0			0.7		—			10.7
Provision (benefit) for income taxes	23.8			(2.0		)	21.8			1.0		—			22.8
Preferred stock dividend requirements	(0.6		)	(0.1		)	(0.7		)	—		—			(0.7		)
Net income (loss) attributed to common shareholder	38.3			(3.0		)	35.3			1.7		—			37.0
	Regulated Utilities
(Millions)	Electric Utility			Natural Gas Utility			Total Utility			Other		Reconciling Eliminations			WPS Consolidated
Three Months Ended September 30, 2012
External revenues	$	343.1		$	35.0		$	378.1		$	—	$	—		$	378.1
Intersegment revenues	—			4.4			4.4			0.3		(4.7		)	—
Depreciation and amortization expense	20.3			3.8			24.1			0.1		(0.1		)	24.1
Miscellaneous income	0.8			0.1			0.9			2.9		—			3.8
Interest expense	8.0			2.0			10.0			0.5		—			10.5
Provision (benefit) for income taxes	17.3			(3.8		)	13.5			0.9		—			14.4
Preferred stock dividend requirements	(0.6		)	(0.1		)	(0.7		)	—		—			(0.7		)
Net income (loss) attributed to common shareholder	43.9			(2.7		)	41.2			1.3		—			42.5
	Regulated Utilities
(Millions)	Electric Utility			Natural Gas Utility			Total Utility			Other		Reconciling Eliminations			WPS Consolidated
Nine Months Ended September 30, 2013
External revenues	$	946.0		$	227.1		$	1,173.1		$	—	$	—		$	1,173.1
Intersegment revenues	—			8.3			8.3			1.1		(9.4		)	—
Depreciation and amortization expense	66.9			11.8			78.7			0.5		(0.4		)	78.8
Miscellaneous income	6.5			0.1			6.6			10.3		—			16.9
Interest expense	23.8			6.4			30.2			1.7		—			31.9
Provision for income taxes	52.9			8.9			61.8			2.9		—			64.7
Preferred stock dividend requirements	(1.9		)	(0.4		)	(2.3		)	—		—			(2.3		)
Net income attributed to common shareholder	87.1			14.4			101.5			6.0		—			107.5
	Regulated Utilities
(Millions)	Electric Utility			Natural Gas Utility			Total Utility			Other		Reconciling Eliminations			WPS Consolidated
Nine Months Ended September 30, 2012
External revenues	$	922.6		$	197.2		$	1,119.8		$	—	$	—		$	1,119.8
Intersegment revenues	—			7.5			7.5			1.0		(8.5		)	—
Depreciation and amortization expense	60.5			11.4			71.9			0.5		(0.4		)	72.0
Miscellaneous income	1.4			0.1			1.5			9.9		—			11.4
Interest expense	24.4			5.9			30.3			1.6		—			31.9
Provision for income taxes	38.8			6.9			45.7			2.4		—			48.1
Preferred stock dividend requirements	(1.9		)	(0.4		)	(2.3		)	—		—			(2.3		)
Net income attributed to common shareholder	86.5			14.6			101.1			6.1		—			107.2

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NOTE 18 — NEW ACCOUNTING PRONOUNCEMENTS

Recently Issued Accounting Guidance Not Yet Effective

Accounting Standards Update (ASU) 2013-04, "Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date," was issued in February 2013. The guidance requires an entity to measure obligations under these arrangements, for which the total amount of the obligation is fixed at the reporting date, as the sum of the reporting entity's portion and any additional amount it expects to pay on behalf of its co-obligors. The guidance also requires additional disclosures about the nature and amount of the obligations. The guidance is effective for reporting periods beginning after December 15, 2013. Adoption of this guidance is not expected to have a significant impact on our financial statements.

ASU 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists," was issued in July 2013. The guidance states that an unrecognized tax benefit should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. There are certain exceptions, however, under which the unrecognized tax benefit would be presented in the balance sheet as a liability. The guidance is effective for reporting periods beginning after December 15, 2013. Adoption of this guidance is not expected to have a significant impact on our financial statements.

NOTE 19 — RELATED PARTY TRANSACTIONS

We and our subsidiary, WPS Leasing, routinely enter into transactions with related parties, including Integrys Energy Group, its subsidiaries, and other entities in which we have material interests.

We provide services to ATC for its transmission facilities under several agreements approved by the PSCW. Services are billed to ATC under this agreement at our fully allocated cost.

We provide services to WRPC under an operating agreement approved by the PSCW. We are also under a service agreement with WRPC under which either party may be a service provider. Services are billed to WRPC under these agreements at our fully allocated cost.

The table below includes information summarizing transactions entered into with related parties as of:

(Millions)	September 30, 2013		December 31, 2012
Notes payable *
Integrys Energy Group	$	6.6	$	7.2
Accounts Payable
ATC	10.1		9.2
Liability related to income tax allocation
Integrys Energy Group	6.9		7.4

* WPS Leasing, our consolidated subsidiary, has a note payable to our parent company, Integrys Energy Group.

In addition to the above transactions, $22.6 million was repaid to related parties during 2012 for amounts previously paid to us for the unfunded nonqualified retirement plan.

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The following table shows activity associated with related party transactions:

	Three Months Ended September 30				Nine Months Ended September 30
(Millions)	2013		2012		2013		2012
Electric transactions
Sales to UPPCO	$	6.4	$	6.1	$	17.7	$	17.1
Natural gas transactions
Sales to Integrys Energy Services	0.1		0.1		0.3		0.5
Purchases from Integrys Energy Services	0.2		0.1		0.6		0.5
Interest expense (1)
Integrys Energy Group	0.1		0.1		0.4		0.4
Transactions with equity-method investees
Charges from ATC for network transmission services	24.6		23.5		73.8		70.6
Charges to ATC for services and construction	1.9		1.8		6.0		6.9
Net proceeds from WRPC sales of energy to MISO	—		0.6		—		2.4
Purchases of energy from WRPC	1.0		1.2		3.0		3.7
Charges to WRPC for operations	0.2		0.2		0.7		0.6
Equity earnings from WPS Investments, LLC (2)	2.5		2.5		7.6		7.6

⁽¹⁾  WPS Leasing, our consolidated subsidiary, has a note payable to our parent company, Integrys Energy Group.

⁽²⁾  WPS Investments, LLC is a consolidated subsidiary of Integrys Energy Group that is jointly owned by Integrys Energy Group, UPPCO, and us. At September 30, 2013, we had an 11.44% interest in WPS Investments accounted for under the equity method. Our ownership percentage has continued to decrease as additional equity contributions are made by Integrys Energy Group to WPS Investments.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the accompanying financial statements and related notes and our Annual Report on Form 10-K for the year ended December 31, 2012.

SUMMARY

We are a regulated electric and natural gas utility and a wholly owned subsidiary of Integrys Energy Group, Inc. We derive revenues primarily from the distribution and sale of electricity and natural gas to retail customers. We also provide wholesale electric service to numerous utilities and cooperatives for resale.

RESULTS OF OPERATIONS

Earnings Summary

	Three Months Ended September 30						Change in 2013  Over 2012		Nine Months Ended September 30				Change in 2013  Over 2012
(Millions)	2013			2012					2013		2012
Electric utility operations	$	38.3		$	43.9		(12.8	)%	$	87.1	$	86.5	0.7	%
Natural gas utility operations	(3.0		)	(2.7		)	11.1	%	14.4		14.6		(1.4	)%
Other operations	1.7			1.3			30.8	%	6.0		6.1		(1.6	)%
Net income attributed to common shareholder	$	37.0		$	42.5		(12.9	)%	$	107.5	$	107.2	0.3	%

Third Quarter 2013 Compared with Third Quarter 2012

The $5.5 million decrease in our earnings was driven by the $5.9 million quarter-over-quarter negative impact of the reversal in 2012 of deferred income taxes that had been expensed in prior years due to the implementation of federal health care reform. We were authorized recovery of this amount in our 2013 rate case settlement.

Nine Months 2013 Compared with Nine Months 2012

The $0.3 million increase in our earnings was driven by a $7.7 million after-tax increase in electric margins due to the 2013 PSCW rate order. This increase was partially offset by the $5.9 million period-over-period negative impact of the reversal in 2012 of deferred income taxes that had been expensed in prior years due to the implementation of federal health care reform. We were authorized recovery of this amount in our 2013 rate case settlement.

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Electric Utility Segment Operations

	Three Months Ended September 30						Change in 2013 Over 2012		Nine Months Ended September 30						Change in 2013 Over 2012
(Millions, except degree days)	2013			2012					2013			2012
Revenues	$	331.7		$	343.1		(3.3	)%	$	946.0		$	922.6		2.5	%
Fuel and purchased power costs	129.3			156.3			(17.3	)%	395.2			412.1			(4.1	)%
Margins	202.4			186.8			8.4	%	550.8			510.5			7.9	%
Operating and maintenance expense	100.2			87.1			15.0	%	291.8			267.8			9.0	%
Depreciation and amortization expense	23.6			20.3			16.3	%	66.9			60.5			10.6	%
Taxes other than income taxes	10.8			10.4			3.8	%	32.9			32.0			2.8	%
Operating income	67.8			69.0			(1.7	)%	159.2			150.2			6.0	%
Miscellaneous income	2.8			0.8			250.0	%	6.5			1.4			364.3	%
Interest expense	7.9			8.0			(1.3	)%	23.8			24.4			(2.5	)%
Other expense	(5.1		)	(7.2		)	(29.2	)%	(17.3		)	(23.0		)	(24.8	)%
Income before taxes	$	62.7		$	61.8		1.5	%	$	141.9		$	127.2		11.6	%
Sales in kilowatt-hours
Residential	775.0			832.2			(6.9	)%	2,157.5			2,165.8			(0.4	)%
Commercial and industrial	2,094.6			2,116.7			(1.0	)%	5,977.8			6,077.0			(1.6	)%
Wholesale	1,218.3			1,587.5			(23.3	)%	3,610.1			3,837.2			(5.9	)%
Other	7.0			7.2			(2.8	)%	22.9			23.2			(1.3	)%
Total sales in kilowatt-hours	4,094.9			4,543.6			(9.9	)%	11,768.3			12,103.2			(2.8	)%
Weather
Heating degree days	216			252			(14.3	)%	5,126			3,864			32.7	%
Cooling degree days	396			514			(23.0	)%	527			789			(33.2	)%

Electric margins are defined as electric operating revenues less fuel and purchased power costs. Management believes that electric utility margins provide a more meaningful basis for evaluating electric utility operations than electric operating revenues. To the extent changes in fuel and purchased power costs are passed through to customers, the changes are offset by comparable changes in operating revenues.

Third Quarter 2013 Compared with Third Quarter 2012

Margins

Electric utility segment margins increased$15.6 million, driven by:

• An approximate $13 million increase in margins from fuel and purchased power costs that are not included in our fuel and purchased power cost recovery mechanism. The increase was primarily due to a decline in purchased power costs as a result of the acquisition of Fox Energy Company LLC, which had no impact on net income. The net difference between the purchased power costs and the costs of owning the plant are deferred for recovery or refund in a future rate case (the net difference is reflected in operating expenses below). 

• An approximate $4 million increase in margins due to a retail electric rate increase, effective January 1, 2013. For more information on our 2013 PSCW rate order, see Note 16, "Regulatory Environment."

• Partially offsetting these increases was an approximate $1 million net decrease in margins from residential and commercial and industrial customers due to variances related to sales volumes, including the impact of decoupling. The quarter-over-quarter impact of decoupling does not directly correlate with the quarter-over-quarter impact of the change in sales volumes, as our decoupling mechanism was changed in 2013. See Note 16, "Regulatory Environment," for more information.

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Operating Income

Operating income at the electric utility segment decreased $1.2 million. The decrease was driven by a $16.8 millionincrease in operating expenses, partially offset by the $15.6 millionincrease in margins discussed above. The increase in operating expenses was driven by:

• A $7.7 million increase in maintenance expense due to a greater number of planned outages for certain of our generation plants in 2013, driven primarily by an outage at Weston 3. Also included in this amount is maintenance expense associated with the recently acquired Fox Energy Center.

• A $3.3 million increase in depreciation and amortization expense mainly due to the acquisition of the Fox Energy Center, partially offset by a reduction in the depreciable basis of our Crane Creek Wind Project. The reduction was the result of our election to claim a Section 1603 Grant for the project in lieu of production tax credits.

• A $2.5 million increase in electric transmission expense.

• A $1.5 million increase due to our deferral of the net difference between actual and rate case-approved costs resulting from the purchase of Fox Energy Company LLC. Our 2013 PSCW rate order did not reflect this purchase or the related termination of the power purchase agreement. However, we did receive approval from the PSCW to defer ownership costs above or below our power purchase agreement expenses for recovery or refund in a future rate case.

• A $1.0 million increase in various costs associated with the acquisition and operation of the Fox Energy Center.

Other Expense

Other expense decreased$2.1 million, driven by an increase in AFUDC due to environmental compliance projects at the Columbia plant.

Nine Months 2013 Compared with Nine Months 2012

Margins

Electric utility segment margins increased$40.3 million, driven by:

• An approximate $21 million increase in margins from fuel and purchased power costs that are not included in our fuel and purchased power cost recovery mechanism. The increase was primarily due to a decline in purchased power costs as a result of the acquisition of Fox Energy Company LLC, which had no impact on net income. The net difference between the purchased power costs and the costs of owning the plant are deferred for recovery or refund in a future rate case (the net difference is reflected in operating expenses below). 

• An approximate $13 million increase in margins due to a retail electric rate increase, effective January 1, 2013. For more information on our 2013 PSCW rate order, see Note 16, "Regulatory Environment."

• An approximate $7 million net increase in margins from residential and commercial and industrial customers due to variances related to sales volumes, including the impact of decoupling. The period-over-period impact of decoupling does not directly correlate with the period-over-period impact of the change in sales volumes as our decoupling mechanism was changed in 2013. See Note 16, "Regulatory Environment," for more information.

Operating Income

Operating income at the electric utility segment increased$9.0 million. The increase was driven by the $40.3 millionincrease in margins discussed above, partially offset by a $31.3 millionincrease in operating expenses. The increase in operating expenses was driven by:

• An $8.8 million increase in maintenance expense due to a greater number of planned outages for certain of our generation plants in 2013, driven primarily by an outage at Weston 3. Also included in this amount is maintenance expense associated with the recently acquired Fox Energy Center.

• A $6.9 million increase in electric transmission expense.

• A $6.4 million increase in depreciation and amortization expense mainly due to the acquisition of the Fox Energy Center, partially offset by a reduction in the depreciable basis of our Crane Creek Wind Project. The reduction is the result of our election to claim a Section 1603 Grant for the project in lieu of production tax credits.

• A $4.3 million increase due to our deferral of the net difference between actual and rate case-approved costs resulting from the purchase of Fox Energy Company LLC. Our 2013 PSCW rate order did not reflect this purchase or the related termination of the power purchase agreement.

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However, we did receive approval from the PSCW to defer ownership costs above or below our power purchase agreement expenses for recovery or refund in a future rate case.

• A $3.6 million increase in various costs associated with the acquisition and operation of the Fox Energy Center.

• A $2.5 million increase in customer assistance expense, driven by the period-over-period change in the amortization of amounts recoverable from or refundable to customers related to energy efficiency.

In addition, a $3.4 million increase in employee benefit related expenses was more than offset by the $5.4 million positive impact of the deferral of certain components of pension and other employee benefit costs that will be recovered in a future rate proceeding as a result of our 2013 PSCW rate order. The increase in employee benefit related expenses was driven by the amortization of negative investment returns from prior years, which increased both the pension and other postretirement benefit expenses.

Other Expense

Other expense decreased$5.7 million, driven by an increase in AFUDC due to environmental compliance projects at the Columbia plant.

Natural Gas Utility Segment Operations

	Three Months Ended September 30						Change in 2013 Over 2012		Nine Months Ended September 30						Change in 2013 Over 2012
(Millions, except heating degree days)	2013			2012					2013			2012
Revenues	$	44.3		$	39.4		12.4	%	$	235.4		$	204.7		15.0	%
Natural gas purchased for resale	26.3			23.3			12.9	%	142.0			113.5			25.1	%
Margins	18.0			16.1			11.8	%	93.4			91.2			2.4	%
Operating and maintenance expense	15.8			15.6			1.3	%	48.0			48.2			(0.4	)%
Depreciation and amortization expense	3.9			3.8			2.6	%	11.8			11.4			3.5	%
Taxes other than income taxes	1.1			1.2			(8.3	)%	3.6			3.9			(7.7	)%
Operating income (loss)	(2.8		)	(4.5		)	(37.8	)%	30.0			27.7			8.3	%
Miscellaneous income	—			0.1			(100.0	)%	0.1			0.1			—	%
Interest expense	2.1			2.0			5.0	%	6.4			5.9			8.5	%
Other expense	(2.1		)	(1.9		)	10.5	%	(6.3		)	(5.8		)	8.6	%
Income (loss) before taxes	$	(4.9	)	$	(6.4	)	(23.4	)%	$	23.7		$	21.9		8.2	%
Retail throughput in therms
Residential	14.1			14.4			(2.1	)%	173.4			133.6			29.8	%
Commercial and industrial	15.8			11.8			33.9	%	107.4			80.0			34.3	%
Other	11.8			20.5			(42.4	)%	23.0			38.1			(39.6	)%
Total retail throughput in therms	41.7			46.7			(10.7	)%	303.8			251.7			20.7	%
Transport throughput in therms
Commercial and industrial	68.3			67.8			0.7	%	260.8			243.2			7.2	%
Total throughput in therms	110.0			114.5			(3.9	)%	564.6			494.9			14.1	%
Weather
Heating degree days	216			252			(14.3	)%	5,126			3,864			32.7	%

Natural gas utility margins are defined as natural gas utility operating revenues less the cost of natural gas purchased for resale. Management believes that natural gas utility margins provide a more meaningful basis for evaluating natural gas utility operations than natural gas utility revenues since prudently incurred natural gas commodity costs are passed through to our customers in current rates. There was an approximate 27% and 4% increase in the average per-unit cost of natural gas sold during the three and nine month periods ended September 30, 2013, respectively, which had no impact on margins.

Third Quarter 2013 Compared with Third Quarter 2012

Margins

Natural gas utility segment margins increased $1.9 million. The increase in margins was driven by the quarter-over-quarter positive impact from the straight-line amortization of prior year decoupling deferrals, partially offset by a decrease in rates, both of which were approved in our rate order,

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effective January 1, 2013. See Note 16, "Regulatory Environment," for more information. The impact of the decrease in rates is not recognized evenly throughout the year, as recognition is based on volumes sold, which are generally lower in the third quarter.

Operating Loss

The operating loss at the natural gas utility segment decreased $1.7 million, primarily driven by the increase in margins discussed above. We also deferred $0.5 million of certain increases in our pension and other employee benefit costs that will be recovered in a future rate proceeding as a result of our 2013 rate order. There were no other individually significant items that impacted operating expenses.

Nine Months 2013 Compared with Nine Months 2012

Margins

Natural gas utility segment margins increased $2.2 million, driven by:

• An approximate $4 million net increase in margins, net of the impact of decoupling, driven by a 14.1% increase in volumes sold in 2013. In 2012, margins were lower due to unusually warm weather. In 2013, higher use per residential customer and an increase in residential customers also contributed to the increase in margins.

• A partially offsetting approximate $1 million decrease in margins related to our rate order effective January 1, 2013. See Note 16, "Regulatory Environment," for more information.

Operating Income

Operating income at the natural gas utility segment increased $2.3 million. This increase was primarily driven by the $2.2 million increase in margins discussed above and a $0.1 million decrease in operating expenses. Several individually insignificant items more than offset $1.6 million of higher amortization of regulatory assets related to environmental cleanup costs for manufactured gas plant sites. In addition, we have deferred $1.6 million of certain increases in our pension and other employee benefit costs that will be recovered in a future rate proceeding as a result of our 2013 rate order.

Other Segment Operations

	Three Months Ended September 30					Change in 2013 Over 2012		Nine Months Ended September 30				Change in 2013 Over 2012
(Millions)	2013		2012					2013		2012
Operating income	$	0.2	$	(0.2	)	N/A		$	0.3	$	0.2	50.0	%
Other income	2.5		2.4			4.2	%	8.6		8.3		3.6	%
Income before taxes	$	2.7	$	2.2		22.7	%	$	8.9	$	8.5	4.7	%

There was no material change in income before taxes for other segment operations for all periods presented.

Provision for Income Taxes

	Three Months Ended September 30				Nine Months Ended September 30
	2013		2012		2013		2012
Effective Tax Rate	37.7	%	25.0	%	37.1	%	30.5	%

Third Quarter 2013 Compared with Third Quarter 2012

Our effective tax rate increased in the third quarter of 2013. In the fourth quarter of 2012, we elected to claim and subsequently received a Section 1603 Grant for our Crane Creek Wind Project in lieu of production tax credits (PTCs). As a result, we no longer claim wind PTCs on any of our qualifying facilities. In the third quarter of 2012, we also decreased our provision for income taxes by $5.9 million as a result of our 2013 rate case settlement agreement. We recorded a regulatory asset after the settlement agreement authorized recovery of deferred income taxes expensed in previous years in connection with the 2010 federal health care reform. See Note 16, "Regulatory Environment," for more information.

Nine Months 2013 Compared with Nine Months 2012

Our effective tax rate increased in 2013. As discussed above, we no longer claim wind PTCs on any of our qualifying facilities, and we decreased our provision for income taxes by $5.9 million in 2012 as a result of our 2013 rate case settlement agreement.

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LIQUIDITY AND CAPITAL RESOURCES

We believe we have adequate resources to fund ongoing operations and future capital expenditures. These resources include cash balances, liquid assets, operating cash flows, access to debt capital markets, and available borrowing capacity under existing credit facilities. Our borrowing costs can be impacted by short-term and long-term debt ratings assigned by independent credit rating agencies, as well as the market rates for interest. Our operating cash flows and access to capital markets can be impacted by macroeconomic factors outside of our control.

Operating Cash Flows

During the nine months ended September 30, 2013, net cash provided by operating activities was $212.3 million, compared with $210.5 million for the same period in 2012. The $1.8 millionincrease in net cash provided by operating activities was driven by:

• A $71.4 million decrease in contributions to pension and other postretirement benefit plans.

• A $22.6 million period-over-period positive impact from the repayment of related party payables in 2012. Amounts previously paid to us for the unfunded nonqualified retirement plan were returned to related parties.

These increases were partially offset by:

• A $50.0 million payment in 2013 for the early termination of a tolling agreement in connection with the purchase of Fox Energy Company LLC.

• A $21.9 million increase in cash used to purchase natural gas that was injected into storage. The increase was driven by higher natural gas prices in 2013.

• A $11.8 million decrease in cash received from income taxes, primarily driven by refunds received in 2012 due to changes in estimated payments made for the prior year.

• An $8.4 million decrease in cash from customer prepayments and credit balances.

Investing Cash Flows

Net cash used for investing activities was $491.3 million during the nine months ended September 30, 2013, compared with $120.3 million for the same period in 2012. The $371.0 million increase in net cash used for investing activities was primarily due to $391.6 million of cash used in 2013 to purchase Fox Energy Company LLC. See Note 4, "Acquisition of Fox Energy Center," for additional information regarding this purchase. Also contributing to the increase was a $46.8 million increase in cash used for other capital expenditures (discussed below). These increases in net cash used were partially offset by the $69.0 million positive impact of the receipt of a Section 1603 Grant for the Crane Creek Wind Project in 2013.

Capital Expenditures

Capital expenditures by business segment for the nine months ended September 30 were as follows:

Reportable Segment (millions)	2013		2012		Change
Electric utility	$	537.8	$	104.0	$	433.8
Natural gas utility	26.6		22.0		4.6
WPS consolidated	$	564.4	$	126.0	$	438.4

The increase in capital expenditures at the electric utility segment was primarily due to our purchase of Fox Energy Company LLC in 2013. Capital expenditures at the electric utility segment also increased related to environmental compliance projects at the Columbia plant.

Financing Cash Flows

Net cash provided by financing activities was $278.9 million during the nine months ended September 30, 2013, compared with $90.8 million of net cash used for financing activities for the same period in 2012. The $369.7 million period-over-period positive impact from financing activities was driven by:

• The borrowing of $200.0 million under our term credit facility in 2013 to partially finance the acquisition of Fox Energy Company LLC.

• A $160.0 million increase in equity contributions from Integrys Energy Group to support the acquisition of Fox Energy Company LLC.

• An $18.4 million increase in net borrowings of commercial paper.

• A $15.0 million decrease in payments made to Integrys Energy Group for return of capital.

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These increases were partially offset by a $22.0 million repayment of long-term debt in 2013.

Significant Financing Activities

For information on short-term debt, see Note 6, "Short-Term Debt and Lines of Credit."

For information on long-term debt, see Note 7, "Long-Term Debt."

Credit Ratings

We use internally generated funds and commercial paper borrowings to satisfy most of our capital requirements. We periodically issue long-term debt and receive equity contributions from Integrys Energy Group to reduce short-term debt, fund future growth, and maintain capitalization ratios as authorized by the PSCW.

Our current credit ratings are listed in the table below:

Credit Ratings	Standard & Poor's	Moody's
Issuer credit rating	A-	A2
First mortgage bonds	N/A	Aa3
Senior secured debt	A	Aa3
Preferred stock	BBB	Baa1
Commercial paper	A-2	P-1

Credit ratings are not recommendations to buy or sell securities. They are subject to change and each rating should be evaluated independent of any other rating.

Future Capital Requirements and Resources

Contractual Obligations

The following table shows our contractual obligations as of September 30, 2013, including those of our subsidiary:

			Payments Due By Period
(Millions)	Total Amounts Committed		2013		2014 to 2015		2016 to 2017		2018 and Later Years
Long-term debt principal and interest payments (1)	$	1,425.3	$	135.0	$	196.4	$	179.9	$	914.0
Operating lease obligations	16.6		0.3		1.5		1.1		13.7
Energy and transportation purchase obligations (2)	1,176.2		65.6		259.5		148.6		702.5
Purchase orders (3)	365.0		197.0		154.0		14.0		—
Pension and other postretirement funding obligations (4)	101.0		16.4		84.2		0.4		—
Uncertain tax positions	0.5		0.5		—		—		—
Total contractual cash obligations	$	3,084.6	$	414.8	$	695.6	$	344.0	$	1,630.2

⁽¹⁾  Represents bonds and notes issued. We record all principal obligations on the balance sheet.

⁽²⁾  The costs of energy and transportation purchase obligations are expected to be recovered in future customer rates.

⁽³⁾  Includes obligations related to normal business operations and large construction obligations.

⁽⁴⁾  Obligations for pension and other postretirement benefit plans, other than the Integrys Energy Group Retirement Plan, cannot reasonably be estimated beyond 2017.

The table above does not reflect estimated future payments related to the manufactured gas plant remediation liability of $64.9 million at September 30, 2013, as the amount and timing of payments are uncertain. We expect to incur costs annually to remediate these sites. See Note 9, "Commitments and Contingencies," for more information about environmental liabilities. The table also does not reflect estimated future payments for the September 30, 2013 liability of $0.1 million related to unrecognized tax benefits, as the amount and timing of payments are uncertain. See Note 8, "Income Taxes," for more information about unrecognized tax benefits.

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Capital Requirements

Projected capital expenditures by segment for 2013 through 2015, including amounts expended through September 30, 2013, are as follows:

(Millions)
Electric Utility
Environmental projects*	$	426
Acquisition of Fox Energy Center	392
Distribution and energy supply operations projects	335
Other projects	22
Natural Gas Utility
Distribution projects	92
Other projects	5
Total capital expenditures	$	1,272

* This primarily relates to the installation of ReACT^TM emission control technology at Weston 3 and the installation of scrubbers at the Columbia plant.

All projected capital and investment expenditures are subject to periodic review and may vary significantly from the estimates, depending on a number of factors. These factors include, but are not limited to, environmental requirements, regulatory constraints and requirements, changes in tax laws and regulations, market volatility, and economic trends.

Capital Resources

Management prioritizes the use of capital and debt capacity, determines cash management policies, uses risk management policies to hedge the impact of volatile commodity prices, and makes decisions regarding capital requirements in order to manage the liquidity and capital resource needs of the business segments. We plan to meet our capital requirements for the period 2013 through 2015 primarily through internally generated funds (net of forecasted dividend payments), debt financings, and equity infusions from Integrys Energy Group. We plan to keep debt to equity ratios at levels that can support current credit ratings and corporate growth.

We currently have two shelf registration statements. Under these registration statements, we may issue up to $500.0 million of additional senior debt securities and up to $30.0 million of preferred stock. Amounts, prices, and terms will be determined at the time of future offerings.

At September 30, 2013, we were in compliance with all covenants related to outstanding short-term and long-term debt. We expect to be in compliance with all such debt covenants for the foreseeable future. See Note 6, "Short-Term Debt and Lines of Credit," for more information on credit facilities and other short-term credit agreements. See Note 7, "Long-Term Debt," for more information on long-term debt.

Other Future Considerations

Climate Change

The EPA began regulating greenhouse gas emissions under the Clean Air Act in January 2011 by applying the Best Available Control Technology (BACT) requirements (associated with the New Source Review program) to new and modified larger greenhouse gas emitters. Technology to remove and sequester greenhouse gas emissions is not commercially available at scale. Therefore, the EPA issued guidance that defines BACT in terms of improvements in energy efficiency as opposed to relying on pollution control equipment. In March 2012, the EPA issued a proposed rule that would impose a carbon dioxide emission rate limit on new electric generating units. The proposed limit may prevent the construction of new coal units until technology becomes commercially available.

As directed by President Obama in June 2013, the EPA re-proposed the rules related to emission limits on new electric generating units in September 2013, and is expected to finalize them in a timely manner. The EPA was also directed to propose a rule for existing units by no later than June 1, 2014, and issue a final rule by June 1, 2015, with state implementation plans due by June 30, 2016. Facility compliance deadlines will be included in the final state plans.

A risk exists that any greenhouse gas legislation or regulation will increase the cost of producing energy using fossil fuels. However, we believe that capital expenditures being made at our plants are appropriate under any reasonable mandatory greenhouse gas program. We also believe that our future expenditures that may be required to control greenhouse gas emissions or meet renewable portfolio standards will be recoverable in rates. We will continue to monitor and manage potential risks and opportunities associated with future greenhouse gas legislative or regulatory actions.

All of our generation and distribution facilities are located in the upper Midwest region of the United States. The same is true for most of our customers' facilities. The physical risks, if any, posed by climate change for these areas are not expected to be significant at this time. Ongoing evaluations will be conducted as more information on the extent of such physical changes becomes available.

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Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act)

The Dodd-Frank Act was signed into law in July 2010. The final Commodity Futures Trading Commission (CFTC) rulemakings, which are essential to the Dodd-Frank Act's new framework for swaps regulation, have become effective or are becoming effective for certain companies and certain transactions. Some of the rules have not been finalized yet, are being challenged in court, or are subject to ongoing interpretations, clarifications, no-action letters, and other guidance being issued by the CFTC and its staff. As a result, it is difficult to predict how the CFTC's final Dodd-Frank Act rules will ultimately affect us. Certain provisions of the Dodd-Frank Act relating to derivatives could significantly increase our regulatory costs and/or collateral requirements, including the derivatives we use to hedge our commercial risks. We continue to monitor developments related to the Dodd-Frank Act rulemakings and their potential impacts on our future financial results. We continue to make the necessary systems and process changes to be in a position to comply with the rules within the CFTC's implementation timelines. 

Tax Law Changes

In January 2013, President Obama signed into law the American Taxpayer Relief Act of 2012. This act extends 50% bonus tax depreciation through 2013 for most capital expenditures. This bonus tax depreciation extension is anticipated to generate future cash flows in excess of $15 million through 2015.

In June 2013, Governor Walker signed into law a three-year budget bill, 2013 Wisconsin Act 20, which is effective January 1, 2014. Among other provisions, this Act will conform the Wisconsin tax code to the federal tax code with respect to tax depreciation and basis differences. This tax law change will accelerate the generation of future cash flows in excess of $5 million over a five-year amortization period through 2018.

In September 2013, the IRS issued final and proposed tangible property regulations. These regulations are broad and affect a multitude of items. The most substantial area of the regulations is determining if an expenditure related to tangible property is a repair or should be capitalized. In recent years, we filed changes in the method of accounting related to repairs of public utility property. We believe the previously filed method changes are materially consistent with the regulations as issued. Therefore, the issuance of the regulations is not expected to have a material effect on our financial position. In the near future, the IRS is expected to issue guidance on both the general implementation of the regulations and specific guidance related to one or more types of public utility property. We will continue to monitor future guidance and will consider impacts on our tax accounts when issued.

CRITICAL ACCOUNTING POLICIES

We have reviewed our critical accounting policies and considered whether any new critical accounting estimates or other significant changes to our accounting policies require any additional disclosures. We have found that the disclosures made in our Annual Report on Form 10-K for the year ended December 31, 2012, are still current and that there have been no significant changes.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our market risks have not changed materially from the market risks reported in our 2012 Annual Report on Form 10-K.

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Item 4.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of WPS's disclosure controls and procedures (as defined by Securities Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Based upon that evaluation, management, including our Chief Executive Officer and Chief Financial Officer, has concluded that WPS's disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Control

There were no changes in our internal control over financial reporting (as defined by Securities Exchange Act Rules 13a-15(f) and 15d-15(f)) during the quarter ended September 30, 2013, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

For information on material legal proceedings and matters related to us and our subsidiary, see Note 9, "Commitments and Contingencies."

Item 1A.  Risk Factors

There were no material changes in the risk factors previously disclosed in Part I, Item 1A of our 2012 Annual Report on Form 10-K, which was filed with the SEC on March 1, 2013.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

Dividend Restrictions

Integrys Energy Group is the sole holder of our common stock; therefore, there is no established public trading market for our common stock. For information on dividends paid and dividend restrictions, see Note 12, "Common Equity."

Item 5. Other Information

In December 2011, the FASB issued ASU 2011-11, "Disclosures about Offsetting Assets and Liabilities." The new guidance requires enhanced disclosures about offsetting and related arrangements. ASU 2013-01, "Clarifying the Scope of Disclosures About Offsetting Assets and Liabilities," was issued in January 2013. This guidance clarifies that the scope of ASU 2011-11 applies to certain derivatives included in the Derivatives and Hedging Topic of the FASB Accounting Standards Codification. We adopted the new guidance on January 1, 2013. The following presents the retrospective application of this guidance for the year ended December 31, 2011:

	December 31, 2011
(Millions)	Gross Amount		Gross Amount Not Offset on the Balance Sheet, Including Cash Collateral		Net Amount
Derivative assets subject to master netting or similar arrangements	$	1.5	$	0.3	$	1.2
Total risk management assets	$	1.5			$	1.2
Derivative liabilities subject to master netting or similar arrangements	$	2.6	$	2.6	$	—
Derivative liabilities not subject to master netting or similar arrangements	6.9		—		6.9
Total risk management liabilities	$	9.5			$	6.9

Item 6.  Exhibits

The documents listed in the Exhibit Index are attached as exhibits or incorporated by reference herein.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant, Wisconsin Public Service Corporation, has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	WISCONSIN PUBLIC SERVICE CORPORATION
	(Registrant)
Date:  November 7, 2013	/s/ Linda M. Kallas
	Linda M. Kallas
	Vice President and Controller
	(Duly Authorized Officer and Chief Accounting Officer)

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WISCONSIN PUBLIC SERVICE CORPORATION

EXHIBIT INDEX TO FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2013

Exhibit No.	Description
3.1	Amendment to the Wisconsin Public Service Corporation By-laws effective October 8, 2013
3.2	Wisconsin Public Service Corporation By-laws as in effect at October 8, 2013
12	Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Fixed Charges and Preferred Stock Dividend Requirements
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 Wisconsin Public Service 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 Wisconsin Public Service Corporation
32	Written Statement of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 for Wisconsin Public Service Corporation
101	Financial statements from the Quarterly Report on Form 10-Q of Wisconsin Public Service Corporation for the quarter ended September 30, 2013, formatted in eXtensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Capitalization, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Notes To Financial Statements, and (vi) document and entity information

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EX-3.1

Exhibit 3.1

WISCONSIN PUBLIC SERVICE CORPORATION

BY-LAWS

As In Effect April 23, 2012October 8, 2013

ARTICLE I. OFFICES

1. Principal Office

The principal office of the Corporation in the State of Wisconsin shall be in the City of Green Bay. The Corporation may also have offices at such other places, within and outside of the State of Wisconsin, as the Board of Directors may designate or as the business of the Corporation may require.

2. Registered Office

The Board of Directors shall designate the registered office of the Corporation and may change such registered office by resolution.

ARTICLE II. SHAREHOLDERS

1. Annual Meeting

The annual meeting of the shareholders ("Annual Meeting") shall be held each year at such time or on such day as may be designated by resolution of the Board of Directors. In fixing a meeting date for any Annual Meeting, the Board of Directors may consider such factors as it deems relevant within the good faith exercise of its business judgment.

2. Purposes of Annual Meeting

At each Annual Meeting, the shareholders shall elect the directors and transact such other business as may properly come before the Annual Meeting in accordance with Section 14 of Article II of these By‑laws. If the election of directors shall not be held on the date fixed as herein provided, for any Annual Meeting, or any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of shareholders (a "Special Meeting") as soon thereafter as is practicable.

3. Special Meetings

a. A Special Meeting may be called only by (i) the Board of Directors, (ii) the Chairman of the Board, (iii) the Chief Executive Officer, (iv) a President or (v) the Secretary and shall be called by the Corporation upon the demand, in accordance with this Section 3, of the holders of record of shares representing at least 10% of all the votes entitled to be cast on any issue proposed to be considered at the Special Meeting.

b. In order that the Corporation may determine the shareholders entitled to demand a Special Meeting, the Board of Directors may fix a record date to determine the shareholders entitled to make such a demand (the "Demand Record Date"). The Demand Record Date shall not precede the date upon which the resolution fixing the Demand Record Date is adopted by the Board of Directors and shall not be more than ten days after the date upon which the resolution fixing the Demand Record Date is adopted by the Board of Directors. Any shareholder of record seeking to have shareholders demand a Special Meeting shall, by sending written notice to the Secretary of the Corporation by hand or by certified or registered mail, return receipt requested, request the Board of Directors to fix a Demand Record Date. The Board of Directors shall promptly, but in all events within ten days after the date on which a valid request to fix a Demand Record Date is received, adopt a resolution fixing the Demand Record Date and shall make a public announcement of such Demand Record Date. If no Demand Record Date has been fixed by the Board of Directors within ten days after the date on which such request is received by the Secretary, the Demand Record Date shall be the 10th day after the first date on which a valid written request to set a Demand Record Date is received by the Secretary. To be valid, such written request shall set forth the purpose or purposes for which the Special Meeting is to be held, shall be signed by one or more shareholders of record (or their duly authorized proxies or other representatives), shall bear the date of signature of each such shareholder (or proxy or

1

Exhibit 3.1

other representative) and shall set forth all information about each such shareholder and about the beneficial owner or owners, if any, on whose behalf the request is made that would be required to be set forth in a shareholder's notice described in paragraph (a) (ii) of Section 14 of this Article II.

c. In order for a shareholder or shareholders to demand a Special Meeting, a written demand or demands for a Special Meeting by the holders of record as of the Demand Record Date of shares representing at least 10% of all the votes entitled to be cast on any issue proposed to be considered at the Special Meeting must be delivered to the Corporation. To be valid, each written demand by a shareholder for a Special Meeting shall set forth the specific purpose or purposes for which the Special Meeting is to be held (which purpose or purposes shall be limited to the purpose or purposes set forth in the written request to set a Demand Record Date received by the Corporation pursuant to paragraph (b) of this Section 3), shall be signed by one or more persons who as of the Demand Record Date are shareholders of record (or their duly authorized proxies or other representatives), shall bear the date of signature of each such shareholder (or proxy or other representative), and shall set forth the name and address, as they appear in the Corporation's books, of each shareholder signing such demand and the class and number of shares of the Corporation which are owned of record and beneficially by each such shareholder, shall be sent to the Secretary by hand or by certified or registered mail, return receipt requested, and shall be received by the Secretary within seventy days after the Demand Record Date.

d. The Corporation shall not be required to call a Special Meeting upon shareholder demand unless, in addition to the documents required by paragraph (c) of this Section 3, the Secretary receives a written agreement signed by each Soliciting Shareholder (as defined below), pursuant to which each Soliciting Shareholder, jointly and severally, agrees to pay the Corporation's costs of holding the Special Meeting, including the costs of preparing and mailing proxy materials for the Corporation's own solicitation, provided that if each of the resolutions introduced by any Soliciting Shareholder at such meeting is adopted, and each of the individuals nominated by or on behalf of any Soliciting Shareholder for election as a director at such meeting is elected, then the Soliciting Shareholders shall not be required to pay such costs. For purposes of this paragraph (d), the following terms shall have the meanings set forth below:

(i) "Affiliate" of any Person (as defined herein) shall mean any Person controlling, controlled by or under common control with such first Person.

(ii) "Participant" shall have the meaning assigned to such term in Rule 14a-11 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

(iii) "Person" shall mean any individual, firm, corporation, partnership, joint venture, association, trust, unincorporated organization or other entity.

(iv) "Proxy" shall have the meaning assigned to such term in Rule 14a‑1 promulgated under the Exchange Act.

(v) "Solicitation" shall have the meaning assigned to such term in Rule 14a‑11 promulgated under the Exchange Act.

(vi) "Soliciting Shareholder" shall mean, with respect to any Special Meeting demanded by a shareholder or shareholders, any of the following Persons:

(a) if the number of shareholders signing the demand or demands of meeting delivered to the Corporation pursuant to paragraph (c) of this Section 3 is ten or fewer, each shareholder signing any such demand;

(b) if the number of shareholders signing the demand or demands of meeting delivered to the Corporation pursuant to paragraph (c) of this Section 3 is more than ten, each Person who either (I) was a Participant in any Solicitation of such demand or demands or (II) at the time of the delivery to the Corporation of the documents described in paragraph (c) of this Section 3 had engaged or intends to engage in any Solicitation of Proxies for use at such Special Meeting (other than a Solicitation of Proxies on behalf of the Corporation); or

2

Exhibit 3.1

(c) any Affiliate of a Soliciting Shareholder, if a majority of the directors then in office determine, reasonably and in good faith, that such Affiliate should be required to sign the written notice described in paragraph (c) of this Section 3 and/or the written agreement described in this paragraph (d) in order to prevent the purposes of this Section 3 from being evaded.

e. Except as provided in the following sentence, any Special Meeting shall be held at such hour and day as may be designated by whichever of the Board of Directors, the Chairman of the Board, the Chief Executive Officer, a President or the Secretary shall have called such meeting. In the case of any Special Meeting called by the Chairman of the Board, the Chief Executive Officer, a President or the Secretary upon the demand of shareholders (a "Demand Special Meeting"), such meeting shall be held at such hour and day as may be designated by the Board of Directors; provided, however, that the date of any Demand Special Meeting shall be not more than seventy days after the Meeting Record Date (as defined in Section 6 of Article II of these By‑laws); and provided further that in the event that the directors then in office fail to designate an hour and date for a Demand Special Meeting within ten days after the date that valid written demands for such meeting by the holders of record as of the Demand Record Date of shares representing at least 10% of all the votes entitled to be cast on each issue proposed to be considered at the Special Meeting are delivered to the Corporation (the "Delivery Date"), then such meeting shall be held at 2:00 P.M. local time on the 100th day after the Delivery Date or, if such 100th day is not a Business Day (as defined below), on the first preceding Business Day. In fixing a meeting date for any Special Meeting, the Board of Directors, the Chairman of the Board, the Chief Executive Officer, a President or the Secretary may consider such factors as it or he deems relevant within the good faith exercise of its or his business judgment, including, without limitation, the nature of the action proposed to be taken, the facts and circumstances surrounding any demand for such meeting, and any plan of the Board of Directors to call an Annual Meeting or a Special Meeting for the conduct of related business.

f. The Corporation may engage regionally or nationally recognized independent inspectors of elections to act as an agent of the Corporation for the purpose of promptly performing a ministerial review of the validity of any purported written demand or demands for a Special Meeting received by the Secretary. For the purpose of permitting the inspectors to perform such review, no purported demand shall be deemed to have been delivered to the Corporation until the earlier of (i) five Business Days following receipt by the Secretary of such purported demand and (ii) such date as the independent inspectors certify to the Corporation that the valid demands received by the Secretary represent at least 10% of all the votes entitled to be cast on each issue proposed to be considered at the Special Meeting. Nothing contained in this paragraph (f) shall in any way be construed to suggest or imply that the Board of Directors or any shareholder shall not be entitled to contest the validity of any demand, whether during or after such five Business Day period, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto).

g. For purposes of these By‑laws, "Business Day" shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in the State of Wisconsin are authorized or obligated by law or executive order to close.

4. Place of Meeting

The Board of Directors, the Chairman of the Board, the Chief Executive Officer, a President or the Secretary may designate any place, either within or without the State of Wisconsin, as the place of meeting for any Annual Meeting or for any Special Meeting or for any postponement or adjournment thereof. If no designation is made, the place of meeting shall be the principal business office of the Corporation in the State of Wisconsin. Any meeting may be adjourned to reconvene at any place designated by vote of the Board of Directors or by the Chairman of the Board, the Chief Executive Officer, a President or the Secretary.

5. Notice of Meeting

Written or printed notice stating the date, time and place of any Annual Meeting or Special Meeting shall be delivered not less than ten days (unless a longer period is required by the Wisconsin Business Corporation Law or the Articles of Incorporation of the Corporation) nor more than 70 days before the date of such meeting either personally or by mail, by or at the direction of the Chairman of the Board, the Chief Executive Officer, a President or the Secretary, to each shareholder of record entitled to vote at such meeting and to such other shareholders as required by the Wisconsin Business Corporation Law. In the event of any Demand Special Meeting, such notice shall be sent not more than 45

3

Exhibit 3.1

days after the Delivery Date. If mailed, notice pursuant to this Section 5 shall be deemed to be effective when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock record books of the Corporation, with postage thereon prepaid. Unless otherwise required by the Wisconsin Business Corporation Law or the Articles of Incorporation of the Corporation, a notice of an Annual Meeting need not include a description of the purpose for which the meeting is called. In the case of any Special Meeting, (a) the notice of meeting shall describe any business that the Board of Directors shall have theretofore determined to bring before the meeting and (b) in the case of a Demand Special Meeting, the notice of meeting (i) shall describe any business set forth in the statement of purpose of the demands received by the Corporation in accordance with Section 3 of this Article II and (ii) shall contain all of the information required in the notice received by the Corporation in accordance with Section 14(b) of this Article II. If an Annual Meeting or Special Meeting is adjourned to a different date, time or place, the Corporation shall not be required to give notice of the new date, time or place if the new date, time or place is announced at the meeting before adjournment; provided, however, that if a new Meeting Record Date for an adjourned meeting is or must be fixed, the Corporation shall give notice of the adjourned meeting to persons who are shareholders as of the new Meeting Record Date.

6. Fixing of Record Date

The Board of Directors may fix in advance a date not less than 10 days and not more than 70 days prior to the date of any Annual Meeting or Special Meeting (other than a Demand Special Meeting) as the record date for the purpose of determining shareholders entitled to notice of, and to vote at, such meeting ("Meeting Record Date"). If a Meeting Record Date is not fixed by the Board of Directors or by the Wisconsin Business Corporation Law for any Annual Meeting or Special Meeting (other than a Demand Special Meeting), the Meeting Record Date shall be the close of business on the day before the first notice is given to Shareholders. In the case of any Demand Special Meeting, (i) the Meeting Record Date shall not be later than the 30^th day after the Delivery Date and (ii) if the Board of Directors fails to fix the Meeting Record Date within 30 days after the Delivery Date, then the close of business on such 30^th day shall be the Meeting Record Date. The shareholders of record on the Meeting Record Date shall be the shareholders entitled to notice of, and to vote at, the meeting. Except as provided by the Wisconsin Business Corporation Law for a court-ordered adjournment, a determination of shareholders entitled to notice of, and to vote at, any Annual Meeting or Special Meeting is effective for any adjournment of such meeting unless the Board of Directors fixes a new Meeting Record Date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. The Board of Directors may also fix in advance a date as the record date for the purpose of determining shareholders entitled to take any other action or determining shareholders for any other purpose. Such record date shall be not more than 70 days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. The record date for determining shareholders entitled to a distribution (other than a distribution involving a purchase, redemption or other acquisition of the Corporation's shares) or a share dividend is the date on which the Board of Directors authorizes the distribution or share dividend, as the case may be, unless the Board of Directors fixes a different record date.

7. Voting Records

After a Meeting Record Date has been fixed, the Corporation shall prepare a list of the names of all of the shareholders entitled to notice of the meeting. The list shall be arranged by class or series of shares, if any, and show the address of, and number of shares held by, each shareholder. Such list shall be available for inspection by any shareholder, beginning two business days after notice of the meeting is given for which the list was prepared and continuing to the date of the meeting, at the Corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder or his agent may, on written demand, inspect and, subject to the limitations imposed by the Wisconsin Business Corporation Law, copy the list, during regular business hours and at his or her expense, during the period that it is available for inspection pursuant to this Section 7. The Corporation shall make the shareholders' list available at the meeting and any shareholder or his or her agent or attorney may inspect the list at any time during the meeting or any adjournment thereof. Refusal or failure to prepare or make available the shareholders' list shall not affect the validity of any action taken at a meeting of shareholders.

8. Quorum and Voting Requirements; Postponements; Adjournments

a. Shares entitled to vote as a separate voting group may take action on a matter at any Annual Meeting or Special Meeting only if a quorum of those shares exists with respect to that matter. If the Corporation has only one class of stock outstanding, such class shall constitute a separate voting group for purposes of this Section 8. Except as otherwise provided in the Articles of Incorporation of this Corporation or the Wisconsin Business Corporation Law, a majority of the votes entitled to be cast on the matter shall constitute a quorum of the voting group for action on that matter. Once a share is represented for any purpose at any Annual

4

Exhibit 3.1

Meeting or Special Meeting, other than for the purpose of objecting to holding the meeting or transacting business at the meeting, it is considered present for purposes of determining whether a quorum exists for the remainder of the meeting and for any adjournment of that meeting, unless a new Meeting Record Date is or must be set for the adjourned meeting. If a quorum exists, except in the case of the election of directors, action on a matter shall be approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the Articles of Incorporation of the Corporation or the Wisconsin Business Corporation Law requires a greater number of affirmative votes. Unless otherwise provided in the Articles of Incorporation of the Corporation, each director shall be elected by a plurality of the votes cast by the shares entitled to vote in the election of directors at any Annual Meeting or Special Meeting at which a quorum is present.

b. The Board of Directors acting by resolution may postpone and reschedule any previously scheduled Annual Meeting or Special Meeting; provided, however, that a Demand Special Meeting shall not be postponed beyond the 100^th day following the Delivery Date. Any Annual Meeting or Special Meeting may be adjourned from time to time, whether or not there is a quorum, (i) at any time, upon a resolution of shareholders if the votes cast in favor of such resolution by the holders of shares of each voting group entitled to vote on any matter theretofore properly brought before the meeting exceed the number of votes cast against such resolution by the holders of shares of each such voting group or (ii) at any time prior to the transaction of any business at such meeting, by the Chairman of the Board, the Chief Executive Officer, a President or the Secretary or pursuant to a resolution of the Board of Directors. No notice of the time and place of adjourned meetings need be given except as required by the Wisconsin Business Corporation Law. At any adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

9. Conduct of Meetings

The Chairman of the Board, and in his or her absence, the Vice Chairman of the Board, and in his or her absence, the Chief Executive Officer, and in his or her absence, a President, and in their absence, a Vice President in the order provided under Section 5 of Article IV of these By‑laws, and in their absence, any person chosen by the shareholders present shall call any Annual Meeting or Special Meeting to order and shall act as chairman of such meeting, and the Secretary of the Corporation shall act as secretary of all Annual Meetings and Special Meetings, but in the absence of the Secretary, the presiding officer may appoint any other person to act as secretary of the meeting.

10. Proxies

At all meetings of shareholders, a shareholder entitled to vote may vote his or her or its shares in person or by proxy. A shareholder entitled to vote at a meeting of shareholders may authorize another person to act for the shareholder by appointing the person as proxy. Without limiting the manner in which a shareholder may appoint a proxy, a shareholder or the shareholder's authorized officer, director, employee, agent or attorney-in-fact may use any of the following as a valid means to make such an appointment:

a. Appointment of a proxy in writing by signing or causing the shareholder's signature to be affixed to an appointment form by any reasonable means, including, but not limited to, by facsimile signature.

b. Appointment of a proxy by transmitting or authorizing the transmission of an electronic transmission of the appointment to the person who will be appointed as proxy or to a proxy solicitation firm, proxy support service organization or like agent authorized to receive the transmission by the person who will be appointed as proxy. Every electronic transmission shall contain, or be accompanied by, information that can be used to reasonably determine that the shareholder transmitted or authorized the transmission of the electronic transmission. Any person charged with determining whether a shareholder transmitted or authorized the transmission of the electronic transmission shall specify the information upon which the determination is made.

An appointment of a proxy is effective when a signed appointment form or an electronic transmission of the appointment is received by the inspector of elections or the officer or agent of the Corporation authorized to tabulate votes. An appointment is valid for 11 months unless a different period is expressly provided in the appointment. Unless otherwise provided, a proxy may be revoked any time before it is voted, either by appointing a new proxy in accordance with the Wisconsin Business Corporation Law or by oral notice given by the shareholder to the presiding officer during the meeting. The presence of a shareholder who has made an effective proxy appointment shall not itself constitute a revocation.

5

Exhibit 3.1

The Board of Directors shall have the power and authority to make rules establishing presumptions as to the validity and sufficiency of proxies.

11. Voting of Shares

a. Each outstanding share shall be entitled to one vote upon each matter submitted to a vote at any Annual Meeting or Special Meeting, except to the extent that the voting rights of the shares of any class or classes are enlarged, limited or denied by the Wisconsin Business Corporation Law or the Articles of Incorporation of the Corporation.

b. Shares held by another corporation, if a sufficient number of shares entitled to elect a majority of the directors of such other corporation is held directly or indirectly by the Corporation, shall not be entitled to vote at any Annual Meeting or Special Meeting, but shares held in a fiduciary capacity may be voted.

12. Acceptance of Instruments Showing Shareholder Action

If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a shareholder, the Corporation, if acting in good faith, may accept the vote, consent, waiver or proxy appointment and give it effect as the act of a shareholder. If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the name of a shareholder, the Corporation, if acting in good faith, may accept the vote, consent, waiver or proxy appointment and give it effect as the act of the shareholder if any of the following apply:

a. The shareholder is an entity and the name signed purports to be that of an officer or agent of the entity.

b. The name purports to be that of a personal representative, administrator, executor, guardian or conservator representing the shareholder and, if the Corporation requests, evidence of fiduciary status acceptable to the Corporation is presented with respect to the vote, consent, waiver or proxy appointment.

c. The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the Corporation requests, evidence of this status acceptable to the Corporation is presented with respect to the vote, consent, waiver or proxy appointment.

d. The name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the Corporation requests, evidence acceptable to the Corporation of the signatory's authority to sign for the shareholder is presented with respect to the vote, consent, waiver or proxy appointment.

e. Two or more persons are the shareholder as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all co-owners.

The Corporation may reject a vote, consent, waiver or proxy appointment if the Secretary or other officer or agent of the Corporation who is authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the shareholder.

13. Waiver of Notice by Shareholders

A shareholder may waive any notice required by the Wisconsin Business Corporation Law, the Articles of Incorporation of the Corporation or these By‑laws before or after the date and time stated in the notice. The waiver shall be in writing and signed by the shareholder entitled to the notice, contain the same information that would have been required in the notice under applicable provisions of the Wisconsin Business Corporation Law (except that the time and place of meeting need not be stated) and be delivered to the Corporation for inclusion in the corporate records. A shareholder's attendance at any Annual Meeting or Special Meeting, in person or by proxy, waives objection to all of the following: (a) lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting or promptly upon arrival objects to holding the meeting or transacting business at the meeting; and (b) consideration of a particular matter at the meeting that is not within the purpose described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

14. Notice of Shareholder Business and Nomination of Directors

a. Annual Meetings.

6

Exhibit 3.1

(i) Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the shareholders may be made at an Annual Meeting (A) pursuant to the Corporation's notice of meeting, (B) by or at the direction of the Board of Directors or (C) by any shareholder of the Corporation who is a shareholder of record at the time of giving of notice provided for in this Section 14 and who is entitled to vote at the meeting and complies with the notice procedures set forth in this Section 14.

(ii) For nominations or other business to be properly brought before an Annual Meeting by a shareholder pursuant to clause (C) of paragraph (a)(i) of this Section 14, the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a shareholder's notice shall be received by the Secretary of the Corporation at the principal offices of the Corporation not less than 45 days nor (except for shareholder proposals included in a proxy statement for such Annual Meeting in accordance with the requirements of Rule 14a‑8 under the Exchange Act) more than 70 days prior to the first annual anniversary of the date set forth in the Corporation's proxy statement for the immediately preceding Annual Meeting as the date on which the Corporation first mailed definitive proxy materials for the immediately preceding Annual Meeting (the "Anniversary Date"); provided, however, that in the event that the date for which the Annual Meeting is called is advanced by more than 30 days or delayed by more than 30 days from the first annual anniversary of the immediately preceding Annual Meeting, notice by the shareholder to be timely must be so delivered not earlier than the close of business on the 100^th day prior to the date of such Annual Meeting and not later than (A) the 75^th day prior to the date of such Annual Meeting or (B) the 10^th day following the day on which public announcement of the date of such Annual Meeting is first made. In no event shall the announcement of an adjournment of an Annual Meeting commence a new time period for the giving of a shareholder notice as described above. Such shareholder's notice shall be signed by the shareholder of record who intends to make the nomination or introduce the other business (or his duly authorized proxy or other representative), shall bear the date of signature of such shareholder (or proxy or other representative) and shall set forth: (A) the name and address, as they appear on this Corporation's books, of such shareholder and the beneficial owner or owners, if any, on whose behalf the nomination or proposal is made; (B) the class and number of shares of the Corporation which are beneficially owned by such shareholder or beneficial owner or owners; (C) a representation that such shareholder is a holder of record of shares of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to make the nomination or introduce the other business specified in the notice; (D) in the case of any proposed nomination for election or re-election as a director, (I) the name and residence address of the person or persons to be nominated, (II) a description of all arrangements or understandings between such shareholder or beneficial owner or owners and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination is to be made by such shareholder, (III) such other information regarding each nominee proposed by such shareholder as would be required to be disclosed in solicitations of proxies for elections of directors, or would be otherwise required to be disclosed, in each case pursuant to Regulation 14A under the Exchange Act, including any information that would be required to be included in a proxy statement filed pursuant to Regulation 14A had the nominee been nominated by the Board of Directors and (IV) the written consent of each nominee to be named in a proxy statement and to serve as a director of the Corporation if so elected; and (E) in the case of any other business that such shareholder proposes to bring before the meeting, (I) a brief description of the business desired to be brought before the meeting and, if such business includes a proposal to amend these By‑laws, the language of the proposed amendment, (II) such shareholder's and beneficial owner's or owners' reasons for conducting such business at the meeting and (III) any material interest in such business of such shareholder and beneficial owner or owners.

(iii) Notwithstanding anything in the second sentence of paragraph (a)(ii) of this Section 14 to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Corporation at least 45 days prior to the Anniversary Date, a shareholder's notice required by this Section 14 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be received by the Secretary at the principal offices of the Corporation not later

7

Exhibit 3.1

than the close of business on the 10^th day following the day on which such public announcement is first made by the Corporation.

b. Special Meetings. Only such business shall be conducted at a Special Meeting as shall have been described in the notice of meeting sent to shareholders pursuant to Section 5 of Article II of these By-laws. Nominations of persons for election to the Board of Directors may be made at a Special Meeting at which directors are to be elected pursuant to such notice of meeting (i) by or at the direction of the Board of Directors or (ii) by any shareholder of the Corporation who (A) is a shareholder of record at the time of giving of such notice of meeting, (B) is entitled to vote at the meeting and (C) complies with the notice procedures set forth in this Section 14. Any shareholder desiring to nominate persons for election to the Board of Directors at such a Special Meeting shall cause a written notice to be received by the Secretary of the Corporation at the principal offices of the Corporation not earlier than ninety days prior to such Special Meeting and not later than the close of business on the later of (x) the 60th day prior to such Special Meeting and (y) the 10th day following the day on which public announcement is first made of the date of such Special Meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. Such written notice shall be signed by the shareholder of record who intends to make the nomination (or his duly authorized proxy or other representative), shall bear the date of signature of such shareholder (or proxy or other representative) and shall set forth: (A) the name and address, as they appear on the Corporation's books, of such shareholder and the beneficial owner or owners, if any, on whose behalf the nomination is made; (B) the class and number of shares of the Corporation which are beneficially owned by such shareholder or beneficial owner or owners; (C) a representation that such shareholder is a holder of record of shares of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to make the nomination specified in the notice; (D) the name and residence address of the person or persons to be nominated; (E) a description of all arrangements or understandings between such shareholder or beneficial owner or owners and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination is to be made by such shareholder; (F) such other information regarding each nominee proposed by such shareholder as would be required to be disclosed in solicitations of proxies for elections of directors, or would be otherwise required to be disclosed, in each case pursuant to Regulation 14A under the Exchange Act, including any information that would be required to be included in a proxy statement filed pursuant to Regulation 14A had the nominee been nominated by the Board of Directors; and (G) the written consent of each nominee to be named in a proxy statement and to serve as a director of the Corporation if so elected.

c. General.

(i) Only persons who are nominated in accordance with the procedures set forth in this Section 14 shall be eligible to serve as directors. Only such business shall be conducted at an Annual Meeting or Special Meeting as shall have been brought before such meeting in accordance with the procedures set forth in this Section 14. The chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in this Section 14 and, if any proposed nomination or business is not in compliance with this Section 14, to declare that such defective proposal shall be disregarded.

(ii) For purposes of this Section 14, "public announcement" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(iii) Notwithstanding the foregoing provisions of this Section 14, a shareholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 14. Nothing in this Section 14 shall be deemed to limit the Corporation's obligation to include shareholder proposals in its proxy statement if such inclusion is required by Rule 14a-8 under the Exchange Act.

ARTICLE III. BOARD OF DIRECTORS

1.    General Powers

8

Exhibit 3.1

The business and affairs of the Corporation shall be managed by its Board of Directors. The Board shall determine the nature and character of the business to be conducted by the Corporation and the method of doing so; what employees, agents, and officers shall be employed and their compensation; and what purchases or contracts for purchase shall be made. The Board may delegate any of its aforesaid powers to committees or to officers, agents, or employees as it may from time to time determine.

2.    Number of Directors

The number of directors of the Corporation shall be eight (8)seven (7).

3.    Term

At each annual meeting of shareholders, the directors shall be elected to hold office until the next annual meeting of shareholders, and until their successors are elected and qualify.

4.    Qualifications

No director elected to such office for the first time after January 1, 1972 shall be eligible for re-election after attaining the age of 70 years. Directors need not be shareholders of the Corporation or residents of the State of Wisconsin.

5.    Meetings

The Board of Directors shall hold its meetings at such place or places, within or without the State of Wisconsin, as the Board may from time to time determine.

a. A meeting of the Board of Directors, to be known as the annual meeting, may be held, without notice, immediately after and at the same place as the annual meeting of the shareholders at which such Board is elected, for the purpose of electing the officers of the Corporation and to transact such other business as may come before the Board. Such annual meeting may be held at a different place than the annual meeting of shareholders and/or on a date subsequent to the annual meeting of shareholders, if notice of such different place and/or date has been given to or waived by all the directors.

b. Regular meetings of the Board of Directors may be held without call and without notice, at such times and in such places as the Board may by resolution from time to time determine.

c. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board or the Chief Executive Officer and shall be called by the Secretary of the Corporation upon the written request of three or more directors.

6.    Notice; Waiver

Notice of each special meeting of the Board of Directors shall be given by written notice delivered or communicated in person, by telegraph, teletype, facsimile, or other form of wire or wireless communication, or by mail or private carrier, to each director at his business address or at such other address as such director shall have designated in writing filed with the Secretary, in each case not less than 48 hours prior to the meeting. The notice need not prescribe the purpose of the special meeting of the Board of Directors or the business to be transacted at such meeting. If mailed, such notice shall be deemed to be effective when deposited in the United States mail so addressed, with postage thereon prepaid. If notice is given by telegram, such notice shall be deemed to be effective when the telegram is delivered to the telegraph company. If notice is given by private carrier, such notice shall be deemed to be effective when delivered to the private carrier. Whenever any notice whatever is required to be given to any director of the Corporation under the Articles of Incorporation, these By-laws, or any provision of the Wisconsin Business Corporation Law, a waiver thereof in writing, signed at any time, whether before or after the date and time of meeting, by the director entitled to such notice shall be deemed equivalent to the giving of such notice. The Corporation shall retain any such waiver as part of the permanent corporate records. A director's attendance at or participation in a meeting waives any required notice to him or her of the meeting unless the director at the beginning of the meeting or promptly upon his or her arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

9

Exhibit 3.1

7.    Quorum

Except as otherwise provided by the Wisconsin Business Corporation Law, by the Articles of Incorporation, or these By-laws, a majority of the number of directors specified in Section 2 of Article III of these By-laws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Except as otherwise provided by the Wisconsin Business Corporation Law, by the Articles of Incorporation, or by these By-laws, a quorum of any committee of the Board of Directors created pursuant to Section 13 hereof shall consist of a majority of the number of directors appointed to serve on the committee. A majority of the directors present (though less than such quorum) may adjourn any meeting of the Board of Directors or any committee thereof, as the case may be, from time to time without further notice.

8.    Manner of Acting

The affirmative vote of a majority of the directors present at a meeting of the Board of Directors or a committee thereof at which a quorum is present shall be the act of the Board of Directors or such committee, as the case may be, unless the Wisconsin Business Corporation Law, the Articles of Incorporation, or these By-laws require the vote of a greater number of directors.

9.    Minutes of Meetings

Minutes of any regular or special meeting of the Board of Directors shall be prepared and distributed to each director.

10.    Vacancies

Vacancies occurring in the Board of Directors shall be filled in the manner provided in Article V of the Articles of Incorporation.

11.    Compensation

The Board of Directors, irrespective of any personal interest of any of its members, may establish reasonable compensation of all directors for services to the Corporation as directors, officers, or otherwise, or may delegate such authority to an appropriate committee. The Board of Directors also shall have authority to provide for or delegate authority to an appropriate committee to provide for reasonable pensions, disability, or death benefits, and other benefits or payments, to directors, officers, and employees, and to their estates, families, dependents, or beneficiaries on account of prior services rendered by such directors, officers, and employees to the Corporation.

12.    Presumption of Assent

A director who is present and is announced as present at a meeting of the Board of Directors or any committee thereof created in accordance with Section 13 of this Article III, when corporate action is taken, assents to the action taken unless any of the following occurs:

a. The director objects at the beginning of the meeting or promptly upon his or her arrival to holding the meeting or transacting business at the meeting.

b. The director's dissent or abstention from the action taken is entered in the minutes of the meeting.

c. The director delivers written notice that complies with the Wisconsin Business Corporation Law of his or her dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation immediately after adjournment of the meeting.

Such right of dissent or abstention shall not apply to a director who votes in favor of the action taken.

13.    Committees

The Board of Directors by resolution adopted by the affirmative vote of a majority of all of the directors then in office may create one or more committees, appoint members of the Board of Directors to serve on the committees, and designate other members of the Board of Directors to serve as alternates. Each committee shall have two or more members who shall, unless otherwise provided by the Board of Directors, serve at the pleasure of the Board of

10

Exhibit 3.1

Directors. A committee may be authorized to exercise the authority of the Board of Directors, except that a committee may not do any of the following:

a. Authorize distributions.

b. Approve or propose to shareholders action that the Wisconsin Business Corporation Law requires to be approved by shareholders.

c. Fill vacancies on the Board of Directors or, unless the Board of Directors provides by resolution that vacancies on a committee shall be filled by the affirmative vote of the remaining committee members, on any Board committee.

d. Amend the Corporation's Articles of Incorporation.

e. Adopt, amend, or repeal By-laws.

f. Approve a plan of merger not requiring shareholder approval.

g. Authorize or approve reacquisition of shares, except according to a formula or method prescribed by the Board of Directors.

h. Authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares, except that the Board of Directors may authorize a committee to do so within limits prescribed by the Board of Directors. Unless otherwise provided by the Board of Directors in creating the committee, a committee may employ counsel, accountants, and other consultants to assist it in the exercise of its authority.

14. Telephonic Meetings

Except as herein provided and notwithstanding any place set forth in the notice of the meeting or these By-laws, members of the Board of Directors (and any committees thereof created pursuant to Section 13 of this Article III) may participate in regular or special meetings by, or through the use of, any means of communication by which all participants may simultaneously hear each other, such as by conference telephone. If a meeting is conducted by such means, then at the commencement of such meeting the presiding officer shall inform the participating directors that a meeting is taking place at which official business may be transacted. Any participant in a meeting by such means shall be deemed present in person at such meeting. Notwithstanding the foregoing, no action may be taken at any meeting held by such means on any particular matter which the presiding officer determines, in his or her sole discretion, to be inappropriate under the circumstances for action at a meeting held by such means. Such determination shall be made and announced in advance of such meeting.

15.    Action without Meeting

Any action required or permitted by the Wisconsin Business Corporation Law to be taken at a meeting of the Board of Directors or a committee thereof created pursuant to Section 13 of this Article III may be taken without a meeting if the action is taken by all members of the Board or of the committee. The action shall be evidenced by one or more written consents describing the action taken, signed by each director or committee member and retained by the Corporation. Such action shall be effective when the last director or committee member signs the consent, unless the consent specifies a different effective date.

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Exhibit 3.1

ARTICLE IV. OFFICERS

1. Principal Officers

The principal officers of the Corporation required by statute shall be one or more Presidents (as may be elected by the Board of Directors), such number of Vice Presidents as may be elected by the Board of Directors, a Secretary, and a Treasurer. The Board of Directors may elect from among the directors a Chairman of the Board of Directors and a Vice Chairman of the Board of Directors; may designate such Chairman, Vice Chairman, or any principal officer as the Chief Executive Officer; may designate the President or Presidents as a Chief Operating Officer; may elect such Assistant Secretaries and Assistant Treasurers and other officers as it shall deem necessary; and may prescribe by resolution their respective powers and duties.

2.    Chairman of the Board of Directors

If a Chairman of the Board of Directors shall be elected, he or she shall preside as Chairman of all meetings of the shareholders and of the Board of Directors. He or she shall have such other authority as the Board may from time to time prescribe. If there is no Chairman of the Board, or in the absence of the Chairman, the presiding officer at meetings of the shareholders, and of the Board of Directors shall be another officer in the following order of priority: Vice Chairman of the Board of Directors, Chief Executive Officer, Presidents, and Vice Presidents (subject, however, to Section 5 of this Article).

3.    Chief Executive Officer

The Chief Executive Officer shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general exercise active supervision over the business, property, and affairs of the Corporation.

a. The Chief Executive Officer shall have authority, subject to such rules as may be prescribed from time to time by the Board or its committees, to appoint agents or employees other than those elected by the Board, to prescribe their powers and duties, and to delegate such authority as he or she may see fit. Any agent or employee not elected by the Board shall hold office at the discretion of the Chief Executive Officer or other officer employing him.

b. The Chief Executive Officer is authorized to sign, execute, and acknowledge, on behalf of the Corporation, all deeds, mortgages, bonds, notes, debentures, contracts, leases, reports, and other documents and instruments, except where the signing and execution thereof by some other officer or agent shall be expressly authorized and directed by law or by the Board or by these By-laws. Unless otherwise provided by law or by the Board, the Chief Executive Officer may authorize any officer, employee, or agent to sign, execute, and acknowledge, on behalf of the Corporation, and in his place and stead, all such documents and instruments.

c. Unless otherwise ordered by the Board of Directors, the Chief Executive Officer, or a proxy appointed by him, shall have full power and authority, in the name of and on behalf of the Corporation, to attend, act, and vote at any meeting of the shareholders of any other corporation in which the Corporation may hold shares of stock. At any such meeting, he or she shall possess and may exercise any and all rights and powers incident to the ownership of shares of stock.

d. The Chief Executive Officer shall have such other powers and perform such other duties as are incident to the office of Chief Executive Officer and as may be prescribed by the Board.

4.    Presidents

The President or Presidents shall be the principal operating officer(s) of the Corporation, shall assist the Chief Executive Officer in exercising general supervision over the business and affairs of the Corporation, and shall perform such other duties and have such authority as from time to time may be delegated or assigned to him or her by the Chief Executive Officer or by the Board of Directors (including the power to sign, execute and acknowledge all documents and instruments referred to in Section 3 of this Article). In the event there be more than one President, each such President shall be assigned responsibility for a designated group, division or function of the Corporation’s business, an appropriate descriptive designation shall be added to his or her title and he or she shall have authority over that group,

12

Exhibit 3.1

division or function. During the absence or disability of the Chief Executive Officer, or while that office is vacant, the President or Presidents shall exercise all the powers and discharge all of the duties of the Chief Executive Officer.

5.    Vice Presidents

In the absence of any President or during his or her inability or refusal to act, his or her powers and duties shall temporarily devolve upon such Vice Presidents or other officers as shall be designated by the Board of Directors or, if not designated by the Board, by the Chief Executive Officer or other officer to whom such power may be delegated by the Board; provided, that no Vice President or other officer shall act as a member or chairman of any committee of the Board of Directors of which a President is a member or chairman, except at the direction of the Board.

a. Each Vice President shall have such powers and perform such other duties as may be assigned to him or her by the Board or the Chief Executive Officer, including the power to sign, execute, and acknowledge all documents and instruments referred to in Section 3 of this Article.

b. The Board may assign to any Vice President, general supervision and charge over any branch of the business and affairs of the Corporation, subject to such limitations as it may elect to impose.

c. The Board of Directors may, if it chooses, designate one or more of the Vice Presidents "Executive Vice President" with such powers and duties as the Board shall prescribe.

6.    Secretary

The Secretary shall attend, and keep the minutes of, meetings of the shareholders, the Board of Directors and, unless otherwise directed by any such committee, all committees, in books provided for that purpose; shall have custody of the corporate records and seal; shall see that notices are given and records and reports properly kept and filed as required by law or by these By-laws; and, in general, shall have such other powers and perform such other duties as are incident to the office of Secretary and as may be assigned to him or her by the Board of Directors or the Chief Executive Officer.

7.    Assistant Secretaries

In the absence of the Secretary, or during his or her inability or refusal to act, his or her powers and duties shall temporarily devolve upon such one of the Assistant Secretaries as the Chief Executive Officer or the Board of Directors may direct. The Assistant Secretaries shall have such other powers and perform such other duties as may be assigned to them by the Board, the Chief Executive Officer, or the Secretary.

8.    Treasurer

The Treasurer shall have charge and custody of the funds, securities, and other evidences of value of the Corporation, and shall keep and deposit them as required by the Board of Directors. He or she shall keep proper accounts of all receipts and disbursements and of the financial transactions of the Corporation. He or she shall render statements of such accounts and of money received and disbursed by him or her and of property and money belonging to the Corporation as required by the Board. The Treasurer shall have such other powers and perform such other duties as are incident to the office of Treasurer and as from time to time may be prescribed by the Board or the Chief Executive Officer.

9.    Assistant Treasurers

In the absence of the Treasurer, or during his or her inability or refusal to act, his or her powers and duties shall temporarily devolve upon such one of the Assistant Treasurers as the Chief Executive Officer or the Board of Directors may direct. The Assistant Treasurers shall have such other powers and perform such other duties as from time to time may be assigned to them, respectively, by the Board, the Chief Executive Officer, or the Treasurer.

10.    Other Assistants and Acting Officers

The Board of Directors shall have the power to appoint any person to act as assistant to any officer, or as agent for the Corporation in his or her stead, or to perform the duties of such officer whenever for any reason it is impracticable for such officer to act personally, and such assistant or acting officer or other agent so appointed by the Board of Directors or an authorized officer shall have the power to perform all the duties of the office to which he or she is so appointed to

13

Exhibit 3.1

be an assistant, or as to which he or she is so appointed to act, except as such power may be otherwise defined or restricted by the Board of Directors.

11.    Compensation

The salaries or other compensation of all officers elected as provided under Section 1 of this Article (other than assistant officers) shall be fixed from time to time by the Board of Directors. The salaries or other compensation of all other agents and employees of the Corporation shall be fixed from time to time by the Chief Executive Officer, but only within such limits as to amount, and in accordance with such other conditions as may be prescribed by or under the authority of the Board of Directors.

12.    Tenure

Each officer shall hold office until his or her successor shall have been duly elected and qualified, or until his or her death, resignation, disqualification, or removal. Any officer, agent, or employee may be removed, with or without cause, at any time by the Board of Directors notwithstanding the contract rights, if any, of the officer removed. The appointment of an officer does not of itself create contract rights.

13.    Resignation

An officer may resign at any time by delivering notice to the Corporation that complies with the Wisconsin Business Corporation Law. The resignation shall be effective when the notice is delivered, unless the notice specifies a later effective date, and the Corporation accepts the later effective date.

14.    Vacancies

Any vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term. If a resignation of an officer is effective at a later date as contemplated by Section 13 of this Article IV, the Board of Directors may fill the pending vacancy before the effective date if the Board provides that the successor may not take office until the effective date.

15.    Reassignment of Duties

In case of the absence or disability of any officer of the Corporation, or for any other reason deemed sufficient by the Board of Directors, the Board may reassign or delegate the powers and duties, or any of them, to any other officer, director, or person it may select.

ARTICLE V. CERTIFICATES FOR AND TRANSFER OF SHARES

1.    Form

Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. All certificates surrendered for the transfer shall be cancelled, and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except in case of a lost or destroyed certificate provided for in Section 4 of this Article V or a certificate for shares transferred in compliance with the escheat laws of any state.

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Exhibit 3.1

2.    Signatures

Certificates representing shares of the Corporation shall be signed by the Chief Executive Officer, a President or a Vice President and by the Secretary or an Assistant Secretary; and may be sealed with the seal of the Corporation (which may be a facsimile) and countersigned and registered in such manner, if any, as the Board of Directors may prescribe. Whenever any certificate is manually signed on behalf of a transfer agent or a registrar, other than the Corporation itself or an employee of the Corporation, the signatures of the Chief Executive Officer, President, Vice President, Secretary, or Assistant Secretary, upon such certificate may be facsimiles. In case any officer who has signed, or whose facsimile signature has been placed upon such certificate, ceases to be such officer before such certificate is issued, it may be issued with the same effect as if he or she were such officer at the date of its issue.

3.    Restrictions on Transfer

The face or reverse side of each certificate representing shares shall bear a conspicuous notation of any restriction imposed by the Corporation upon the transfer of such shares.

4.    Lost, Destroyed, or Stolen Certificates

Where the owner claims that his certificate for shares has been lost, destroyed, or wrongfully taken, a new certificate shall be issued in place thereof if the owner:

a. So requests before the Corporation has notice that such shares have been acquired by a bona fide purchaser.

b. Files with the Corporation a sufficient indemnity bond.

c. Satisfies such other reasonable requirements as may be prescribed by or under the authority of the Board of Directors.

5.    Transfer of Shares

Prior to due presentment of a certificate for shares for registration of transfer, the Corporation may treat the registered owner of such shares as the person exclusively entitled to vote, to receive notifications, and otherwise to have and exercise all the rights and powers of an owner. Where a certificate for shares is presented to the Corporation with a request to register for transfer, the Corporation shall not be liable to the owner or any other person suffering loss as a result of such registration of transfer if:

a. There were on or with the certificate the necessary endorsements.

b. The Corporation had no duty to inquire into adverse claims or has discharged any such duty.

The Corporation may require reasonable assurance that said endorsements are genuine and effective and compliance with such other regulations as may be prescribed by or under the authority of the Board of Directors.

6.    Consideration for Shares

The Board of Directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the Corporation, including cash, promissory notes, services performed, contracts for services to be performed, or other securities of the Corporation. Before the Corporation issues shares, the Board of Directors shall determine that the consideration received or to be received for the shares to be issued is adequate. The determination of the Board of Directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid, and nonassessable. The Corporation may place in escrow shares issued in whole or in part for a contract for future services or benefits, a promissory note, or otherwise for property to be issued in the future, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the benefits or property are received, or the promissory note is paid. If the services are not performed, the benefits or property are not received or the promissory note is not paid, the Corporation may cancel, in whole or in part, the shares escrowed or restricted and the distributions credited.

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Exhibit 3.1

7.    Other Rules

The Board of Directors shall have the power and authority to make all such further rules and regulations not inconsistent with the statutes of the State of Wisconsin as it may deem expedient concerning the issue, transfer, and registration of certificates representing shares of the Corporation, including the appointment and designation of Transfer Agents and Registrars.

ARTICLE VI. INDEMNIFICATION OF OFFICERS AND DIRECTORS

1.    Mandatory Indemnification

a. In all cases other than those set forth in Section 1b hereof, subject to the conditions and limitations set forth hereinafter in this Article VI, the Corporation shall indemnify and hold harmless any person who is or was a party, or is threatened to be made a party, to any Action (see Section 16 of this Article VI for definitions of capitalized terms used herein) by reason of his or her status as an Executive, and/or as to acts performed in the course of such Executive's duties to the Corporation and/or an Affiliate, against Liabilities and reasonable Expenses incurred by or on behalf of an Executive in connection with any Action, including, without limitation, in connection with the investigation, defense, settlement, or appeal of any Action; provided, pursuant to Section 3 of this Article VI, that it is not determined by the Authority or by a court, that the Executive engaged in misconduct which constitutes a Breach of Duty.

b. To the extent an Executive has been successful on the merits or otherwise in connection with any Action, including, without limitation, the settlement, dismissal, abandonment, or withdrawal of any such Action where the Executive does not pay, incur, or assume any material Liabilities, or in connection with any claim, issue or matter therein, he or she shall be indemnified by the Corporation against reasonable Expenses incurred by or on behalf of him or her in connection therewith. The Corporation shall pay such Expenses to the Executive (net of all Expenses, if any, previously advanced to the Executive pursuant to Section 2 of this Article VI), or to such other person or entity as the Executive may designate in writing to the Corporation, within ten days after the receipt of the Executive's written request therefor, without regard to the provisions of Section 3 of this Article VI. In the event the Corporation refuses to pay such requested Expenses, the Executive may petition a court to order the Corporation to make such payment pursuant to Section 4 of this Article VI.

c. Notwithstanding any other provision contained in this Article VI to the contrary, the Corporation shall not:

(1) Indemnify, contribute or advance Expenses to an Executive with respect to any Action initiated or brought voluntarily by the Executive and not by way of defense, except with respect to Actions:

(a) Brought to establish or enforce a right to indemnification, contribution and/or an advance of Expenses under Section 4 of this Article VI, under the Statute as it may then be in effect or under any other statute or law or otherwise as required;

(b) Initiated or brought voluntarily by an Executive to the extent such Executive is successful on the merits or otherwise in connection with such an Action in accordance with and pursuant to Section 1b of this Article VI; or

(c) As to which the Board determines it to be appropriate.

(2) Indemnify the Executive under this Article VI for any amounts paid in settlement of any Action effected without the Corporation's written consent.

The Corporation shall not settle in any manner which would impose any Liabilities or other type of limitation on the Executive without the Executive's written consent. Neither the Corporation nor the Executive shall unreasonably withhold their consent to any proposed settlement.

d. An Executive's conduct with respect to an employee benefit plan sponsored by or otherwise associated with the Corporation and/or an Affiliate for a purpose he or she reasonably believes to be in the interests of the participants in and beneficiaries of such plan is conduct that does not constitute a breach or failure to perform his or her duties to the Corporation or an Affiliate, as the case may be.

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Exhibit 3.1

2.    Advance for Expenses

a. The Corporation shall pay to an Executive, or to such other person or entity as the Executive may designate in writing to the Corporation, his or her reasonable Expenses incurred by or on behalf of such Executive in connection with any Action, claim, issue, or matter associated with any such Action, in advance of the final disposition or conclusion of any such Action (or claim, issue, or matter associated with any such Action), within ten days after the receipt of the Executive's written request therefor; provided, the following conditions are satisfied:

(1) The Executive has first requested an advance of such Expenses in writing (and delivered a copy of such request to the Corporation) from the insurance carrier(s), if any, to whom a claim has been reported under an applicable insurance policy purchased by the Corporation and each such insurance carrier, if any, has declined to make such an advance;

(2) The Executive furnishes to the Corporation an executed written certificate affirming his or her good faith belief that he or she has not engaged in misconduct which constitutes a Breach of Duty; and

(3) The Executive furnishes to the Corporation an executed written agreement to repay any advances made under this Section 2 if it is ultimately determined that he or she is not entitled to be indemnified by the Corporation for such Expenses pursuant to this Article VI.

b. If the Corporation makes an advance of Expenses to an Executive pursuant to this Section 2, the Corporation shall be subrogated to every right of recovery the Executive may have against any insurance carrier from whom the Corporation has purchased insurance for such purpose.

3.    Determination of Right to Indemnification

a. Except as otherwise set forth in this Section 3 or in Section 1c of this Article VI, any indemnification to be provided to an Executive by the Corporation under Section 1a of this Article VI upon the final disposition or conclusion of any Action, claim, issue, or matter associated with any such Action, unless otherwise ordered by a court, shall be paid by the Corporation to the Executive (net of all Expenses, if any, previously advanced to the Executive pursuant to Section 2 of this Article VI), or to such other person or entity as the Executive may designate in writing to the Corporation, within 60 days after the receipt of the Executive's written request therefor. Such request shall include an accounting of all amounts for which indemnification is being sought. No further corporate authorization for such payment shall be required other than this Section 3.

b. Notwithstanding the foregoing, the payment of such requested indemnifiable amounts pursuant to Section 1a of this Article VI may be denied by the Corporation if:

(1) The Board by a majority vote thereof determines that the Executive has engaged in misconduct which constitutes a Breach of Duty; or

(2) A majority of the directors of the Corporation are a party in interest to such Action.

c. In either event of nonpayment pursuant to Section 3b of this Article VI, the Board shall immediately authorize and direct, by resolution, that an independent determination be made as to whether the Executive has engaged in misconduct which constitutes a Breach of Duty and, therefore, whether indemnification of the Executive is proper pursuant to this Article VI.

d. Such independent determination shall be made, at the option of the Executive(s) seeking indemnification, by:

(1) A panel of three arbitrators (selected as set forth below in Section 3f of this Article VI from the panels of arbitrators of the American Arbitration Association) in Milwaukee, Wisconsin, in accordance with the Commercial Arbitration Rules then prevailing of the American Arbitration Association;

(2) An independent legal counsel mutually selected by the Executive(s) seeking indemnification and the Board by a majority vote of a quorum thereof consisting of directors who were not parties in interest to such Action (or, if such quorum is not obtainable, by the majority vote of the entire Board); or

(3) A court in accordance with Section 4 of this Article VI.

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Exhibit 3.1

e. In any such determination there shall exist a rebuttable presumption that the Executive has not engaged in misconduct which constitutes a Breach of Duty and is, therefore, entitled to indemnification hereunder. The burden of rebutting such presumption by clear and convincing evidence shall be on the Corporation.

f. If a panel of arbitrators is to be employed hereunder, one of such arbitrators shall be selected by the Board by a majority vote of a quorum thereof consisting of directors who were not parties in interest to such Action or, if such quorum is not obtainable, by an independent legal counsel chosen by the majority vote of the entire Board, the second by the Executive(s) seeking indemnification, and the third by the previous two arbitrators.

g. The Authority shall make its independent determination hereunder within 60 days of being selected and shall simultaneously submit a written opinion of its conclusions to both the Corporation and the Executive.

h. If the Authority determines that an Executive is entitled to be indemnified for any amounts pursuant to this Article VI, the Corporation shall pay such amounts to the Executive (net of all Expenses, if any, previously advanced to the Executive pursuant to Section 2 of this Article VI), including interest thereon as provided in Section 6c of this Article VI, or such other person or entity as the Executive may designate in writing to the Corporation, within ten days of receipt of such opinion.

i. Except with respect to any judicial determination pursuant to Section 4 of this Article VI, the Expenses associated with the indemnification process set forth in this Section 3 of this Article VI, including, without limitation, the Expenses of the Authority selected hereunder, shall be paid by the Corporation.

4.    Court-Ordered Indemnification and Advance for Expenses

a. An Executive may, either before or within two years after a determination, if any, has been made by the Authority, petition the court before which such Action was brought or any other court of competent jurisdiction to independently determine whether or not he or she has engaged in misconduct which constitutes a Breach of Duty and is, therefore, entitled to indemnification under the provisions of this Article VI. Such court shall thereupon have the exclusive authority to make such determination unless and until such court dismisses or otherwise terminates such proceeding without having made such determination. An Executive may petition a court under this Section 4 either to seek an initial determination by the court as authorized by Section 3d of this Article VI or to seek review by the court of a previous adverse determination by the Authority.

b. The court shall make its independent determination irrespective of any prior determination made by the Authority; provided, however, that there shall exist a rebuttable presumption that the Executive has not engaged in misconduct which constitutes a Breach of Duty and is, therefore, entitled to indemnification hereunder. The burden of rebutting such presumption by clear and convincing evidence shall be on the Corporation.

c. In the event the court determines that an Executive has engaged in misconduct which constitutes a Breach of Duty, it may nonetheless order indemnification to be paid by the Corporation if it determines that the Executive is fairly and reasonably entitled to indemnification in view of all of the circumstances of such Action.

d. In the event the Corporation does not:

(1) Advance Expenses to the Executive within ten days of such Executive's compliance with Section 2 of this Article VI; or

(2) Indemnify an Executive with respect to requested Expenses under Section 1b of this Article VI within ten days of such Executive's written request therefore, the Executive may petition the court before which such Action was brought, if any, or any other court of competent jurisdiction to order the Corporation to pay such reasonable Expenses immediately.

Such court, after giving any notice it considers necessary, shall order the Corporation to pay such Expenses if it determines that the Executive has complied with the applicable provisions of Section 2 of this Article VI or Section 1b of this Article VI, as the case may be.

e. If the court determines pursuant to this Section 4 of this Article VI that the Executive is entitled to be indemnified for any Liabilities and/or Expenses, or to the advance of Expenses, unless otherwise ordered by

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Exhibit 3.1

such court, the Corporation shall pay such Liabilities and/or Expenses to the Executive (net of all Expenses, if any, previously advanced to the Executive pursuant to Section 2 of this Article VI), including interest thereon as provided in Section 6c of this Article VI, or to such other person or entity as the Executive may designate in writing to the Corporation, within ten days of the rendering of such determination.

f. An Executive shall pay all Expenses incurred by such Executive in connection with the judicial determination provided in this Section 4 of this Article VI, unless it shall ultimately be determined by the court that he or she is entitled, in whole or in part, to be indemnified by, or to receive an advance from, the Corporation as authorized by this Article VI. All Expenses incurred by an Executive in connection with any subsequent appeal of the judicial determination provided for in this Section 4 of this Article VI shall be paid by the Executive regardless of the disposition of such appeal.

5.    Termination of an Action is Nonconclusive

The adverse termination of any Action against an Executive by judgment, order settlement, conviction, or upon a plea of no contest or its equivalent, shall not, of itself, create a presumption that the Executive has engaged in misconduct which constitutes a Breach of Duty.

6.    Partial Indemnification; Reasonableness; Interest

a. If it is determined by the Authority, or by a court, that an Executive is entitled to indemnification as to some claims, issues, or matters, but not as to other claims, issues, or matters, involved in any Action, the Authority, or the court, shall authorize the proration and payment by the Corporation of such Liabilities and/or reasonable Expenses with respect to which indemnification is sought by the Executive, among such claims, issues, or matters as the Authority, or the court, shall deem appropriate in light of all of the circumstances of such Action.

b. If it is determined by the Authority, or by a court, that certain Expenses incurred by or on behalf of an Executive are for whatever reason unreasonable in amount, the Authority, or the court, shall nonetheless authorize indemnification to be paid by the Corporation to the Executive for such Expenses as the Authority, or the court, shall deem reasonable in light of all of the circumstances of such Action.

c. Interest shall be paid by the Corporation to an Executive, to the extent deemed appropriate by the Authority, or by a court, at a reasonable interest rate, for amounts for which the Corporation indemnifies or advances to the Executive.

7.    Insurance; Subrogation

a. The Corporation may purchase and maintain insurance on behalf of any person who is or was an Executive of the Corporation, and/or is or was serving as an Executive of an Affiliate, against Liabilities and/or Expenses asserted against him or her and/or incurred by or on behalf of him or her in any such capacity, or arising out of his or her status as such an Executive, whether or not the Corporation would have the power to indemnify him or her against such Liabilities and/or Expenses under this Article VI or under the Statute as it may then be in effect. Except as expressly provided herein, the purchase and maintenance of such insurance shall not in any way limit or affect the rights and obligations of the Corporation and/or any Executive under this Article VI. Such insurance may, but need not, be for the benefit of all Executives of the Corporation and those serving as an Executive of an Affiliate.

b. If an Executive shall receive payment from any insurance carrier or from the plaintiff in any Action against such Executive in respect of indemnified amounts after payments on account of all or part of such indemnified amounts have been made by the Corporation pursuant to this Article VI, such Executive shall promptly reimburse the Corporation for the amount, if any, by which the sum of such payment by such insurance carrier or such plaintiff and payments by the Corporation to such Executive exceeds such indemnified amounts; provided, however, that such portions, if any, of such insurance proceeds that are required to be reimbursed to the insurance carrier under the terms of its insurance policy, such as deductible, retention, or co-insurance amounts, shall not be deemed to be payments to such Executive hereunder.

c. Upon payment of indemnified amounts under this Article VI, the Corporation shall be subrogated to such Executive's rights against any insurance carrier in respect of such indemnified amounts; and the Executive shall execute and deliver any and all instruments and/or documents and perform any and all other acts or deeds

19

Exhibit 3.1

which the Corporation shall deem necessary or advisable to secure such rights. The Executive shall do nothing to prejudice such rights of recovery or subrogation.

8.    Witness Expenses

The Corporation shall advance or reimburse any and all reasonable Expenses incurred by or on behalf of an Executive in connection with his or her appearance as a witness in any Action at a time when he or she has not been formally named a defendant or respondent to such an Action, within ten days after the receipt of an Executive's written request therefore.

9.    Contribution

a. Subject to the limitations of this Section 9, if the indemnity provided for in Section 1 of this Article VI is unavailable to an Executive for any reason whatsoever, the Corporation, in lieu of indemnifying the Executive, shall contribute to the amount incurred by or on behalf of the Executive, whether for Liabilities and/or for reasonable Expenses in connection with any Action in such proportion as deemed fair and reasonable by the Authority, or by a court, in light of all of the circumstances of any such Action, in order to reflect:

(1) The relative benefits received by the Corporation and the Executive as a result of the event(s) and/or transaction(s) giving cause to such Action; and/or

(2) The relative fault of the Corporation (and its other Executives, employees, and/or agents) and the Executive in connection with such event(s) and/or transaction(s).

b. The relative fault of the Corporation (and its other Executives, employees, and/or agents), on the one hand, and of the Executive, on the other hand, shall be determined by reference to, among other things, the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent the circumstances resulting in such Liabilities and/or Expenses. The Corporation agrees that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation or any other method of allocation which does not take account of the foregoing equitable considerations.

c. An Executive shall not be entitled to contribution from the Corporation under this Section 9 in the event it is determined by the Authority, or by a court, that the Executive has engaged in misconduct which constitutes a Breach of Duty.

d. The Corporation's payment of, and an Executive's right to, contribution under this Section 9 shall be made and determined in accordance with and pursuant to the provisions in Sections 3 and/or 4 of this Article VI relating to the Corporation's payment of, and the Executive's right to, indemnification under this Article VI.

10.    Indemnification of Employees

Unless otherwise specifically set forth in this Article VI, the Corporation shall indemnify and hold harmless any person who is or was a party, or is threatened to be made a party to any Action by reason of his or her status as, or the fact that he or she is or was an employee or authorized agent or representative of the Corporation and/or an Affiliate as to acts performed in the course and within the scope of such employee's, agent's, or representative's duties to the Corporation and/or an Affiliate, in accordance with and to the fullest extent permitted by the Statute as it may then be in effect.

11.    Severability

If any provision of this Article VI shall be deemed invalid or inoperative, or if a court of competent jurisdiction determines that any of the provisions of this Article VI contravene public policy, this Article VI shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such provisions which are invalid or inoperative or which contravene public policy shall be deemed, without further Action or deed by or on behalf of the Corporation, to be modified, amended, and/or limited, but only to the extent necessary to render the same valid and enforceable, and the Corporation shall indemnify an Executive as to Liabilities and reasonable Expenses with respect to any Action to the full extent permitted by any applicable provision of this Article VI that shall not have been invalidated and to the full extent otherwise permitted by the Statute as it may then be in effect.

20

Exhibit 3.1

12.    Nonexclusivity of Article VI

The right to indemnification, contribution, and advancement of Expenses provided to an Executive by this Article VI shall not be deemed exclusive of any other rights to indemnification, contribution, and/or advancement of Expenses which any Executive or other employee or agent of the Corporation and/or of an Affiliate may be entitled under any charter provision, written agreement, resolution, vote of shareholders, or disinterested directors of the Corporation or otherwise, including, without limitation, under the Statute as it may then be in effect, both as to acts in his or her official capacity as such Executive or other employee or agent of the Corporation and/or of an Affiliate or as to acts in any other capacity while holding such office or position, whether or not the Corporation would have the power to indemnify, contribute, and/or advance Expenses to the Executive under this Article VI or under the Statute; provided that it is not determined that the Executive or other employee or agent has engaged in misconduct which constitutes a Breach of Duty.

13.    Notice to the Corporation; Defense of Actions

a. An Executive shall promptly notify the Corporation in writing upon being served with or having actual knowledge of any citation, summons, complaint, indictment, or any other similar document relating to any Action which may result in a claim of indemnification, contribution, or advancement of Expenses hereunder, but the omission so to notify the Corporation will not relieve the Corporation from any liability which it may have to the Executive otherwise than under this Article VI unless the Corporation shall have been irreparably prejudiced by such omission.

b. With respect to any such Action as to which an Executive notifies the Corporation of the commencement thereof:

(1) The Corporation shall be entitled to participate therein at its own expense; and

(2) Except as otherwise provided below, to the extent that it may wish, the Corporation (or any other indemnifying party, including any insurance carrier, similarly notified by the Corporation or the Executive) shall be entitled to assume the defense thereof, with counsel selected by the Corporation (or such other indemnifying party) and reasonably satisfactory to the Executive.

c. After notice from the Corporation (or such other indemnifying party) to the Executive of its election to assume the defense of an Action, the Corporation shall not be liable to the Executive under this Article VI for any Expenses subsequently incurred by the Executive in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Executive shall have the right to employ his or her own counsel in such Action but the Expenses of such counsel incurred after notice from the Corporation (or such other indemnifying party) of its assumption of the defense thereof shall be at the expense of the Executive unless:

(1) The employment of counsel by the Executive has been authorized by the Corporation;

(2) The Executive shall have reasonably concluded that there may be a conflict of interest between the Corporation (or such other indemnifying party) and the Executive in the conduct of the defense of such Action; or

(3) The Corporation (or such other indemnifying party) shall not in fact have employed counsel to assume the defense of such Action, in each of which cases the Expenses of counsel shall be at the expense of the Corporation.

The Corporation shall not be entitled to assume the defense of any Derivative Action or any Action as to which the Executive shall have made the conclusion provided for in clause (2) above.

21

Exhibit 3.1

14.    Continuity of Rights and Obligations

The terms and provisions of this Article VI shall continue as to an Executive subsequent to the Termination Date and such terms and provisions shall inure to the benefit of the heirs, estate, executors, and administrators of such Executive and the successors and assigns of the Corporation, including, without limitation, any successor to the Corporation by way of merger, consolidation, and/or sale or disposition of all or substantially all of the assets or capital stock of the Corporation. Except as provided herein, all rights and obligations of the Corporation and the Executive hereunder shall continue in full force and effect despite the subsequent amendment or modification of the Corporation's Articles of Incorporation, as such are in effect on the date hereof, and such rights and obligations shall not be affected by any such amendment or modification, any resolution of directors or shareholders of the Corporation, or by any other corporate action which conflicts with or purports to amend, modify, limit, or eliminate any of the rights or obligations of the Corporation and/or of the Executive hereunder.

15.    Amendment

This Article VI may only be altered, amended, or repealed by the affirmative vote of a majority of the shareholders of the Corporation so entitled to vote; provided, however, that the Board may alter or amend this Article VI without such shareholder approval if any such alteration or amendment:

a. Is made in order to conform to any amendment or revision of the Wisconsin Business Corporation Law, including, without limitation, the Statute, which:

(1) Expands or permits the expansion of an Executive's right to indemnification thereunder;

(2) Limits or eliminates, or permits the limitation or elimination, of liability of the Executives; or

(3) Is otherwise beneficial to the Executives; or

b. in the sole judgment and discretion of the Board, does not materially adversely affect the rights and protections of the shareholders of the Corporation.

Any repeal, modification, or amendment of this Article VI shall not adversely affect any rights or protections of an Executive existing under this Article VI immediately prior to the time of such repeal, modification, or amendment and any such repeal, modification, or amendment shall have a prospective effect only.

16.    Certain Definitions

The following terms as used in this Article VI shall be defined as follows:

a. "Action(s)" shall include, without limitation, any threatened, pending, or completed action, claim, litigation, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, whether predicated on foreign, federal, state, or local law, whether brought under and/or predicated upon the Securities Act of 1933, as amended, and/or the Securities Exchange Act of 1934, as amended, and/or their respective state counterparts, and/or any rule or regulation promulgated thereunder, whether a Derivative Action, and whether formal or informal.

b. "Affiliate" shall include, without limitation, any corporation, partnership, joint venture, employee benefit plan, trust, or other similar enterprise that directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Corporation.

c. "Authority" shall mean the panel of arbitrators or independent legal counsel selected under Section 3 of this Article VI.

d. "Board" shall mean the Board of Directors of the Corporation.

e. "Breach of Duty" shall mean the Executive breached or failed to perform his or her duties to the Corporation or an Affiliate, as the case may be, and the Executive's breach of or failure to perform those duties constituted:

(1) A willful failure to deal fairly with the Corporation (or an Affiliate) or its shareholders in connection with a matter in which the Executive has a material conflict of interest;

22

Exhibit 3.1

(2) A violation of the criminal law, unless the Executive:

(a) Had reasonable cause to believe his or her conduct was lawful; or

(b) Had no reasonable cause to believe his or her conduct was unlawful;

(3) A transaction from which the Executive derived an improper personal profit (unless such profit is determined to be immaterial in light of all the circumstances of the Action); or

(4) Willful misconduct.

f. "Derivative Action" shall mean any Action brought by or in the right of the Corporation and/or an Affiliate.

g. "Executive(s)" shall mean any individual who is, was, or has agreed to become a director and/or officer of the Corporation and/or an Affiliate.

h. "Expenses" shall include, without limitation, all expenses, fees, costs, charges, attorneys' fees and disbursements, other out-of-pocket costs, reasonable compensation for time spent by the Executive in connection with the Action for which he or she is not otherwise compensated by the Corporation, any Affiliate, any third party or other entity, and any and all other direct and indirect costs of any type or nature whatsoever.

i. "Liabilities" shall include, without limitation, judgments, amounts incurred in settlement, fines, penalties, and, with respect to any employee benefit plan, any excise tax or penalty incurred in connection therewith, and any and all other liabilities of every type or nature whatsoever.

j. "Statute" shall mean Wisconsin Business Corporation Law Sections 180.0850-180.0859 (or any successor provisions).

k. "Termination Date" shall mean the date an Executive ceases, for whatever reason, to serve in an employment relationship with the Company and/or any Affiliate.

ARTICLE VII. SEAL

Board of Directors

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the words "WISCONSIN PUBLIC SERVICE CORPORATION, GREEN BAY, WIS., CORPORATE SEAL." The continued use for any purpose of any former corporate seal or facsimile thereof shall have the same effect as the use of the corporate seal or facsimile thereof in the form provided by the preceding sentence.

ARTICLE VIII. AMENDMENTS

1. The Board of Directors shall have authority to adopt, amend, or repeal the By‑laws of this Corporation upon affirmative vote of a majority of the total number of directors at a meeting of the Board, the notice of which shall have included notice of the proposed amendment; but the Board of Directors shall have no power to amend any By-law adopted or amended by the shareholders after May 23, 1972, or to reinstate any By-law repealed by the shareholders after May 23, 1972, unless the shareholders shall hereafter confer such authority upon the Board of Directors.

2. The shareholders shall have power to adopt, amend, or repeal any of the By‑laws of the Corporation, at any regular or special meeting of the shareholders, in accordance with the provisions of Article II of these By-laws. There shall be included in the notice of such regular or special meeting a statement of the nature of any amendment that is proposed for the consideration of the shareholders by the holders of at least 5% of the voting stock of the Corporation in a writing delivered to the Secretary of the Corporation not less than 90 days prior to the date of such meeting or by the Board of Directors.

23

EX-3.2

Exhibit 3.2

WISCONSIN PUBLIC SERVICE CORPORATION

BY-LAWS

As In Effect October 8, 2013

ARTICLE I. OFFICES

1. Principal Office

The principal office of the Corporation in the State of Wisconsin shall be in the City of Green Bay. The Corporation may also have offices at such other places, within and outside of the State of Wisconsin, as the Board of Directors may designate or as the business of the Corporation may require.

2. Registered Office

The Board of Directors shall designate the registered office of the Corporation and may change such registered office by resolution.

ARTICLE II. SHAREHOLDERS

1. Annual Meeting

The annual meeting of the shareholders ("Annual Meeting") shall be held each year at such time or on such day as may be designated by resolution of the Board of Directors. In fixing a meeting date for any Annual Meeting, the Board of Directors may consider such factors as it deems relevant within the good faith exercise of its business judgment.

2. Purposes of Annual Meeting

At each Annual Meeting, the shareholders shall elect the directors and transact such other business as may properly come before the Annual Meeting in accordance with Section 14 of Article II of these By‑laws. If the election of directors shall not be held on the date fixed as herein provided, for any Annual Meeting, or any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of shareholders (a "Special Meeting") as soon thereafter as is practicable.

3. Special Meetings

a. A Special Meeting may be called only by (i) the Board of Directors, (ii) the Chairman of the Board, (iii) the Chief Executive Officer, (iv) a President or (v) the Secretary and shall be called by the Corporation upon the demand, in accordance with this Section 3, of the holders of record of shares representing at least 10% of all the votes entitled to be cast on any issue proposed to be considered at the Special Meeting.

b. In order that the Corporation may determine the shareholders entitled to demand a Special Meeting, the Board of Directors may fix a record date to determine the shareholders entitled to make such a demand (the "Demand Record Date"). The Demand Record Date shall not precede the date upon which the resolution fixing the Demand Record Date is adopted by the Board of Directors and shall not be more than ten days after the date upon which the resolution fixing the Demand Record Date is adopted by the Board of Directors. Any shareholder of record seeking to have shareholders demand a Special Meeting shall, by sending written notice to the Secretary of the Corporation by hand or by certified or registered mail, return receipt requested, request the Board of Directors to fix a Demand Record Date. The Board of Directors shall promptly, but in all events within ten days after the date on which a valid request to fix a Demand Record Date is received, adopt a resolution fixing the Demand Record Date and shall make a public announcement of such Demand Record Date. If no Demand Record Date has been fixed by the Board of Directors within ten days after the date on which such request is received by the Secretary, the Demand Record Date shall be the 10th day after the first date on which a valid written request to set a Demand Record Date is received by the Secretary. To be valid, such written request shall set forth the purpose or purposes for which the Special Meeting is to be held, shall be signed by one or more shareholders of record (or their duly authorized proxies or other representatives), shall bear the date of signature of each such shareholder (or proxy or

1

Exhibit 3.2

other representative) and shall set forth all information about each such shareholder and about the beneficial owner or owners, if any, on whose behalf the request is made that would be required to be set forth in a shareholder's notice described in paragraph (a) (ii) of Section 14 of this Article II.

c. In order for a shareholder or shareholders to demand a Special Meeting, a written demand or demands for a Special Meeting by the holders of record as of the Demand Record Date of shares representing at least 10% of all the votes entitled to be cast on any issue proposed to be considered at the Special Meeting must be delivered to the Corporation. To be valid, each written demand by a shareholder for a Special Meeting shall set forth the specific purpose or purposes for which the Special Meeting is to be held (which purpose or purposes shall be limited to the purpose or purposes set forth in the written request to set a Demand Record Date received by the Corporation pursuant to paragraph (b) of this Section 3), shall be signed by one or more persons who as of the Demand Record Date are shareholders of record (or their duly authorized proxies or other representatives), shall bear the date of signature of each such shareholder (or proxy or other representative), and shall set forth the name and address, as they appear in the Corporation's books, of each shareholder signing such demand and the class and number of shares of the Corporation which are owned of record and beneficially by each such shareholder, shall be sent to the Secretary by hand or by certified or registered mail, return receipt requested, and shall be received by the Secretary within seventy days after the Demand Record Date.

d. The Corporation shall not be required to call a Special Meeting upon shareholder demand unless, in addition to the documents required by paragraph (c) of this Section 3, the Secretary receives a written agreement signed by each Soliciting Shareholder (as defined below), pursuant to which each Soliciting Shareholder, jointly and severally, agrees to pay the Corporation's costs of holding the Special Meeting, including the costs of preparing and mailing proxy materials for the Corporation's own solicitation, provided that if each of the resolutions introduced by any Soliciting Shareholder at such meeting is adopted, and each of the individuals nominated by or on behalf of any Soliciting Shareholder for election as a director at such meeting is elected, then the Soliciting Shareholders shall not be required to pay such costs. For purposes of this paragraph (d), the following terms shall have the meanings set forth below:

(i) "Affiliate" of any Person (as defined herein) shall mean any Person controlling, controlled by or under common control with such first Person.

(ii) "Participant" shall have the meaning assigned to such term in Rule 14a-11 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

(iii) "Person" shall mean any individual, firm, corporation, partnership, joint venture, association, trust, unincorporated organization or other entity.

(iv) "Proxy" shall have the meaning assigned to such term in Rule 14a‑1 promulgated under the Exchange Act.

(v) "Solicitation" shall have the meaning assigned to such term in Rule 14a‑11 promulgated under the Exchange Act.

(vi) "Soliciting Shareholder" shall mean, with respect to any Special Meeting demanded by a shareholder or shareholders, any of the following Persons:

(a) if the number of shareholders signing the demand or demands of meeting delivered to the Corporation pursuant to paragraph (c) of this Section 3 is ten or fewer, each shareholder signing any such demand;

(b) if the number of shareholders signing the demand or demands of meeting delivered to the Corporation pursuant to paragraph (c) of this Section 3 is more than ten, each Person who either (I) was a Participant in any Solicitation of such demand or demands or (II) at the time of the delivery to the Corporation of the documents described in paragraph (c) of this Section 3 had engaged or intends to engage in any Solicitation of Proxies for use at such Special Meeting (other than a Solicitation of Proxies on behalf of the Corporation); or

2

Exhibit 3.2

(c) any Affiliate of a Soliciting Shareholder, if a majority of the directors then in office determine, reasonably and in good faith, that such Affiliate should be required to sign the written notice described in paragraph (c) of this Section 3 and/or the written agreement described in this paragraph (d) in order to prevent the purposes of this Section 3 from being evaded.

e. Except as provided in the following sentence, any Special Meeting shall be held at such hour and day as may be designated by whichever of the Board of Directors, the Chairman of the Board, the Chief Executive Officer, a President or the Secretary shall have called such meeting. In the case of any Special Meeting called by the Chairman of the Board, the Chief Executive Officer, a President or the Secretary upon the demand of shareholders (a "Demand Special Meeting"), such meeting shall be held at such hour and day as may be designated by the Board of Directors; provided, however, that the date of any Demand Special Meeting shall be not more than seventy days after the Meeting Record Date (as defined in Section 6 of Article II of these By‑laws); and provided further that in the event that the directors then in office fail to designate an hour and date for a Demand Special Meeting within ten days after the date that valid written demands for such meeting by the holders of record as of the Demand Record Date of shares representing at least 10% of all the votes entitled to be cast on each issue proposed to be considered at the Special Meeting are delivered to the Corporation (the "Delivery Date"), then such meeting shall be held at 2:00 P.M. local time on the 100th day after the Delivery Date or, if such 100th day is not a Business Day (as defined below), on the first preceding Business Day. In fixing a meeting date for any Special Meeting, the Board of Directors, the Chairman of the Board, the Chief Executive Officer, a President or the Secretary may consider such factors as it or he deems relevant within the good faith exercise of its or his business judgment, including, without limitation, the nature of the action proposed to be taken, the facts and circumstances surrounding any demand for such meeting, and any plan of the Board of Directors to call an Annual Meeting or a Special Meeting for the conduct of related business.

f. The Corporation may engage regionally or nationally recognized independent inspectors of elections to act as an agent of the Corporation for the purpose of promptly performing a ministerial review of the validity of any purported written demand or demands for a Special Meeting received by the Secretary. For the purpose of permitting the inspectors to perform such review, no purported demand shall be deemed to have been delivered to the Corporation until the earlier of (i) five Business Days following receipt by the Secretary of such purported demand and (ii) such date as the independent inspectors certify to the Corporation that the valid demands received by the Secretary represent at least 10% of all the votes entitled to be cast on each issue proposed to be considered at the Special Meeting. Nothing contained in this paragraph (f) shall in any way be construed to suggest or imply that the Board of Directors or any shareholder shall not be entitled to contest the validity of any demand, whether during or after such five Business Day period, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto).

g. For purposes of these By‑laws, "Business Day" shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in the State of Wisconsin are authorized or obligated by law or executive order to close.

4. Place of Meeting

The Board of Directors, the Chairman of the Board, the Chief Executive Officer, a President or the Secretary may designate any place, either within or without the State of Wisconsin, as the place of meeting for any Annual Meeting or for any Special Meeting or for any postponement or adjournment thereof. If no designation is made, the place of meeting shall be the principal business office of the Corporation in the State of Wisconsin. Any meeting may be adjourned to reconvene at any place designated by vote of the Board of Directors or by the Chairman of the Board, the Chief Executive Officer, a President or the Secretary.

5. Notice of Meeting

Written or printed notice stating the date, time and place of any Annual Meeting or Special Meeting shall be delivered not less than ten days (unless a longer period is required by the Wisconsin Business Corporation Law or the Articles of Incorporation of the Corporation) nor more than 70 days before the date of such meeting either personally or by mail, by or at the direction of the Chairman of the Board, the Chief Executive Officer, a President or the Secretary, to each shareholder of record entitled to vote at such meeting and to such other shareholders as required by the Wisconsin Business Corporation Law. In the event of any Demand Special Meeting, such notice shall be sent not more than 45

3

Exhibit 3.2

days after the Delivery Date. If mailed, notice pursuant to this Section 5 shall be deemed to be effective when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock record books of the Corporation, with postage thereon prepaid. Unless otherwise required by the Wisconsin Business Corporation Law or the Articles of Incorporation of the Corporation, a notice of an Annual Meeting need not include a description of the purpose for which the meeting is called. In the case of any Special Meeting, (a) the notice of meeting shall describe any business that the Board of Directors shall have theretofore determined to bring before the meeting and (b) in the case of a Demand Special Meeting, the notice of meeting (i) shall describe any business set forth in the statement of purpose of the demands received by the Corporation in accordance with Section 3 of this Article II and (ii) shall contain all of the information required in the notice received by the Corporation in accordance with Section 14(b) of this Article II. If an Annual Meeting or Special Meeting is adjourned to a different date, time or place, the Corporation shall not be required to give notice of the new date, time or place if the new date, time or place is announced at the meeting before adjournment; provided, however, that if a new Meeting Record Date for an adjourned meeting is or must be fixed, the Corporation shall give notice of the adjourned meeting to persons who are shareholders as of the new Meeting Record Date.

6. Fixing of Record Date

The Board of Directors may fix in advance a date not less than 10 days and not more than 70 days prior to the date of any Annual Meeting or Special Meeting (other than a Demand Special Meeting) as the record date for the purpose of determining shareholders entitled to notice of, and to vote at, such meeting ("Meeting Record Date"). If a Meeting Record Date is not fixed by the Board of Directors or by the Wisconsin Business Corporation Law for any Annual Meeting or Special Meeting (other than a Demand Special Meeting), the Meeting Record Date shall be the close of business on the day before the first notice is given to Shareholders. In the case of any Demand Special Meeting, (i) the Meeting Record Date shall not be later than the 30^th day after the Delivery Date and (ii) if the Board of Directors fails to fix the Meeting Record Date within 30 days after the Delivery Date, then the close of business on such 30^th day shall be the Meeting Record Date. The shareholders of record on the Meeting Record Date shall be the shareholders entitled to notice of, and to vote at, the meeting. Except as provided by the Wisconsin Business Corporation Law for a court-ordered adjournment, a determination of shareholders entitled to notice of, and to vote at, any Annual Meeting or Special Meeting is effective for any adjournment of such meeting unless the Board of Directors fixes a new Meeting Record Date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. The Board of Directors may also fix in advance a date as the record date for the purpose of determining shareholders entitled to take any other action or determining shareholders for any other purpose. Such record date shall be not more than 70 days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. The record date for determining shareholders entitled to a distribution (other than a distribution involving a purchase, redemption or other acquisition of the Corporation's shares) or a share dividend is the date on which the Board of Directors authorizes the distribution or share dividend, as the case may be, unless the Board of Directors fixes a different record date.

7. Voting Records

After a Meeting Record Date has been fixed, the Corporation shall prepare a list of the names of all of the shareholders entitled to notice of the meeting. The list shall be arranged by class or series of shares, if any, and show the address of, and number of shares held by, each shareholder. Such list shall be available for inspection by any shareholder, beginning two business days after notice of the meeting is given for which the list was prepared and continuing to the date of the meeting, at the Corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder or his agent may, on written demand, inspect and, subject to the limitations imposed by the Wisconsin Business Corporation Law, copy the list, during regular business hours and at his or her expense, during the period that it is available for inspection pursuant to this Section 7. The Corporation shall make the shareholders' list available at the meeting and any shareholder or his or her agent or attorney may inspect the list at any time during the meeting or any adjournment thereof. Refusal or failure to prepare or make available the shareholders' list shall not affect the validity of any action taken at a meeting of shareholders.

8. Quorum and Voting Requirements; Postponements; Adjournments

a. Shares entitled to vote as a separate voting group may take action on a matter at any Annual Meeting or Special Meeting only if a quorum of those shares exists with respect to that matter. If the Corporation has only one class of stock outstanding, such class shall constitute a separate voting group for purposes of this Section 8. Except as otherwise provided in the Articles of Incorporation of this Corporation or the Wisconsin Business Corporation Law, a majority of the votes entitled to be cast on the matter shall constitute a quorum of the voting group for action on that matter. Once a share is represented for any purpose at any Annual

4

Exhibit 3.2

Meeting or Special Meeting, other than for the purpose of objecting to holding the meeting or transacting business at the meeting, it is considered present for purposes of determining whether a quorum exists for the remainder of the meeting and for any adjournment of that meeting, unless a new Meeting Record Date is or must be set for the adjourned meeting. If a quorum exists, except in the case of the election of directors, action on a matter shall be approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the Articles of Incorporation of the Corporation or the Wisconsin Business Corporation Law requires a greater number of affirmative votes. Unless otherwise provided in the Articles of Incorporation of the Corporation, each director shall be elected by a plurality of the votes cast by the shares entitled to vote in the election of directors at any Annual Meeting or Special Meeting at which a quorum is present.

b. The Board of Directors acting by resolution may postpone and reschedule any previously scheduled Annual Meeting or Special Meeting; provided, however, that a Demand Special Meeting shall not be postponed beyond the 100^th day following the Delivery Date. Any Annual Meeting or Special Meeting may be adjourned from time to time, whether or not there is a quorum, (i) at any time, upon a resolution of shareholders if the votes cast in favor of such resolution by the holders of shares of each voting group entitled to vote on any matter theretofore properly brought before the meeting exceed the number of votes cast against such resolution by the holders of shares of each such voting group or (ii) at any time prior to the transaction of any business at such meeting, by the Chairman of the Board, the Chief Executive Officer, a President or the Secretary or pursuant to a resolution of the Board of Directors. No notice of the time and place of adjourned meetings need be given except as required by the Wisconsin Business Corporation Law. At any adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

9. Conduct of Meetings

The Chairman of the Board, and in his or her absence, the Vice Chairman of the Board, and in his or her absence, the Chief Executive Officer, and in his or her absence, a President, and in their absence, a Vice President in the order provided under Section 5 of Article IV of these By‑laws, and in their absence, any person chosen by the shareholders present shall call any Annual Meeting or Special Meeting to order and shall act as chairman of such meeting, and the Secretary of the Corporation shall act as secretary of all Annual Meetings and Special Meetings, but in the absence of the Secretary, the presiding officer may appoint any other person to act as secretary of the meeting.

10. Proxies

At all meetings of shareholders, a shareholder entitled to vote may vote his or her or its shares in person or by proxy. A shareholder entitled to vote at a meeting of shareholders may authorize another person to act for the shareholder by appointing the person as proxy. Without limiting the manner in which a shareholder may appoint a proxy, a shareholder or the shareholder's authorized officer, director, employee, agent or attorney-in-fact may use any of the following as a valid means to make such an appointment:

a. Appointment of a proxy in writing by signing or causing the shareholder's signature to be affixed to an appointment form by any reasonable means, including, but not limited to, by facsimile signature.

b. Appointment of a proxy by transmitting or authorizing the transmission of an electronic transmission of the appointment to the person who will be appointed as proxy or to a proxy solicitation firm, proxy support service organization or like agent authorized to receive the transmission by the person who will be appointed as proxy. Every electronic transmission shall contain, or be accompanied by, information that can be used to reasonably determine that the shareholder transmitted or authorized the transmission of the electronic transmission. Any person charged with determining whether a shareholder transmitted or authorized the transmission of the electronic transmission shall specify the information upon which the determination is made.

An appointment of a proxy is effective when a signed appointment form or an electronic transmission of the appointment is received by the inspector of elections or the officer or agent of the Corporation authorized to tabulate votes. An appointment is valid for 11 months unless a different period is expressly provided in the appointment. Unless otherwise provided, a proxy may be revoked any time before it is voted, either by appointing a new proxy in accordance with the Wisconsin Business Corporation Law or by oral notice given by the shareholder to the presiding officer during the meeting. The presence of a shareholder who has made an effective proxy appointment shall not itself constitute a revocation.

5

Exhibit 3.2

The Board of Directors shall have the power and authority to make rules establishing presumptions as to the validity and sufficiency of proxies.

11. Voting of Shares

a. Each outstanding share shall be entitled to one vote upon each matter submitted to a vote at any Annual Meeting or Special Meeting, except to the extent that the voting rights of the shares of any class or classes are enlarged, limited or denied by the Wisconsin Business Corporation Law or the Articles of Incorporation of the Corporation.

b. Shares held by another corporation, if a sufficient number of shares entitled to elect a majority of the directors of such other corporation is held directly or indirectly by the Corporation, shall not be entitled to vote at any Annual Meeting or Special Meeting, but shares held in a fiduciary capacity may be voted.

12. Acceptance of Instruments Showing Shareholder Action

If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a shareholder, the Corporation, if acting in good faith, may accept the vote, consent, waiver or proxy appointment and give it effect as the act of a shareholder. If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the name of a shareholder, the Corporation, if acting in good faith, may accept the vote, consent, waiver or proxy appointment and give it effect as the act of the shareholder if any of the following apply:

a. The shareholder is an entity and the name signed purports to be that of an officer or agent of the entity.

b. The name purports to be that of a personal representative, administrator, executor, guardian or conservator representing the shareholder and, if the Corporation requests, evidence of fiduciary status acceptable to the Corporation is presented with respect to the vote, consent, waiver or proxy appointment.

c. The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the Corporation requests, evidence of this status acceptable to the Corporation is presented with respect to the vote, consent, waiver or proxy appointment.

d. The name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the Corporation requests, evidence acceptable to the Corporation of the signatory's authority to sign for the shareholder is presented with respect to the vote, consent, waiver or proxy appointment.

e. Two or more persons are the shareholder as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all co-owners.

The Corporation may reject a vote, consent, waiver or proxy appointment if the Secretary or other officer or agent of the Corporation who is authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the shareholder.

13. Waiver of Notice by Shareholders

A shareholder may waive any notice required by the Wisconsin Business Corporation Law, the Articles of Incorporation of the Corporation or these By‑laws before or after the date and time stated in the notice. The waiver shall be in writing and signed by the shareholder entitled to the notice, contain the same information that would have been required in the notice under applicable provisions of the Wisconsin Business Corporation Law (except that the time and place of meeting need not be stated) and be delivered to the Corporation for inclusion in the corporate records. A shareholder's attendance at any Annual Meeting or Special Meeting, in person or by proxy, waives objection to all of the following: (a) lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting or promptly upon arrival objects to holding the meeting or transacting business at the meeting; and (b) consideration of a particular matter at the meeting that is not within the purpose described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

14. Notice of Shareholder Business and Nomination of Directors

a. Annual Meetings.

6

Exhibit 3.2

(i) Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the shareholders may be made at an Annual Meeting (A) pursuant to the Corporation's notice of meeting, (B) by or at the direction of the Board of Directors or (C) by any shareholder of the Corporation who is a shareholder of record at the time of giving of notice provided for in this Section 14 and who is entitled to vote at the meeting and complies with the notice procedures set forth in this Section 14.

(ii) For nominations or other business to be properly brought before an Annual Meeting by a shareholder pursuant to clause (C) of paragraph (a)(i) of this Section 14, the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a shareholder's notice shall be received by the Secretary of the Corporation at the principal offices of the Corporation not less than 45 days nor (except for shareholder proposals included in a proxy statement for such Annual Meeting in accordance with the requirements of Rule 14a‑8 under the Exchange Act) more than 70 days prior to the first annual anniversary of the date set forth in the Corporation's proxy statement for the immediately preceding Annual Meeting as the date on which the Corporation first mailed definitive proxy materials for the immediately preceding Annual Meeting (the "Anniversary Date"); provided, however, that in the event that the date for which the Annual Meeting is called is advanced by more than 30 days or delayed by more than 30 days from the first annual anniversary of the immediately preceding Annual Meeting, notice by the shareholder to be timely must be so delivered not earlier than the close of business on the 100^th day prior to the date of such Annual Meeting and not later than (A) the 75^th day prior to the date of such Annual Meeting or (B) the 10^th day following the day on which public announcement of the date of such Annual Meeting is first made. In no event shall the announcement of an adjournment of an Annual Meeting commence a new time period for the giving of a shareholder notice as described above. Such shareholder's notice shall be signed by the shareholder of record who intends to make the nomination or introduce the other business (or his duly authorized proxy or other representative), shall bear the date of signature of such shareholder (or proxy or other representative) and shall set forth: (A) the name and address, as they appear on this Corporation's books, of such shareholder and the beneficial owner or owners, if any, on whose behalf the nomination or proposal is made; (B) the class and number of shares of the Corporation which are beneficially owned by such shareholder or beneficial owner or owners; (C) a representation that such shareholder is a holder of record of shares of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to make the nomination or introduce the other business specified in the notice; (D) in the case of any proposed nomination for election or re-election as a director, (I) the name and residence address of the person or persons to be nominated, (II) a description of all arrangements or understandings between such shareholder or beneficial owner or owners and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination is to be made by such shareholder, (III) such other information regarding each nominee proposed by such shareholder as would be required to be disclosed in solicitations of proxies for elections of directors, or would be otherwise required to be disclosed, in each case pursuant to Regulation 14A under the Exchange Act, including any information that would be required to be included in a proxy statement filed pursuant to Regulation 14A had the nominee been nominated by the Board of Directors and (IV) the written consent of each nominee to be named in a proxy statement and to serve as a director of the Corporation if so elected; and (E) in the case of any other business that such shareholder proposes to bring before the meeting, (I) a brief description of the business desired to be brought before the meeting and, if such business includes a proposal to amend these By‑laws, the language of the proposed amendment, (II) such shareholder's and beneficial owner's or owners' reasons for conducting such business at the meeting and (III) any material interest in such business of such shareholder and beneficial owner or owners.

(iii) Notwithstanding anything in the second sentence of paragraph (a)(ii) of this Section 14 to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Corporation is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Corporation at least 45 days prior to the Anniversary Date, a shareholder's notice required by this Section 14 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be received by the Secretary at the principal offices of the Corporation not later

7

Exhibit 3.2

than the close of business on the 10^th day following the day on which such public announcement is first made by the Corporation.

b. Special Meetings. Only such business shall be conducted at a Special Meeting as shall have been described in the notice of meeting sent to shareholders pursuant to Section 5 of Article II of these By-laws. Nominations of persons for election to the Board of Directors may be made at a Special Meeting at which directors are to be elected pursuant to such notice of meeting (i) by or at the direction of the Board of Directors or (ii) by any shareholder of the Corporation who (A) is a shareholder of record at the time of giving of such notice of meeting, (B) is entitled to vote at the meeting and (C) complies with the notice procedures set forth in this Section 14. Any shareholder desiring to nominate persons for election to the Board of Directors at such a Special Meeting shall cause a written notice to be received by the Secretary of the Corporation at the principal offices of the Corporation not earlier than ninety days prior to such Special Meeting and not later than the close of business on the later of (x) the 60th day prior to such Special Meeting and (y) the 10th day following the day on which public announcement is first made of the date of such Special Meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. Such written notice shall be signed by the shareholder of record who intends to make the nomination (or his duly authorized proxy or other representative), shall bear the date of signature of such shareholder (or proxy or other representative) and shall set forth: (A) the name and address, as they appear on the Corporation's books, of such shareholder and the beneficial owner or owners, if any, on whose behalf the nomination is made; (B) the class and number of shares of the Corporation which are beneficially owned by such shareholder or beneficial owner or owners; (C) a representation that such shareholder is a holder of record of shares of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to make the nomination specified in the notice; (D) the name and residence address of the person or persons to be nominated; (E) a description of all arrangements or understandings between such shareholder or beneficial owner or owners and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination is to be made by such shareholder; (F) such other information regarding each nominee proposed by such shareholder as would be required to be disclosed in solicitations of proxies for elections of directors, or would be otherwise required to be disclosed, in each case pursuant to Regulation 14A under the Exchange Act, including any information that would be required to be included in a proxy statement filed pursuant to Regulation 14A had the nominee been nominated by the Board of Directors; and (G) the written consent of each nominee to be named in a proxy statement and to serve as a director of the Corporation if so elected.

c. General.

(i) Only persons who are nominated in accordance with the procedures set forth in this Section 14 shall be eligible to serve as directors. Only such business shall be conducted at an Annual Meeting or Special Meeting as shall have been brought before such meeting in accordance with the procedures set forth in this Section 14. The chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in this Section 14 and, if any proposed nomination or business is not in compliance with this Section 14, to declare that such defective proposal shall be disregarded.

(ii) For purposes of this Section 14, "public announcement" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(iii) Notwithstanding the foregoing provisions of this Section 14, a shareholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 14. Nothing in this Section 14 shall be deemed to limit the Corporation's obligation to include shareholder proposals in its proxy statement if such inclusion is required by Rule 14a-8 under the Exchange Act.

ARTICLE III. BOARD OF DIRECTORS

1. General Powers

8

Exhibit 3.2

The business and affairs of the Corporation shall be managed by its Board of Directors. The Board shall determine the nature and character of the business to be conducted by the Corporation and the method of doing so; what employees, agents, and officers shall be employed and their compensation; and what purchases or contracts for purchase shall be made. The Board may delegate any of its aforesaid powers to committees or to officers, agents, or employees as it may from time to time determine.

2.    Number of Directors

The number of directors of the Corporation shall be seven (7).

3.    Term

At each annual meeting of shareholders, the directors shall be elected to hold office until the next annual meeting of shareholders, and until their successors are elected and qualify.

4.    Qualifications

No director elected to such office for the first time after January 1, 1972 shall be eligible for re-election after attaining the age of 70 years. Directors need not be shareholders of the Corporation or residents of the State of Wisconsin.

5.    Meetings

The Board of Directors shall hold its meetings at such place or places, within or without the State of Wisconsin, as the Board may from time to time determine.

a. A meeting of the Board of Directors, to be known as the annual meeting, may be held, without notice, immediately after and at the same place as the annual meeting of the shareholders at which such Board is elected, for the purpose of electing the officers of the Corporation and to transact such other business as may come before the Board. Such annual meeting may be held at a different place than the annual meeting of shareholders and/or on a date subsequent to the annual meeting of shareholders, if notice of such different place and/or date has been given to or waived by all the directors.

b. Regular meetings of the Board of Directors may be held without call and without notice, at such times and in such places as the Board may by resolution from time to time determine.

c. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board or the Chief Executive Officer and shall be called by the Secretary of the Corporation upon the written request of three or more directors.

6.    Notice; Waiver

Notice of each special meeting of the Board of Directors shall be given by written notice delivered or communicated in person, by telegraph, teletype, facsimile, or other form of wire or wireless communication, or by mail or private carrier, to each director at his business address or at such other address as such director shall have designated in writing filed with the Secretary, in each case not less than 48 hours prior to the meeting. The notice need not prescribe the purpose of the special meeting of the Board of Directors or the business to be transacted at such meeting. If mailed, such notice shall be deemed to be effective when deposited in the United States mail so addressed, with postage thereon prepaid. If notice is given by telegram, such notice shall be deemed to be effective when the telegram is delivered to the telegraph company. If notice is given by private carrier, such notice shall be deemed to be effective when delivered to the private carrier. Whenever any notice whatever is required to be given to any director of the Corporation under the Articles of Incorporation, these By-laws, or any provision of the Wisconsin Business Corporation Law, a waiver thereof in writing, signed at any time, whether before or after the date and time of meeting, by the director entitled to such notice shall be deemed equivalent to the giving of such notice. The Corporation shall retain any such waiver as part of the permanent corporate records. A director's attendance at or participation in a meeting waives any required notice to him or her of the meeting unless the director at the beginning of the meeting or promptly upon his or her arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

9

Exhibit 3.2

7.    Quorum

Except as otherwise provided by the Wisconsin Business Corporation Law, by the Articles of Incorporation, or these By-laws, a majority of the number of directors specified in Section 2 of Article III of these By-laws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Except as otherwise provided by the Wisconsin Business Corporation Law, by the Articles of Incorporation, or by these By-laws, a quorum of any committee of the Board of Directors created pursuant to Section 13 hereof shall consist of a majority of the number of directors appointed to serve on the committee. A majority of the directors present (though less than such quorum) may adjourn any meeting of the Board of Directors or any committee thereof, as the case may be, from time to time without further notice.

8.    Manner of Acting

The affirmative vote of a majority of the directors present at a meeting of the Board of Directors or a committee thereof at which a quorum is present shall be the act of the Board of Directors or such committee, as the case may be, unless the Wisconsin Business Corporation Law, the Articles of Incorporation, or these By-laws require the vote of a greater number of directors.

9.    Minutes of Meetings

Minutes of any regular or special meeting of the Board of Directors shall be prepared and distributed to each director.

10.    Vacancies

Vacancies occurring in the Board of Directors shall be filled in the manner provided in Article V of the Articles of Incorporation.

11.    Compensation

The Board of Directors, irrespective of any personal interest of any of its members, may establish reasonable compensation of all directors for services to the Corporation as directors, officers, or otherwise, or may delegate such authority to an appropriate committee. The Board of Directors also shall have authority to provide for or delegate authority to an appropriate committee to provide for reasonable pensions, disability, or death benefits, and other benefits or payments, to directors, officers, and employees, and to their estates, families, dependents, or beneficiaries on account of prior services rendered by such directors, officers, and employees to the Corporation.

12.    Presumption of Assent

A director who is present and is announced as present at a meeting of the Board of Directors or any committee thereof created in accordance with Section 13 of this Article III, when corporate action is taken, assents to the action taken unless any of the following occurs:

a. The director objects at the beginning of the meeting or promptly upon his or her arrival to holding the meeting or transacting business at the meeting.

b. The director's dissent or abstention from the action taken is entered in the minutes of the meeting.

c. The director delivers written notice that complies with the Wisconsin Business Corporation Law of his or her dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation immediately after adjournment of the meeting.

Such right of dissent or abstention shall not apply to a director who votes in favor of the action taken.

13.    Committees

The Board of Directors by resolution adopted by the affirmative vote of a majority of all of the directors then in office may create one or more committees, appoint members of the Board of Directors to serve on the committees, and designate other members of the Board of Directors to serve as alternates. Each committee shall have two or more members who shall, unless otherwise provided by the Board of Directors, serve at the pleasure of the Board of

10

Exhibit 3.2

Directors. A committee may be authorized to exercise the authority of the Board of Directors, except that a committee may not do any of the following:

a. Authorize distributions.

b. Approve or propose to shareholders action that the Wisconsin Business Corporation Law requires to be approved by shareholders.

c. Fill vacancies on the Board of Directors or, unless the Board of Directors provides by resolution that vacancies on a committee shall be filled by the affirmative vote of the remaining committee members, on any Board committee.

d. Amend the Corporation's Articles of Incorporation.

e. Adopt, amend, or repeal By-laws.

f. Approve a plan of merger not requiring shareholder approval.

g. Authorize or approve reacquisition of shares, except according to a formula or method prescribed by the Board of Directors.

h. Authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares, except that the Board of Directors may authorize a committee to do so within limits prescribed by the Board of Directors. Unless otherwise provided by the Board of Directors in creating the committee, a committee may employ counsel, accountants, and other consultants to assist it in the exercise of its authority.

14. Telephonic Meetings

Except as herein provided and notwithstanding any place set forth in the notice of the meeting or these By-laws, members of the Board of Directors (and any committees thereof created pursuant to Section 13 of this Article III) may participate in regular or special meetings by, or through the use of, any means of communication by which all participants may simultaneously hear each other, such as by conference telephone. If a meeting is conducted by such means, then at the commencement of such meeting the presiding officer shall inform the participating directors that a meeting is taking place at which official business may be transacted. Any participant in a meeting by such means shall be deemed present in person at such meeting. Notwithstanding the foregoing, no action may be taken at any meeting held by such means on any particular matter which the presiding officer determines, in his or her sole discretion, to be inappropriate under the circumstances for action at a meeting held by such means. Such determination shall be made and announced in advance of such meeting.

15.    Action without Meeting

Any action required or permitted by the Wisconsin Business Corporation Law to be taken at a meeting of the Board of Directors or a committee thereof created pursuant to Section 13 of this Article III may be taken without a meeting if the action is taken by all members of the Board or of the committee. The action shall be evidenced by one or more written consents describing the action taken, signed by each director or committee member and retained by the Corporation. Such action shall be effective when the last director or committee member signs the consent, unless the consent specifies a different effective date.

11

Exhibit 3.2

ARTICLE IV. OFFICERS

1. Principal Officers

The principal officers of the Corporation required by statute shall be one or more Presidents (as may be elected by the Board of Directors), such number of Vice Presidents as may be elected by the Board of Directors, a Secretary, and a Treasurer. The Board of Directors may elect from among the directors a Chairman of the Board of Directors and a Vice Chairman of the Board of Directors; may designate such Chairman, Vice Chairman, or any principal officer as the Chief Executive Officer; may designate the President or Presidents as a Chief Operating Officer; may elect such Assistant Secretaries and Assistant Treasurers and other officers as it shall deem necessary; and may prescribe by resolution their respective powers and duties.

2.    Chairman of the Board of Directors

If a Chairman of the Board of Directors shall be elected, he or she shall preside as Chairman of all meetings of the shareholders and of the Board of Directors. He or she shall have such other authority as the Board may from time to time prescribe. If there is no Chairman of the Board, or in the absence of the Chairman, the presiding officer at meetings of the shareholders, and of the Board of Directors shall be another officer in the following order of priority: Vice Chairman of the Board of Directors, Chief Executive Officer, Presidents, and Vice Presidents (subject, however, to Section 5 of this Article).

3.    Chief Executive Officer

The Chief Executive Officer shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general exercise active supervision over the business, property, and affairs of the Corporation.

a. The Chief Executive Officer shall have authority, subject to such rules as may be prescribed from time to time by the Board or its committees, to appoint agents or employees other than those elected by the Board, to prescribe their powers and duties, and to delegate such authority as he or she may see fit. Any agent or employee not elected by the Board shall hold office at the discretion of the Chief Executive Officer or other officer employing him.

b. The Chief Executive Officer is authorized to sign, execute, and acknowledge, on behalf of the Corporation, all deeds, mortgages, bonds, notes, debentures, contracts, leases, reports, and other documents and instruments, except where the signing and execution thereof by some other officer or agent shall be expressly authorized and directed by law or by the Board or by these By-laws. Unless otherwise provided by law or by the Board, the Chief Executive Officer may authorize any officer, employee, or agent to sign, execute, and acknowledge, on behalf of the Corporation, and in his place and stead, all such documents and instruments.

c. Unless otherwise ordered by the Board of Directors, the Chief Executive Officer, or a proxy appointed by him, shall have full power and authority, in the name of and on behalf of the Corporation, to attend, act, and vote at any meeting of the shareholders of any other corporation in which the Corporation may hold shares of stock. At any such meeting, he or she shall possess and may exercise any and all rights and powers incident to the ownership of shares of stock.

d. The Chief Executive Officer shall have such other powers and perform such other duties as are incident to the office of Chief Executive Officer and as may be prescribed by the Board.

4.    Presidents

The President or Presidents shall be the principal operating officer(s) of the Corporation, shall assist the Chief Executive Officer in exercising general supervision over the business and affairs of the Corporation, and shall perform such other duties and have such authority as from time to time may be delegated or assigned to him or her by the Chief Executive Officer or by the Board of Directors (including the power to sign, execute and acknowledge all documents and instruments referred to in Section 3 of this Article). In the event there be more than one President, each such President shall be assigned responsibility for a designated group, division or function of the Corporation’s business, an appropriate descriptive designation shall be added to his or her title and he or she shall have authority over that group,

12

Exhibit 3.2

division or function. During the absence or disability of the Chief Executive Officer, or while that office is vacant, the President or Presidents shall exercise all the powers and discharge all of the duties of the Chief Executive Officer.

5.    Vice Presidents

In the absence of any President or during his or her inability or refusal to act, his or her powers and duties shall temporarily devolve upon such Vice Presidents or other officers as shall be designated by the Board of Directors or, if not designated by the Board, by the Chief Executive Officer or other officer to whom such power may be delegated by the Board; provided, that no Vice President or other officer shall act as a member or chairman of any committee of the Board of Directors of which a President is a member or chairman, except at the direction of the Board.

a. Each Vice President shall have such powers and perform such other duties as may be assigned to him or her by the Board or the Chief Executive Officer, including the power to sign, execute, and acknowledge all documents and instruments referred to in Section 3 of this Article.

b. The Board may assign to any Vice President, general supervision and charge over any branch of the business and affairs of the Corporation, subject to such limitations as it may elect to impose.

c. The Board of Directors may, if it chooses, designate one or more of the Vice Presidents "Executive Vice President" with such powers and duties as the Board shall prescribe.

6.    Secretary

The Secretary shall attend, and keep the minutes of, meetings of the shareholders, the Board of Directors and, unless otherwise directed by any such committee, all committees, in books provided for that purpose; shall have custody of the corporate records and seal; shall see that notices are given and records and reports properly kept and filed as required by law or by these By-laws; and, in general, shall have such other powers and perform such other duties as are incident to the office of Secretary and as may be assigned to him or her by the Board of Directors or the Chief Executive Officer.

7.    Assistant Secretaries

In the absence of the Secretary, or during his or her inability or refusal to act, his or her powers and duties shall temporarily devolve upon such one of the Assistant Secretaries as the Chief Executive Officer or the Board of Directors may direct. The Assistant Secretaries shall have such other powers and perform such other duties as may be assigned to them by the Board, the Chief Executive Officer, or the Secretary.

8.    Treasurer

The Treasurer shall have charge and custody of the funds, securities, and other evidences of value of the Corporation, and shall keep and deposit them as required by the Board of Directors. He or she shall keep proper accounts of all receipts and disbursements and of the financial transactions of the Corporation. He or she shall render statements of such accounts and of money received and disbursed by him or her and of property and money belonging to the Corporation as required by the Board. The Treasurer shall have such other powers and perform such other duties as are incident to the office of Treasurer and as from time to time may be prescribed by the Board or the Chief Executive Officer.

9.    Assistant Treasurers

In the absence of the Treasurer, or during his or her inability or refusal to act, his or her powers and duties shall temporarily devolve upon such one of the Assistant Treasurers as the Chief Executive Officer or the Board of Directors may direct. The Assistant Treasurers shall have such other powers and perform such other duties as from time to time may be assigned to them, respectively, by the Board, the Chief Executive Officer, or the Treasurer.

10.    Other Assistants and Acting Officers

The Board of Directors shall have the power to appoint any person to act as assistant to any officer, or as agent for the Corporation in his or her stead, or to perform the duties of such officer whenever for any reason it is impracticable for such officer to act personally, and such assistant or acting officer or other agent so appointed by the Board of Directors or an authorized officer shall have the power to perform all the duties of the office to which he or she is so appointed to

13

Exhibit 3.2

be an assistant, or as to which he or she is so appointed to act, except as such power may be otherwise defined or restricted by the Board of Directors.

11.    Compensation

The salaries or other compensation of all officers elected as provided under Section 1 of this Article (other than assistant officers) shall be fixed from time to time by the Board of Directors. The salaries or other compensation of all other agents and employees of the Corporation shall be fixed from time to time by the Chief Executive Officer, but only within such limits as to amount, and in accordance with such other conditions as may be prescribed by or under the authority of the Board of Directors.

12.    Tenure

Each officer shall hold office until his or her successor shall have been duly elected and qualified, or until his or her death, resignation, disqualification, or removal. Any officer, agent, or employee may be removed, with or without cause, at any time by the Board of Directors notwithstanding the contract rights, if any, of the officer removed. The appointment of an officer does not of itself create contract rights.

13.    Resignation

An officer may resign at any time by delivering notice to the Corporation that complies with the Wisconsin Business Corporation Law. The resignation shall be effective when the notice is delivered, unless the notice specifies a later effective date, and the Corporation accepts the later effective date.

14.    Vacancies

Any vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term. If a resignation of an officer is effective at a later date as contemplated by Section 13 of this Article IV, the Board of Directors may fill the pending vacancy before the effective date if the Board provides that the successor may not take office until the effective date.

15.    Reassignment of Duties

In case of the absence or disability of any officer of the Corporation, or for any other reason deemed sufficient by the Board of Directors, the Board may reassign or delegate the powers and duties, or any of them, to any other officer, director, or person it may select.

ARTICLE V. CERTIFICATES FOR AND TRANSFER OF SHARES

1.    Form

Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. All certificates surrendered for the transfer shall be cancelled, and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except in case of a lost or destroyed certificate provided for in Section 4 of this Article V or a certificate for shares transferred in compliance with the escheat laws of any state.

14

Exhibit 3.2

2.    Signatures

Certificates representing shares of the Corporation shall be signed by the Chief Executive Officer, a President or a Vice President and by the Secretary or an Assistant Secretary; and may be sealed with the seal of the Corporation (which may be a facsimile) and countersigned and registered in such manner, if any, as the Board of Directors may prescribe. Whenever any certificate is manually signed on behalf of a transfer agent or a registrar, other than the Corporation itself or an employee of the Corporation, the signatures of the Chief Executive Officer, President, Vice President, Secretary, or Assistant Secretary, upon such certificate may be facsimiles. In case any officer who has signed, or whose facsimile signature has been placed upon such certificate, ceases to be such officer before such certificate is issued, it may be issued with the same effect as if he or she were such officer at the date of its issue.

3.    Restrictions on Transfer

The face or reverse side of each certificate representing shares shall bear a conspicuous notation of any restriction imposed by the Corporation upon the transfer of such shares.

4.    Lost, Destroyed, or Stolen Certificates

Where the owner claims that his certificate for shares has been lost, destroyed, or wrongfully taken, a new certificate shall be issued in place thereof if the owner:

a. So requests before the Corporation has notice that such shares have been acquired by a bona fide purchaser.

b. Files with the Corporation a sufficient indemnity bond.

c. Satisfies such other reasonable requirements as may be prescribed by or under the authority of the Board of Directors.

5.    Transfer of Shares

Prior to due presentment of a certificate for shares for registration of transfer, the Corporation may treat the registered owner of such shares as the person exclusively entitled to vote, to receive notifications, and otherwise to have and exercise all the rights and powers of an owner. Where a certificate for shares is presented to the Corporation with a request to register for transfer, the Corporation shall not be liable to the owner or any other person suffering loss as a result of such registration of transfer if:

a. There were on or with the certificate the necessary endorsements.

b. The Corporation had no duty to inquire into adverse claims or has discharged any such duty.

The Corporation may require reasonable assurance that said endorsements are genuine and effective and compliance with such other regulations as may be prescribed by or under the authority of the Board of Directors.

6.    Consideration for Shares

The Board of Directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the Corporation, including cash, promissory notes, services performed, contracts for services to be performed, or other securities of the Corporation. Before the Corporation issues shares, the Board of Directors shall determine that the consideration received or to be received for the shares to be issued is adequate. The determination of the Board of Directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid, and nonassessable. The Corporation may place in escrow shares issued in whole or in part for a contract for future services or benefits, a promissory note, or otherwise for property to be issued in the future, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the benefits or property are received, or the promissory note is paid. If the services are not performed, the benefits or property are not received or the promissory note is not paid, the Corporation may cancel, in whole or in part, the shares escrowed or restricted and the distributions credited.

15

Exhibit 3.2

7.    Other Rules

The Board of Directors shall have the power and authority to make all such further rules and regulations not inconsistent with the statutes of the State of Wisconsin as it may deem expedient concerning the issue, transfer, and registration of certificates representing shares of the Corporation, including the appointment and designation of Transfer Agents and Registrars.

ARTICLE VI. INDEMNIFICATION OF OFFICERS AND DIRECTORS

1.    Mandatory Indemnification

a. In all cases other than those set forth in Section 1b hereof, subject to the conditions and limitations set forth hereinafter in this Article VI, the Corporation shall indemnify and hold harmless any person who is or was a party, or is threatened to be made a party, to any Action (see Section 16 of this Article VI for definitions of capitalized terms used herein) by reason of his or her status as an Executive, and/or as to acts performed in the course of such Executive's duties to the Corporation and/or an Affiliate, against Liabilities and reasonable Expenses incurred by or on behalf of an Executive in connection with any Action, including, without limitation, in connection with the investigation, defense, settlement, or appeal of any Action; provided, pursuant to Section 3 of this Article VI, that it is not determined by the Authority or by a court, that the Executive engaged in misconduct which constitutes a Breach of Duty.

b. To the extent an Executive has been successful on the merits or otherwise in connection with any Action, including, without limitation, the settlement, dismissal, abandonment, or withdrawal of any such Action where the Executive does not pay, incur, or assume any material Liabilities, or in connection with any claim, issue or matter therein, he or she shall be indemnified by the Corporation against reasonable Expenses incurred by or on behalf of him or her in connection therewith. The Corporation shall pay such Expenses to the Executive (net of all Expenses, if any, previously advanced to the Executive pursuant to Section 2 of this Article VI), or to such other person or entity as the Executive may designate in writing to the Corporation, within ten days after the receipt of the Executive's written request therefor, without regard to the provisions of Section 3 of this Article VI. In the event the Corporation refuses to pay such requested Expenses, the Executive may petition a court to order the Corporation to make such payment pursuant to Section 4 of this Article VI.

c. Notwithstanding any other provision contained in this Article VI to the contrary, the Corporation shall not:

(1) Indemnify, contribute or advance Expenses to an Executive with respect to any Action initiated or brought voluntarily by the Executive and not by way of defense, except with respect to Actions:

(a) Brought to establish or enforce a right to indemnification, contribution and/or an advance of Expenses under Section 4 of this Article VI, under the Statute as it may then be in effect or under any other statute or law or otherwise as required;

(b) Initiated or brought voluntarily by an Executive to the extent such Executive is successful on the merits or otherwise in connection with such an Action in accordance with and pursuant to Section 1b of this Article VI; or

(c) As to which the Board determines it to be appropriate.

(2) Indemnify the Executive under this Article VI for any amounts paid in settlement of any Action effected without the Corporation's written consent.

The Corporation shall not settle in any manner which would impose any Liabilities or other type of limitation on the Executive without the Executive's written consent. Neither the Corporation nor the Executive shall unreasonably withhold their consent to any proposed settlement.

d. An Executive's conduct with respect to an employee benefit plan sponsored by or otherwise associated with the Corporation and/or an Affiliate for a purpose he or she reasonably believes to be in the interests of the participants in and beneficiaries of such plan is conduct that does not constitute a breach or failure to perform his or her duties to the Corporation or an Affiliate, as the case may be.

16

Exhibit 3.2

2.    Advance for Expenses

a. The Corporation shall pay to an Executive, or to such other person or entity as the Executive may designate in writing to the Corporation, his or her reasonable Expenses incurred by or on behalf of such Executive in connection with any Action, claim, issue, or matter associated with any such Action, in advance of the final disposition or conclusion of any such Action (or claim, issue, or matter associated with any such Action), within ten days after the receipt of the Executive's written request therefor; provided, the following conditions are satisfied:

(1) The Executive has first requested an advance of such Expenses in writing (and delivered a copy of such request to the Corporation) from the insurance carrier(s), if any, to whom a claim has been reported under an applicable insurance policy purchased by the Corporation and each such insurance carrier, if any, has declined to make such an advance;

(2) The Executive furnishes to the Corporation an executed written certificate affirming his or her good faith belief that he or she has not engaged in misconduct which constitutes a Breach of Duty; and

(3) The Executive furnishes to the Corporation an executed written agreement to repay any advances made under this Section 2 if it is ultimately determined that he or she is not entitled to be indemnified by the Corporation for such Expenses pursuant to this Article VI.

b. If the Corporation makes an advance of Expenses to an Executive pursuant to this Section 2, the Corporation shall be subrogated to every right of recovery the Executive may have against any insurance carrier from whom the Corporation has purchased insurance for such purpose.

3.    Determination of Right to Indemnification

a. Except as otherwise set forth in this Section 3 or in Section 1c of this Article VI, any indemnification to be provided to an Executive by the Corporation under Section 1a of this Article VI upon the final disposition or conclusion of any Action, claim, issue, or matter associated with any such Action, unless otherwise ordered by a court, shall be paid by the Corporation to the Executive (net of all Expenses, if any, previously advanced to the Executive pursuant to Section 2 of this Article VI), or to such other person or entity as the Executive may designate in writing to the Corporation, within 60 days after the receipt of the Executive's written request therefor. Such request shall include an accounting of all amounts for which indemnification is being sought. No further corporate authorization for such payment shall be required other than this Section 3.

b. Notwithstanding the foregoing, the payment of such requested indemnifiable amounts pursuant to Section 1a of this Article VI may be denied by the Corporation if:

(1) The Board by a majority vote thereof determines that the Executive has engaged in misconduct which constitutes a Breach of Duty; or

(2) A majority of the directors of the Corporation are a party in interest to such Action.

c. In either event of nonpayment pursuant to Section 3b of this Article VI, the Board shall immediately authorize and direct, by resolution, that an independent determination be made as to whether the Executive has engaged in misconduct which constitutes a Breach of Duty and, therefore, whether indemnification of the Executive is proper pursuant to this Article VI.

d. Such independent determination shall be made, at the option of the Executive(s) seeking indemnification, by:

(1) A panel of three arbitrators (selected as set forth below in Section 3f of this Article VI from the panels of arbitrators of the American Arbitration Association) in Milwaukee, Wisconsin, in accordance with the Commercial Arbitration Rules then prevailing of the American Arbitration Association;

(2) An independent legal counsel mutually selected by the Executive(s) seeking indemnification and the Board by a majority vote of a quorum thereof consisting of directors who were not parties in interest to such Action (or, if such quorum is not obtainable, by the majority vote of the entire Board); or

(3) A court in accordance with Section 4 of this Article VI.

17

Exhibit 3.2

e. In any such determination there shall exist a rebuttable presumption that the Executive has not engaged in misconduct which constitutes a Breach of Duty and is, therefore, entitled to indemnification hereunder. The burden of rebutting such presumption by clear and convincing evidence shall be on the Corporation.

f. If a panel of arbitrators is to be employed hereunder, one of such arbitrators shall be selected by the Board by a majority vote of a quorum thereof consisting of directors who were not parties in interest to such Action or, if such quorum is not obtainable, by an independent legal counsel chosen by the majority vote of the entire Board, the second by the Executive(s) seeking indemnification, and the third by the previous two arbitrators.

g. The Authority shall make its independent determination hereunder within 60 days of being selected and shall simultaneously submit a written opinion of its conclusions to both the Corporation and the Executive.

h. If the Authority determines that an Executive is entitled to be indemnified for any amounts pursuant to this Article VI, the Corporation shall pay such amounts to the Executive (net of all Expenses, if any, previously advanced to the Executive pursuant to Section 2 of this Article VI), including interest thereon as provided in Section 6c of this Article VI, or such other person or entity as the Executive may designate in writing to the Corporation, within ten days of receipt of such opinion.

i. Except with respect to any judicial determination pursuant to Section 4 of this Article VI, the Expenses associated with the indemnification process set forth in this Section 3 of this Article VI, including, without limitation, the Expenses of the Authority selected hereunder, shall be paid by the Corporation.

4.    Court-Ordered Indemnification and Advance for Expenses

a. An Executive may, either before or within two years after a determination, if any, has been made by the Authority, petition the court before which such Action was brought or any other court of competent jurisdiction to independently determine whether or not he or she has engaged in misconduct which constitutes a Breach of Duty and is, therefore, entitled to indemnification under the provisions of this Article VI. Such court shall thereupon have the exclusive authority to make such determination unless and until such court dismisses or otherwise terminates such proceeding without having made such determination. An Executive may petition a court under this Section 4 either to seek an initial determination by the court as authorized by Section 3d of this Article VI or to seek review by the court of a previous adverse determination by the Authority.

b. The court shall make its independent determination irrespective of any prior determination made by the Authority; provided, however, that there shall exist a rebuttable presumption that the Executive has not engaged in misconduct which constitutes a Breach of Duty and is, therefore, entitled to indemnification hereunder. The burden of rebutting such presumption by clear and convincing evidence shall be on the Corporation.

c. In the event the court determines that an Executive has engaged in misconduct which constitutes a Breach of Duty, it may nonetheless order indemnification to be paid by the Corporation if it determines that the Executive is fairly and reasonably entitled to indemnification in view of all of the circumstances of such Action.

d. In the event the Corporation does not:

(1) Advance Expenses to the Executive within ten days of such Executive's compliance with Section 2 of this Article VI; or

(2) Indemnify an Executive with respect to requested Expenses under Section 1b of this Article VI within ten days of such Executive's written request therefore, the Executive may petition the court before which such Action was brought, if any, or any other court of competent jurisdiction to order the Corporation to pay such reasonable Expenses immediately.

Such court, after giving any notice it considers necessary, shall order the Corporation to pay such Expenses if it determines that the Executive has complied with the applicable provisions of Section 2 of this Article VI or Section 1b of this Article VI, as the case may be.

e. If the court determines pursuant to this Section 4 of this Article VI that the Executive is entitled to be indemnified for any Liabilities and/or Expenses, or to the advance of Expenses, unless otherwise ordered by

18

Exhibit 3.2

such court, the Corporation shall pay such Liabilities and/or Expenses to the Executive (net of all Expenses, if any, previously advanced to the Executive pursuant to Section 2 of this Article VI), including interest thereon as provided in Section 6c of this Article VI, or to such other person or entity as the Executive may designate in writing to the Corporation, within ten days of the rendering of such determination.

f. An Executive shall pay all Expenses incurred by such Executive in connection with the judicial determination provided in this Section 4 of this Article VI, unless it shall ultimately be determined by the court that he or she is entitled, in whole or in part, to be indemnified by, or to receive an advance from, the Corporation as authorized by this Article VI. All Expenses incurred by an Executive in connection with any subsequent appeal of the judicial determination provided for in this Section 4 of this Article VI shall be paid by the Executive regardless of the disposition of such appeal.

5.    Termination of an Action is Nonconclusive

The adverse termination of any Action against an Executive by judgment, order settlement, conviction, or upon a plea of no contest or its equivalent, shall not, of itself, create a presumption that the Executive has engaged in misconduct which constitutes a Breach of Duty.

6.    Partial Indemnification; Reasonableness; Interest

a. If it is determined by the Authority, or by a court, that an Executive is entitled to indemnification as to some claims, issues, or matters, but not as to other claims, issues, or matters, involved in any Action, the Authority, or the court, shall authorize the proration and payment by the Corporation of such Liabilities and/or reasonable Expenses with respect to which indemnification is sought by the Executive, among such claims, issues, or matters as the Authority, or the court, shall deem appropriate in light of all of the circumstances of such Action.

b. If it is determined by the Authority, or by a court, that certain Expenses incurred by or on behalf of an Executive are for whatever reason unreasonable in amount, the Authority, or the court, shall nonetheless authorize indemnification to be paid by the Corporation to the Executive for such Expenses as the Authority, or the court, shall deem reasonable in light of all of the circumstances of such Action.

c. Interest shall be paid by the Corporation to an Executive, to the extent deemed appropriate by the Authority, or by a court, at a reasonable interest rate, for amounts for which the Corporation indemnifies or advances to the Executive.

7.    Insurance; Subrogation

a. The Corporation may purchase and maintain insurance on behalf of any person who is or was an Executive of the Corporation, and/or is or was serving as an Executive of an Affiliate, against Liabilities and/or Expenses asserted against him or her and/or incurred by or on behalf of him or her in any such capacity, or arising out of his or her status as such an Executive, whether or not the Corporation would have the power to indemnify him or her against such Liabilities and/or Expenses under this Article VI or under the Statute as it may then be in effect. Except as expressly provided herein, the purchase and maintenance of such insurance shall not in any way limit or affect the rights and obligations of the Corporation and/or any Executive under this Article VI. Such insurance may, but need not, be for the benefit of all Executives of the Corporation and those serving as an Executive of an Affiliate.

b. If an Executive shall receive payment from any insurance carrier or from the plaintiff in any Action against such Executive in respect of indemnified amounts after payments on account of all or part of such indemnified amounts have been made by the Corporation pursuant to this Article VI, such Executive shall promptly reimburse the Corporation for the amount, if any, by which the sum of such payment by such insurance carrier or such plaintiff and payments by the Corporation to such Executive exceeds such indemnified amounts; provided, however, that such portions, if any, of such insurance proceeds that are required to be reimbursed to the insurance carrier under the terms of its insurance policy, such as deductible, retention, or co-insurance amounts, shall not be deemed to be payments to such Executive hereunder.

c. Upon payment of indemnified amounts under this Article VI, the Corporation shall be subrogated to such Executive's rights against any insurance carrier in respect of such indemnified amounts; and the Executive shall execute and deliver any and all instruments and/or documents and perform any and all other acts or deeds

19

Exhibit 3.2

which the Corporation shall deem necessary or advisable to secure such rights. The Executive shall do nothing to prejudice such rights of recovery or subrogation.

8.    Witness Expenses

The Corporation shall advance or reimburse any and all reasonable Expenses incurred by or on behalf of an Executive in connection with his or her appearance as a witness in any Action at a time when he or she has not been formally named a defendant or respondent to such an Action, within ten days after the receipt of an Executive's written request therefore.

9.    Contribution

a. Subject to the limitations of this Section 9, if the indemnity provided for in Section 1 of this Article VI is unavailable to an Executive for any reason whatsoever, the Corporation, in lieu of indemnifying the Executive, shall contribute to the amount incurred by or on behalf of the Executive, whether for Liabilities and/or for reasonable Expenses in connection with any Action in such proportion as deemed fair and reasonable by the Authority, or by a court, in light of all of the circumstances of any such Action, in order to reflect:

(1) The relative benefits received by the Corporation and the Executive as a result of the event(s) and/or transaction(s) giving cause to such Action; and/or

(2) The relative fault of the Corporation (and its other Executives, employees, and/or agents) and the Executive in connection with such event(s) and/or transaction(s).

b. The relative fault of the Corporation (and its other Executives, employees, and/or agents), on the one hand, and of the Executive, on the other hand, shall be determined by reference to, among other things, the parties' relative intent, knowledge, access to information, and opportunity to correct or prevent the circumstances resulting in such Liabilities and/or Expenses. The Corporation agrees that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation or any other method of allocation which does not take account of the foregoing equitable considerations.

c. An Executive shall not be entitled to contribution from the Corporation under this Section 9 in the event it is determined by the Authority, or by a court, that the Executive has engaged in misconduct which constitutes a Breach of Duty.

d. The Corporation's payment of, and an Executive's right to, contribution under this Section 9 shall be made and determined in accordance with and pursuant to the provisions in Sections 3 and/or 4 of this Article VI relating to the Corporation's payment of, and the Executive's right to, indemnification under this Article VI.

10.    Indemnification of Employees

Unless otherwise specifically set forth in this Article VI, the Corporation shall indemnify and hold harmless any person who is or was a party, or is threatened to be made a party to any Action by reason of his or her status as, or the fact that he or she is or was an employee or authorized agent or representative of the Corporation and/or an Affiliate as to acts performed in the course and within the scope of such employee's, agent's, or representative's duties to the Corporation and/or an Affiliate, in accordance with and to the fullest extent permitted by the Statute as it may then be in effect.

11.    Severability

If any provision of this Article VI shall be deemed invalid or inoperative, or if a court of competent jurisdiction determines that any of the provisions of this Article VI contravene public policy, this Article VI shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such provisions which are invalid or inoperative or which contravene public policy shall be deemed, without further Action or deed by or on behalf of the Corporation, to be modified, amended, and/or limited, but only to the extent necessary to render the same valid and enforceable, and the Corporation shall indemnify an Executive as to Liabilities and reasonable Expenses with respect to any Action to the full extent permitted by any applicable provision of this Article VI that shall not have been invalidated and to the full extent otherwise permitted by the Statute as it may then be in effect.

20

Exhibit 3.2

12.    Nonexclusivity of Article VI

The right to indemnification, contribution, and advancement of Expenses provided to an Executive by this Article VI shall not be deemed exclusive of any other rights to indemnification, contribution, and/or advancement of Expenses which any Executive or other employee or agent of the Corporation and/or of an Affiliate may be entitled under any charter provision, written agreement, resolution, vote of shareholders, or disinterested directors of the Corporation or otherwise, including, without limitation, under the Statute as it may then be in effect, both as to acts in his or her official capacity as such Executive or other employee or agent of the Corporation and/or of an Affiliate or as to acts in any other capacity while holding such office or position, whether or not the Corporation would have the power to indemnify, contribute, and/or advance Expenses to the Executive under this Article VI or under the Statute; provided that it is not determined that the Executive or other employee or agent has engaged in misconduct which constitutes a Breach of Duty.

13.    Notice to the Corporation; Defense of Actions

a. An Executive shall promptly notify the Corporation in writing upon being served with or having actual knowledge of any citation, summons, complaint, indictment, or any other similar document relating to any Action which may result in a claim of indemnification, contribution, or advancement of Expenses hereunder, but the omission so to notify the Corporation will not relieve the Corporation from any liability which it may have to the Executive otherwise than under this Article VI unless the Corporation shall have been irreparably prejudiced by such omission.

b. With respect to any such Action as to which an Executive notifies the Corporation of the commencement thereof:

(1) The Corporation shall be entitled to participate therein at its own expense; and

(2) Except as otherwise provided below, to the extent that it may wish, the Corporation (or any other indemnifying party, including any insurance carrier, similarly notified by the Corporation or the Executive) shall be entitled to assume the defense thereof, with counsel selected by the Corporation (or such other indemnifying party) and reasonably satisfactory to the Executive.

c. After notice from the Corporation (or such other indemnifying party) to the Executive of its election to assume the defense of an Action, the Corporation shall not be liable to the Executive under this Article VI for any Expenses subsequently incurred by the Executive in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Executive shall have the right to employ his or her own counsel in such Action but the Expenses of such counsel incurred after notice from the Corporation (or such other indemnifying party) of its assumption of the defense thereof shall be at the expense of the Executive unless:

(1) The employment of counsel by the Executive has been authorized by the Corporation;

(2) The Executive shall have reasonably concluded that there may be a conflict of interest between the Corporation (or such other indemnifying party) and the Executive in the conduct of the defense of such Action; or

(3) The Corporation (or such other indemnifying party) shall not in fact have employed counsel to assume the defense of such Action, in each of which cases the Expenses of counsel shall be at the expense of the Corporation.

The Corporation shall not be entitled to assume the defense of any Derivative Action or any Action as to which the Executive shall have made the conclusion provided for in clause (2) above.

21

Exhibit 3.2

14.    Continuity of Rights and Obligations

The terms and provisions of this Article VI shall continue as to an Executive subsequent to the Termination Date and such terms and provisions shall inure to the benefit of the heirs, estate, executors, and administrators of such Executive and the successors and assigns of the Corporation, including, without limitation, any successor to the Corporation by way of merger, consolidation, and/or sale or disposition of all or substantially all of the assets or capital stock of the Corporation. Except as provided herein, all rights and obligations of the Corporation and the Executive hereunder shall continue in full force and effect despite the subsequent amendment or modification of the Corporation's Articles of Incorporation, as such are in effect on the date hereof, and such rights and obligations shall not be affected by any such amendment or modification, any resolution of directors or shareholders of the Corporation, or by any other corporate action which conflicts with or purports to amend, modify, limit, or eliminate any of the rights or obligations of the Corporation and/or of the Executive hereunder.

15.    Amendment

This Article VI may only be altered, amended, or repealed by the affirmative vote of a majority of the shareholders of the Corporation so entitled to vote; provided, however, that the Board may alter or amend this Article VI without such shareholder approval if any such alteration or amendment:

a. Is made in order to conform to any amendment or revision of the Wisconsin Business Corporation Law, including, without limitation, the Statute, which:

(1) Expands or permits the expansion of an Executive's right to indemnification thereunder;

(2) Limits or eliminates, or permits the limitation or elimination, of liability of the Executives; or

(3) Is otherwise beneficial to the Executives; or

b. in the sole judgment and discretion of the Board, does not materially adversely affect the rights and protections of the shareholders of the Corporation.

Any repeal, modification, or amendment of this Article VI shall not adversely affect any rights or protections of an Executive existing under this Article VI immediately prior to the time of such repeal, modification, or amendment and any such repeal, modification, or amendment shall have a prospective effect only.

16.    Certain Definitions

The following terms as used in this Article VI shall be defined as follows:

a. "Action(s)" shall include, without limitation, any threatened, pending, or completed action, claim, litigation, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, whether predicated on foreign, federal, state, or local law, whether brought under and/or predicated upon the Securities Act of 1933, as amended, and/or the Securities Exchange Act of 1934, as amended, and/or their respective state counterparts, and/or any rule or regulation promulgated thereunder, whether a Derivative Action, and whether formal or informal.

b. "Affiliate" shall include, without limitation, any corporation, partnership, joint venture, employee benefit plan, trust, or other similar enterprise that directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Corporation.

c. "Authority" shall mean the panel of arbitrators or independent legal counsel selected under Section 3 of this Article VI.

d. "Board" shall mean the Board of Directors of the Corporation.

e. "Breach of Duty" shall mean the Executive breached or failed to perform his or her duties to the Corporation or an Affiliate, as the case may be, and the Executive's breach of or failure to perform those duties constituted:

(1) A willful failure to deal fairly with the Corporation (or an Affiliate) or its shareholders in connection with a matter in which the Executive has a material conflict of interest;

22

Exhibit 3.2

(2) A violation of the criminal law, unless the Executive:

(a) Had reasonable cause to believe his or her conduct was lawful; or

(b) Had no reasonable cause to believe his or her conduct was unlawful;

(3) A transaction from which the Executive derived an improper personal profit (unless such profit is determined to be immaterial in light of all the circumstances of the Action); or

(4) Willful misconduct.

f. "Derivative Action" shall mean any Action brought by or in the right of the Corporation and/or an Affiliate.

g. "Executive(s)" shall mean any individual who is, was, or has agreed to become a director and/or officer of the Corporation and/or an Affiliate.

h. "Expenses" shall include, without limitation, all expenses, fees, costs, charges, attorneys' fees and disbursements, other out-of-pocket costs, reasonable compensation for time spent by the Executive in connection with the Action for which he or she is not otherwise compensated by the Corporation, any Affiliate, any third party or other entity, and any and all other direct and indirect costs of any type or nature whatsoever.

i. "Liabilities" shall include, without limitation, judgments, amounts incurred in settlement, fines, penalties, and, with respect to any employee benefit plan, any excise tax or penalty incurred in connection therewith, and any and all other liabilities of every type or nature whatsoever.

j. "Statute" shall mean Wisconsin Business Corporation Law Sections 180.0850-180.0859 (or any successor provisions).

k. "Termination Date" shall mean the date an Executive ceases, for whatever reason, to serve in an employment relationship with the Company and/or any Affiliate.

ARTICLE VII. SEAL

Board of Directors

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the words "WISCONSIN PUBLIC SERVICE CORPORATION, GREEN BAY, WIS., CORPORATE SEAL." The continued use for any purpose of any former corporate seal or facsimile thereof shall have the same effect as the use of the corporate seal or facsimile thereof in the form provided by the preceding sentence.

ARTICLE VIII. AMENDMENTS

1. The Board of Directors shall have authority to adopt, amend, or repeal the By‑laws of this Corporation upon affirmative vote of a majority of the total number of directors at a meeting of the Board, the notice of which shall have included notice of the proposed amendment; but the Board of Directors shall have no power to amend any By-law adopted or amended by the shareholders after May 23, 1972, or to reinstate any By-law repealed by the shareholders after May 23, 1972, unless the shareholders shall hereafter confer such authority upon the Board of Directors.

2. The shareholders shall have power to adopt, amend, or repeal any of the By‑laws of the Corporation, at any regular or special meeting of the shareholders, in accordance with the provisions of Article II of these By-laws. There shall be included in the notice of such regular or special meeting a statement of the nature of any amendment that is proposed for the consideration of the shareholders by the holders of at least 5% of the voting stock of the Corporation in a writing delivered to the Secretary of the Corporation not less than 90 days prior to the date of such meeting or by the Board of Directors.

23

EX-12

													Exhibit 12
WISCONSIN PUBLIC SERVICE CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDEND REQUIREMENTS
	Nine Months Ended			For the Years Ended December 31
(Millions, except ratio)	September 30, 2013			2012			2011			2010			2009			2008
EARNINGS
Net income from continuing operations	$	109.8		$	134.8		$	125.9		$	135.0		$	120.4		$	132.3
Provision for income taxes	64.7			62.6			73.2			78.0			68.0			73.1
Income from continuing operations before income taxes	$	174.5		$	197.4		$	199.1		$	213.0		$	188.4		$	205.4
Less: Undistributed earnings of less than 50% owned affiliates	(1.5		)	(1.9		)	(1.8		)	(1.7		)	(1.8		)	(2.2		)
Adjusted income from continuing operations before income taxes	$	173.0		$	195.5		$	197.3		$	211.3		$	186.6		$	203.2
Total fixed charges as defined	35.5			44.8			51.3			56.9			58.5			48.1
Total earnings as defined	$	208.5		$	240.3		$	248.6		$	268.2		$	245.1		$	251.3
FIXED CHARGES
Interest expense	$	31.9		$	42.5		$	49.5		$	54.4		$	54.0		$	44.0
Allowance for funds used during construction	2.5			0.9			0.2			0.3			2.0			1.8
Interest factor applicable to rentals	1.1			1.4			1.6			2.2			2.5			2.3
Total fixed charges as defined	$	35.5		$	44.8		$	51.3		$	56.9		$	58.5		$	48.1
Preferred stock dividend requirements *	3.7			4.5			5.2			5.2			4.9			4.8
Total fixed charges and preferred stock dividend requirements	$	39.2		$	49.3		$	56.5		$	62.1		$	63.4		$	52.9
RATIO OF EARNINGS TO FIXED CHARGES	5.9			5.4			4.8			4.7			4.2			5.2
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDEND REQUIREMENTS	5.3			4.9			4.4			4.3			3.9			4.7

* Represents our preferred stock dividend requirements computed by dividing the preferred stock dividend requirement by 100% minus the income tax rate.

EX-31.1

Exhibit 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

I, Lawrence T. Borgard, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Wisconsin Public Service Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	November 7, 2013	/s/ Lawrence T. Borgard
		Lawrence T. Borgard
		Chairman and Chief Executive Officer

EX-31.2

Exhibit 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

I, James F. Schott, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Wisconsin Public Service Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	November 7, 2013	/s/ James F. Schott
		James F. Schott
		Vice President and Chief Financial Officer

EX-32

Exhibit 32

Written Statement of the Chief Executive Officer and Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350

Solely for the purposes of complying with 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, we, the undersigned Chief Executive Officer and Chief Financial Officer of Wisconsin Public Service Corporation (the “Company”), hereby certify, based on our knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2013 (the “Report”) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Lawrence T. Borgard

Lawrence T. Borgard

Chairman and Chief Executive Officer

/s/ James F. Schott

James F. Schott

Vice President and Chief Financial Officer

Date:  November 7, 2013

This certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by Wisconsin Public Service Corporation for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided to Wisconsin Public Service Corporation and will be retained by Wisconsin Public Service Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

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EMPLOYEE BENEFIT PLANS

9 Months Ended

Sep. 30, 2013

Compensation and Retirement Disclosure [Abstract]

EMPLOYEE BENEFIT PLANS

EMPLOYEE BENEFIT PLANS

The following table shows the components of net periodic benefit cost (including amounts capitalized to our balance sheets) for our benefit plans:

	Pension Benefits												Other Postretirement Benefits
	Three Months Ended September 30						Nine Months Ended September 30						Three Months Ended September 30						Nine Months Ended September 30
(Millions)	2013			2012			2013			2012			2013			2012			2013			2012
Service cost	$	2.7		$	3.2		$	8.1		$	9.6		$	2.6		$	2.1		$	7.9		$	6.4
Interest cost	7.6			8.5			22.9			25.5			3.4			3.8			10.1			11.3
Expected return on plan assets	(14.3		)	(13.8		)	(42.9		)	(41.5		)	(3.7		)	(3.6		)	(11.1		)	(10.9		)
Amortization of transition obligation	—			—			—			—			—			0.1			—			0.2
Amortization of prior service cost (credit)	0.9			1.1			2.7			3.4			(0.6		)	(0.8		)	(1.6		)	(2.3		)
Amortization of net actuarial loss	6.0			3.7			18.0			11.1			1.9			1.4			5.6			4.2
Net periodic benefit cost	$	2.9		$	2.7		$	8.8		$	8.1		$	3.6		$	3.0		$	10.9		$	8.9

Transition obligations, prior service costs (credits), and net actuarial losses that have not yet been recognized as a component of net periodic benefit cost are recorded as net regulatory assets.

We make contributions to our plans in accordance with legal and tax requirements. These contributions do not necessarily occur evenly throughout the year. During the nine months ended September 30, 2013, we contributed $38.0 million to our pension plans and $0.1 million to our other postretirement benefit plans. We expect to contribute an additional $0.8 million to our pension plans and $15.6 million to our other postretirement benefit plans during the remainder of 2013, dependent upon various factors affecting us, including our liquidity position and tax law changes.

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EMPLOYEE BENEFIT PLANS (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Pension Benefits
Components of net periodic benefit cost (including amounts capitalized to the balance sheets)
Service cost	$ 2.7	$ 3.2	$ 8.1	$ 9.6
Interest cost	7.6	8.5	22.9	25.5
Expected return on plan assets	(14.3)	(13.8)	(42.9)	(41.5)
Amortization of transition obligation	0	0	0	0
Amortization of prior service cost (credit)	0.9	1.1	2.7	3.4
Amortization of net actuarial loss	6.0	3.7	18.0	11.1
Net periodic benefit cost	2.9	2.7	8.8	8.1
Contribution to the plans			38.0
Additional contributions to plans during the remainder of fiscal year	0.8		0.8
Other Postretirement Benefits
Components of net periodic benefit cost (including amounts capitalized to the balance sheets)
Service cost	2.6	2.1	7.9	6.4
Interest cost	3.4	3.8	10.1	11.3
Expected return on plan assets	(3.7)	(3.6)	(11.1)	(10.9)
Amortization of transition obligation	0	0.1	0	0.2
Amortization of prior service cost (credit)	(0.6)	(0.8)	(1.6)	(2.3)
Amortization of net actuarial loss	1.9	1.4	5.6	4.2
Net periodic benefit cost	3.6	3.0	10.9	8.9
Contribution to the plans			0.1
Additional contributions to plans during the remainder of fiscal year	$ 15.6		$ 15.6

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CONDENSED CONSOLIDATED BALANCE SHEETS CONDENSED CONSOLIDATED BALANCE SHEET (PARENTHETICAL) (USD $) In Millions, except Share data, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Statement of Financial Position [Abstract]
Accounts receivable and accrued unbilled revenues, reserves (in dollars)	$ 3.2	$ 2.5
Property, plant, and equipment, accumulated depreciation (in dollars)	$ 1,477.5	$ 1,336.0
Preferred stock, par value (in dollars per share)	$ 100
Preferred stock, shares authorized	1,000,000
Preferred stock, shares issued	511,882
Preferred stock, shares outstanding	511,882
Common stock, par value (in dollars per share)	$ 4
Common stock, shares authorized	32,000,000
Common stock, shares, issued	23,896,962
Common stock, shares outstanding	23,896,962

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RISK MANAGEMENT ACTIVITIES

9 Months Ended

Sep. 30, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities Disclosure [Text Block]

RISK MANAGEMENT ACTIVITIES

We use derivative instruments to manage commodity costs. None of these derivatives are designated as hedges for accounting purposes. The derivatives include physical commodity contracts and NYMEX futures and options used by both the electric and natural gas utility segments to manage the risks associated with the market price volatility of natural gas costs and the costs of gasoline and diesel fuel used by our utility vehicles. The electric utility segment also uses financial transmission rights (FTRs) to manage electric transmission congestion costs and NYMEX oil futures and options to reduce price risk related to coal transportation.

The tables below show our assets and liabilities from risk management activities:

		September 30, 2013
(Millions)	Balance Sheet Presentation *	Assets		Liabilities
Natural gas contracts	Other Current	$	0.3	$	0.2
FTRs	Other Current	2.2		0.4
Petroleum product contracts	Other Current	—		0.1
Coal contracts	Other Current	—		2.6
Coal contracts	Other Long-term	1.5		0.1
	Other Current	2.5		3.3
	Other Long-term	1.5		0.1
Total		$	4.0	$	3.4

*   We classify assets and liabilities from risk management activities as current or long-term based upon the maturities of the underlying contracts.

		December 31, 2012
(Millions)	Balance Sheet Presentation *	Assets		Liabilities
Natural gas contracts	Other Current	$	0.1	$	0.6
FTRs	Other Current	1.2		0.1
Petroleum product contracts	Other Current	0.1		—
Coal contracts	Other Current	0.3		4.7
Coal contracts	Other Long-term	2.2		4.3
	Other Current	1.7		5.4
	Other Long-term	2.2		4.3
Total		$	3.9	$	9.7

*   We classify assets and liabilities from risk management activities as current or long-term based upon the maturities of the underlying contracts.

The following tables show the potential effect on our financial position of netting arrangements for recognized derivative assets and liabilities:

	September 30, 2013
(Millions)	Gross Amount		Potential Effects of Netting, Including Cash Collateral		Net Amount
Derivative assets subject to master netting or similar arrangements	$	2.5	$	0.6	$	1.9
Derivative assets not subject to master netting or similar arrangements	1.5				1.5
Total risk management assets	$	4.0			$	3.4
Derivative liabilities subject to master netting or similar arrangements	$	0.7	$	0.6	$	0.1
Derivative liabilities not subject to master netting or similar arrangements	2.7				2.7
Total risk management liabilities	$	3.4			$	2.8

	December 31, 2012
(Millions)	Gross Amount		Potential Effects of Netting, Including Cash Collateral		Net Amount
Derivative assets subject to master netting or similar arrangements	$	1.4	$	0.2	$	1.2
Derivative assets not subject to master netting or similar arrangements	2.5				2.5
Total risk management assets	$	3.9			$	3.7
Derivative liabilities subject to master netting or similar arrangements	$	0.7	$	0.7	$	—
Derivative liabilities not subject to master netting or similar arrangements	9.0				9.0
Total risk management liabilities	$	9.7			$	9.0

Our master netting and similar arrangements have conditional rights of setoff that can be enforced under a variety of situations, including counterparty default or credit rating downgrade below investment grade. We have trade receivables and trade payables, subject to master netting or similar arrangements, that are not included in the above table. These amounts may offset (or conditionally offset) the net amounts presented in the above table.

Financial collateral received or provided is restricted to the extent that it is required per the terms of the related agreements. The following table shows our cash collateral positions:

(Millions)	September 30, 2013		December 31, 2012
Cash collateral provided to others related to contracts under master netting or similar arrangements *	$	3.5	$	4.3

*   Reflected in other current assets on the balance sheets.

The following table shows the unrealized gains (losses) recorded related to derivative contracts:

		Three Months Ended September 30						Nine Months Ended September 30
(Millions)	Financial Statement Presentation	2013			2012			2013			2012
Natural gas	Balance Sheet — Regulatory assets (current)	$	(0.2	)	$	0.3		$	0.3		$	2.8
Natural gas	Balance Sheet — Regulatory liabilities (current)	—			0.3			(0.1		)	0.6
Natural gas	Balance Sheet — Regulatory liabilities (long-term)	—			0.1			—			0.1
Natural gas	Income Statement — Cost of fuel, natural gas, and purchased power	—			0.1			—			0.2
FTRs	Balance Sheet — Regulatory assets (current)	0.8			—			—			(0.6		)
FTRs	Balance Sheet — Regulatory liabilities (current)	—			—			(0.3		)	0.3
Petroleum	Balance Sheet — Regulatory assets (current)	0.1			0.2			—			0.1
Petroleum	Balance Sheet — Regulatory liabilities (current)	—			0.1			—			0.1
Petroleum	Income Statement — Operating and maintenance expense	(0.1		)	—			(0.1		)	—
Coal	Balance Sheet — Regulatory assets (current)	(0.6		)	0.7			2.1			(2.5		)
Coal	Balance Sheet — Regulatory assets (long-term)	0.2			(0.1		)	4.2			0.1
Coal	Balance Sheet — Regulatory liabilities (current)	—			—			(0.3		)	—
Coal	Balance Sheet — Regulatory liabilities (long-term)	1.5			—			(0.7		)	—

We had the following notional volumes of outstanding derivative contracts:

	September 30, 2013			December 31, 2012
Commodity	Purchases	Sales	Other  Transactions	Purchases	Other Transactions
Natural gas (millions of therms)	200.2	—	N/A	86.1	N/A
FTRs (millions of kilowatt-hours)	N/A	N/A	5,524.8	N/A	3,838.2
Petroleum products (barrels)	36,803.0	9,000.0	N/A	33,002.0	N/A
Coal contract (millions of tons)	5.1	N/A	N/A	5.1	N/A

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SEGMENTS OF BUSINESS

9 Months Ended

Sep. 30, 2013

Segment Reporting [Abstract]

SEGMENTS OF BUSINESS

SEGMENTS OF BUSINESS

At September 30, 2013, we reported three segments. We manage our reportable segments separately due to their different operating and regulatory environments. Our principal business segments are the regulated electric utility operations and the regulated natural gas utility operations. The other segment includes nonutility activities, as well as equity earnings from our investments in WRPC and WPS Investments, LLC, which holds an interest in ATC.

The table below presents information related to our reportable segments:

	Regulated Utilities
(Millions)	Electric Utility			Natural Gas Utility			Total Utility			Other		Reconciling Eliminations			WPS Consolidated
Three Months Ended September 30, 2013
External revenues	$	331.7		$	40.2		$	371.9		$	—	$	—		$	371.9
Intersegment revenues	—			4.1			4.1			0.5		(4.6		)	—
Depreciation and amortization expense	23.6			3.9			27.5			0.2		(0.1		)	27.6
Miscellaneous income	2.8			—			2.8			3.2		—			6.0
Interest expense	7.9			2.1			10.0			0.7		—			10.7
Provision (benefit) for income taxes	23.8			(2.0		)	21.8			1.0		—			22.8
Preferred stock dividend requirements	(0.6		)	(0.1		)	(0.7		)	—		—			(0.7		)
Net income (loss) attributed to common shareholder	38.3			(3.0		)	35.3			1.7		—			37.0
	Regulated Utilities
(Millions)	Electric Utility			Natural Gas Utility			Total Utility			Other		Reconciling Eliminations			WPS Consolidated
Three Months Ended September 30, 2012
External revenues	$	343.1		$	35.0		$	378.1		$	—	$	—		$	378.1
Intersegment revenues	—			4.4			4.4			0.3		(4.7		)	—
Depreciation and amortization expense	20.3			3.8			24.1			0.1		(0.1		)	24.1
Miscellaneous income	0.8			0.1			0.9			2.9		—			3.8
Interest expense	8.0			2.0			10.0			0.5		—			10.5
Provision (benefit) for income taxes	17.3			(3.8		)	13.5			0.9		—			14.4
Preferred stock dividend requirements	(0.6		)	(0.1		)	(0.7		)	—		—			(0.7		)
Net income (loss) attributed to common shareholder	43.9			(2.7		)	41.2			1.3		—			42.5
	Regulated Utilities
(Millions)	Electric Utility			Natural Gas Utility			Total Utility			Other		Reconciling Eliminations			WPS Consolidated
Nine Months Ended September 30, 2013
External revenues	$	946.0		$	227.1		$	1,173.1		$	—	$	—		$	1,173.1
Intersegment revenues	—			8.3			8.3			1.1		(9.4		)	—
Depreciation and amortization expense	66.9			11.8			78.7			0.5		(0.4		)	78.8
Miscellaneous income	6.5			0.1			6.6			10.3		—			16.9
Interest expense	23.8			6.4			30.2			1.7		—			31.9
Provision for income taxes	52.9			8.9			61.8			2.9		—			64.7
Preferred stock dividend requirements	(1.9		)	(0.4		)	(2.3		)	—		—			(2.3		)
Net income attributed to common shareholder	87.1			14.4			101.5			6.0		—			107.5
	Regulated Utilities
(Millions)	Electric Utility			Natural Gas Utility			Total Utility			Other		Reconciling Eliminations			WPS Consolidated
Nine Months Ended September 30, 2012
External revenues	$	922.6		$	197.2		$	1,119.8		$	—	$	—		$	1,119.8
Intersegment revenues	—			7.5			7.5			1.0		(8.5		)	—
Depreciation and amortization expense	60.5			11.4			71.9			0.5		(0.4		)	72.0
Miscellaneous income	1.4			0.1			1.5			9.9		—			11.4
Interest expense	24.4			5.9			30.3			1.6		—			31.9
Provision for income taxes	38.8			6.9			45.7			2.4		—			48.1
Preferred stock dividend requirements	(1.9		)	(0.4		)	(2.3		)	—		—			(2.3		)
Net income attributed to common shareholder	86.5			14.6			101.1			6.1		—			107.2

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STOCK-BASED COMPENSATION (Details 3) (USD $) In Millions, except Share data, unless otherwise specified	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Performance Stock Rights | Maximum
Assumptions used in the valuation of the outstanding grants
Period of historical volatility used to estimate expected volatility	3 years
Risk-free interest rate maximum (as a percent)	1.27%
Expected dividend yield (as a percent)	5.34%
Expected volatility maximum (as a percent)	36.00%
Performance Stock Rights | Minimum
Assumptions used in the valuation of the outstanding grants
Period of historical volatility used to estimate expected volatility	2 years
Risk-free interest rate minimum (as a percent)	0.26%
Expected dividend yield (as a percent)	5.18%
Expected volatility minimum (as a percent)	19.00%
Performance Stock Rights Accounted for as Equity Awards
Performance Stock Rights and Restricted Share Units Activity
Outstanding at the beginning of the period (in shares)	4,908
Granted (in shares)	1,374
Award modifications (in shares)	2,601
Distributed (in shares)	(4,318)
Adjustment for final payout (in shares)	996
Outstanding at the end of the period (in shares)	5,561
Weighted-Average Fair Value
Outstanding at the beginning of the period (in dollars per share)	$ 66.95
Granted (in dollars per share)	$ 48.50	$ 52.70
Award modifications (in dollars per share)	$ 39.80
Distributed (in dollars per share)	$ 74.53
Adjustment for final payout (in dollars per share)	$ 74.53
Outstanding at the end of the period (in dollars per share)	$ 45.16
Additional Disclosures
Period prior to the end of the performance period during which employees cannot change their election to defer the value of award into deferred compensation plan	6 months
Performance Stock Rights Accounted for as Liability Awards
Performance Stock Rights and Restricted Share Units Activity
Outstanding at the beginning of the period (in shares)	6,774
Granted (in shares)	5,489
Award modifications (in shares)	(2,601)
Distributed (in shares)	(573)
Adjustment for final payout (in shares)	133
Outstanding at the end of the period (in shares)	9,222
Weighted-Average Fair Value
Outstanding at the end of the period, fair value as of the reporting date (in dollars per shares)	$ 48.91
Additional Disclosures
Period prior to the end of the performance period during which employees cannot change their election to defer the value of award into deferred compensation plan	6 months
Restricted share units
Performance Stock Rights and Restricted Share Units Activity
Outstanding at the beginning of the period (in shares)	67,954
Granted (in shares)	23,055
Dividend equivalents (in shares)	2,304
Vested and released (in shares)	(28,079)
Outstanding at the end of the period (in shares)	65,234
Weighted-Average Fair Value
Outstanding at the beginning of the period (in dollars per share)	$ 48.26
Granted (in dollars per share)	$ 56.05	$ 53.24
Dividend equivalents (in dollars per shares)	$ 52.02
Vested and released (in dollars per shares)	$ 46.20
Outstanding at the end of the period (in dollars per share)	$ 52.04
Intrinsic Value
Total intrinsic value of awards vested and released	$ 1.6	$ 1.5
Additional Disclosures
Compensation cost not yet recognized	$ 1.4
Weighted-average period over which compensation cost is to be recognized	2 years 4 months

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STOCK-BASED COMPENSATION

9 Months Ended

Sep. 30, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

Our employees may be granted awards under Integrys Energy Group’s stock-based compensation plans. Compensation cost associated with these awards is allocated to us based on the percentages used for allocation of the award recipients’ labor costs.

The following table reflects the stock-based compensation expense and the related deferred tax benefit recognized in income for the three and nine months ended September 30:

	Three Months Ended September 30				Nine Months Ended September 30
(Millions)	2013		2012		2013		2012
Stock options	$	0.2	$	0.2	$	0.5	$	0.4
Performance stock rights	0.4		0.1		1.7		1.8
Restricted share units	0.8		0.8		2.6		2.7
Total stock-based compensation expense	$	1.4	$	1.1	$	4.8	$	4.9
Deferred income tax benefit	$	0.6	$	0.4	$	1.9	$	2.0

No stock-based compensation cost was capitalized during the three and nine months ended September 30, 2013, and 2012.

Stock Options

The fair value of stock option awards granted is estimated using a binomial lattice model. The expected term of option awards is derived from the output of the binomial lattice model and represents the period of time that options are expected to be outstanding. The risk-free interest rate is based on the United States Treasury yield curve. The expected dividend yield incorporates the current and historical dividend rate of Integrys Energy Group. The expected stock price volatility is estimated using its 10-year historical volatility. The following table shows the weighted-average fair value per stock option granted during the nine months ended September 30, 2013, along with the assumptions incorporated into the valuation model:

	February 2013 Grant
Weighted-average fair value per option	$6.03
Expected term	5 years
Risk-free interest rate	0.18% – 2.11%
Expected dividend yield	5.33%
Expected volatility	24%

A summary of stock option activity for the nine months ended September 30, 2013, and information related to outstanding and exercisable stock options at September 30, 2013, is presented below:

	Stock Options		Weighted-Average  Exercise Price Per  Share		Weighted-Average  Remaining Contractual Life (in Years)	Aggregate  Intrinsic Value (Millions)
Outstanding at December 31, 2012	66,852		$	49.95
Granted	19,364		56.00
Exercised	(33,473	)	49.28
Outstanding at September 30, 2013	52,743		$	52.60	7.2	$	0.2
Exercisable at September 30, 2013	15,291		$	51.49	4.0	$	0.1

The aggregate intrinsic value for outstanding and exercisable options in the above table represents the total pre-tax intrinsic value that would have been received by the option holders had they all exercised their options on September 30, 2013. This is calculated as the difference between Integrys Energy Group’s closing stock price on September 30, 2013, and the option exercise price, multiplied by the number of in-the-money stock options. The intrinsic value of options exercised during the nine months ended September 30, 2013, and 2012, was not significant.

As of September 30, 2013, future compensation cost expected to be recognized for unvested and outstanding stock options was not significant.

Performance Stock Rights

The fair values of performance stock rights are estimated using a Monte Carlo valuation model. The risk-free interest rate is based on the United States Treasury yield curve. The expected dividend yield incorporates the current and historical dividend rate of Integrys Energy Group. The expected volatility is estimated using two to three years of historical data. The table below reflects the assumptions used in the valuation of the outstanding grants at September 30:

	2013
Risk-free interest rate	0.26% – 1.27%
Expected dividend yield	5.18% – 5.34%
Expected volatility	19% – 36%

A summary of the activity for the nine months ended September 30, 2013, related to performance stock rights accounted for as equity awards is presented below:

	Performance Stock Rights		Weighted-Average Fair Value (2)
Outstanding at December 31, 2012	4,908		$	66.95
Granted	1,374		48.50
Award modifications (1)	2,601		39.80
Distributed	(4,318	)	74.53
Adjustment for final payout	996		74.53
Outstanding at September 30, 2013	5,561		$	45.16

⁽¹⁾Six months prior to the end of the performance period, employees can no longer change their election to defer the value of their performance stock rights into the deferred compensation plan. As a result, any awards not elected for deferral at this point in the performance period will be settled in Integrys Energy Group's common stock. This changes the classification of these awards from a liability award to an equity award. The change in classification is accounted for as an award modification.

⁽²⁾  Reflects the weighted-average fair value used to measure equity awards. Equity awards are measured using the grant date fair value or the fair value on the modification date.

The weighted-average grant date fair value of performance stock rights awarded during the nine months ended September 30, 2013, and 2012, was $48.50 and $52.70 per performance stock right, respectively.

A summary of the activity for the nine months ended September 30, 2013, related to performance stock rights accounted for as liability awards is presented below:

	Performance Stock Rights
Outstanding at December 31, 2012	6,774
Granted	5,489
Award modifications *	(2,601	)
Distributed	(573	)
Adjustment for final payout	133
Outstanding at September 30, 2013	9,222

* Six months prior to the end of the performance period, employees can no longer change their election to defer the value of their performance stock rights into the deferred compensation plan. As a result, any awards not elected for deferral at this point in the performance period will be settled in Integrys Energy Group's common stock. This changes the classification of these awards from a liability award to an equity award. The change in classification is accounted for as an award modification.

The weighted-average fair value of all outstanding performance stock rights accounted for as liability awards as of September 30, 2013, was $48.91 per performance stock right.

As of September 30, 2013, future compensation cost expected to be recognized for unvested and outstanding performance stock rights (equity and liability awards) was not significant.

The total intrinsic value of performance stock rights distributed during the nine months ended September 30, 2013, and 2012, was not significant.

Restricted Share Units

A summary of the activity related to all restricted share unit awards (equity and liability awards) for the nine months ended September 30, 2013, is presented below:

	Restricted Share Unit Awards		Weighted-Average Grant Date Fair Value
Outstanding at December 31, 2012	67,954		$	48.26
Granted	23,055		56.05
Dividend equivalents	2,304		52.02
Vested and released	(28,079	)	46.20
Outstanding at September 30, 2013	65,234		$	52.04

As of September 30, 2013, $1.4 million of compensation cost related to these awards was expected to be recognized over a weighted-average period of 2.3 years.

The total intrinsic value of restricted share unit awards vested and released during the nine months ended September 30, 2013, and 2012, was $1.6 million and $1.5 million, respectively. The actual tax benefit realized for the tax deductions from the vesting and release of restricted share units during the nine months ended September 30, 2013, and 2012, was not significant.

The weighted-average grant date fair value of restricted share units awarded during the nine months ended September 30, 2013, and 2012, was $56.05 and $53.24 per unit, respectively.

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SHORT-TERM DEBT AND LINES OF CREDIT (Details 2) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Short-term borrowings
Total short-term credit capacity	$ 450.0	$ 250.0
Short-term borrowings outstanding	314.4	95.4
Available capacity under existing agreements	135.6	154.6
Revolving credit facility maturing on May 17, 2014
Short-term borrowings
Total short-term credit capacity	135.0	135.0
Revolving credit facility maturing on June 13, 2017
Short-term borrowings
Total short-term credit capacity	115.0	115.0
Term credit facility maturing on December 31, 2013
Short-term borrowings
Total short-term credit capacity	200.0	0
Loan under term credit facility
Short-term borrowings
Short-term borrowings outstanding	200.0	0
Commercial paper
Short-term borrowings
Short-term borrowings outstanding	$ 114.4	$ 95.4

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COMMON EQUITY (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Dividend Payment Restrictions
Total restricted net assets	$ 1,313.2
Equity in undistributed earnings of 50% or less owned investees accounted under equity method investments	28.9
Capital Transactions with Parent
Common stock dividends paid	81.5	79.1
Capital returned	35.0	50.0
Maximum
Dividend Payment Restrictions
Debt to capitalization ratio required to be maintained (as a percent)	65.00%
Equity method investment, ownership interest (as a percent)	50.00%
Maximum | Public Service Commission of Wisconsin (PSCW)
Dividend Payment Restrictions
Percentage of previous period's dividend as restriction on current period dividends	103.00%
Minimum | Public Service Commission of Wisconsin (PSCW)
Dividend Payment Restrictions
Common equity ratio required to be maintained (as a percent)	51.00%
Integrys Energy Group
Capital Transactions with Parent
Receipt of capital contribution	200.0
Common stock dividends paid	81.5
Capital returned	$ 35.0
Integrys Energy Group | Minimum
Dividend Payment Restrictions
Percentage of common stockholders equity to total capitalization for dividend payment restrictions	25.00%

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MISCELLANEOUS INCOME (Tables)

9 Months Ended

Sep. 30, 2013

Other Income and Expenses [Abstract]

Schedule of Other Nonoperating Income (Expense)

Total miscellaneous income was as follows:

	Three Months Ended September 30				Nine Months Ended September 30
(Millions)	2013		2012		2013		2012
Earnings from equity-method investments	$	2.8	$	2.6	$	8.6	$	8.2
Equity portion of AFUDC	2.9		0.7		6.6		1.5
Key executive life insurance for retired employees	0.1		—		1.0		1.0
Other	0.2		0.5		0.7		0.7
Total miscellaneous income	$	6.0	$	3.8	$	16.9	$	11.4

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FINANCIAL INFORMATION Level 2 (Policies)

9 Months Ended

Sep. 30, 2013

Accounting Policies [Abstract]

Consolidation, Policy [Policy Text Block]

As used in these notes, the term "financial statements" refers to the condensed consolidated financial statements. This includes the condensed consolidated statements of income, condensed consolidated balance sheets, condensed consolidated statements of capitalization, and condensed consolidated statements of cash flows, unless otherwise noted. In this report, when we refer to "us," "we," "our," or "ours," we are referring to WPS.

We prepare our financial statements in conformity with the rules and regulations of the SEC for Quarterly Reports on Form 10-Q and in accordance with GAAP. Accordingly, these financial statements do not include all of the information and footnotes required by GAAP for annual financial statements. These financial statements should be read in conjunction with the consolidated financial statements and footnotes in our Annual Report on Form 10-K for the year ended December 31, 2012. Financial results for an interim period may not give a true indication of results for the year.

In management’s opinion, these unaudited financial statements include all adjustments necessary for a fair presentation of financial results. All adjustments are normal and recurring, unless otherwise noted. All intercompany transactions have been eliminated in consolidation.

Cash and Cash Equivalents, Policy [Policy Text Block]

Short-term investments with an original maturity of three months or less are reported as cash equivalents.

Income Tax, Policy [Policy Text Block]

We calculate our interim period provision for income taxes based on our projected annual effective tax rate as adjusted for certain discrete items.

Fair Value of Financial Instruments, Policy [Policy Text Block]

A fair value measurement is required to reflect the assumptions market participants would use in pricing an asset or liability based on the best available information. These assumptions include the risks inherent in a particular valuation technique (such as a pricing model) and the risks inherent in the inputs to the model.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). We use a mid-market pricing convention (the mid-point price between bid and ask prices) as a practical measure for valuing certain derivative assets and liabilities.

Fair value accounting rules provide a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are defined as follows:

Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2 - Pricing inputs are observable, either directly or indirectly, but are not quoted prices included within Level 1. Level 2 includes those financial instruments that are valued using external inputs within models or other valuation methodologies.

Level 3 - Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management's best estimate of fair value.

Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

We determine fair value using a market-based approach that uses observable market inputs where available, and internally developed inputs where observable market data is not readily available. For the unobservable inputs, consideration is given to the assumptions that market participants would use in valuing the asset or liability. These factors include not only the credit standing of the counterparties involved, but also the impact of our nonperformance risk on our liabilities.

We have established a risk oversight committee whose primary responsibility includes directly or indirectly ensuring that all valuation methods are applied in accordance with predefined policies. The development and maintenance of our forward price curves has been assigned to our risk management department, which is part of the corporate treasury function. This group is separate and distinct from the trading function. To validate the reasonableness of our fair value inputs, our risk management department compares changes in valuation and researches any significant differences in order to determine the underlying cause. Changes to the fair value inputs are made if necessary.

New Accounting Pronouncements, Policy [Policy Text Block]

Recently Issued Accounting Guidance Not Yet Effective

Accounting Standards Update (ASU) 2013-04, "Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date," was issued in February 2013. The guidance requires an entity to measure obligations under these arrangements, for which the total amount of the obligation is fixed at the reporting date, as the sum of the reporting entity's portion and any additional amount it expects to pay on behalf of its co-obligors. The guidance also requires additional disclosures about the nature and amount of the obligations. The guidance is effective for reporting periods beginning after December 15, 2013. Adoption of this guidance is not expected to have a significant impact on our financial statements.

ASU 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists," was issued in July 2013. The guidance states that an unrecognized tax benefit should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. There are certain exceptions, however, under which the unrecognized tax benefit would be presented in the balance sheet as a liability. The guidance is effective for reporting periods beginning after December 15, 2013. Adoption of this guidance is not expected to have a significant impact on our financial statements.

Stock options

Information related to share based awards

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

The fair value of stock option awards granted is estimated using a binomial lattice model. The expected term of option awards is derived from the output of the binomial lattice model and represents the period of time that options are expected to be outstanding. The risk-free interest rate is based on the United States Treasury yield curve. The expected dividend yield incorporates the current and historical dividend rate of Integrys Energy Group. The expected stock price volatility is estimated using its 10-year historical volatility.

Performance stock rights

Information related to share based awards

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

The fair values of performance stock rights are estimated using a Monte Carlo valuation model. The risk-free interest rate is based on the United States Treasury yield curve. The expected dividend yield incorporates the current and historical dividend rate of Integrys Energy Group. The expected volatility is estimated using two to three years of historical data.

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RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2013

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

We and our subsidiary, WPS Leasing, routinely enter into transactions with related parties, including Integrys Energy Group, its subsidiaries, and other entities in which we have material interests.

We provide services to ATC for its transmission facilities under several agreements approved by the PSCW. Services are billed to ATC under this agreement at our fully allocated cost.

We provide services to WRPC under an operating agreement approved by the PSCW. We are also under a service agreement with WRPC under which either party may be a service provider. Services are billed to WRPC under these agreements at our fully allocated cost.

The table below includes information summarizing transactions entered into with related parties as of:

(Millions)	September 30, 2013		December 31, 2012
Notes payable *
Integrys Energy Group	$	6.6	$	7.2
Accounts Payable
ATC	10.1		9.2
Liability related to income tax allocation
Integrys Energy Group	6.9		7.4

* WPS Leasing, our consolidated subsidiary, has a note payable to our parent company, Integrys Energy Group.

In addition to the above transactions, $22.6 million was repaid to related parties during 2012 for amounts previously paid to us for the unfunded nonqualified retirement plan.

The following table shows activity associated with related party transactions:

	Three Months Ended September 30				Nine Months Ended September 30
(Millions)	2013		2012		2013		2012
Electric transactions
Sales to UPPCO	$	6.4	$	6.1	$	17.7	$	17.1
Natural gas transactions
Sales to Integrys Energy Services	0.1		0.1		0.3		0.5
Purchases from Integrys Energy Services	0.2		0.1		0.6		0.5
Interest expense (1)
Integrys Energy Group	0.1		0.1		0.4		0.4
Transactions with equity-method investees
Charges from ATC for network transmission services	24.6		23.5		73.8		70.6
Charges to ATC for services and construction	1.9		1.8		6.0		6.9
Net proceeds from WRPC sales of energy to MISO	—		0.6		—		2.4
Purchases of energy from WRPC	1.0		1.2		3.0		3.7
Charges to WRPC for operations	0.2		0.2		0.7		0.6
Equity earnings from WPS Investments, LLC (2)	2.5		2.5		7.6		7.6

⁽¹⁾  WPS Leasing, our consolidated subsidiary, has a note payable to our parent company, Integrys Energy Group.

⁽²⁾  WPS Investments, LLC is a consolidated subsidiary of Integrys Energy Group that is jointly owned by Integrys Energy Group, UPPCO, and us. At September 30, 2013, we had an 11.44% interest in WPS Investments accounted for under the equity method. Our ownership percentage has continued to decrease as additional equity contributions are made by Integrys Energy Group to WPS Investments.

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GOODWILL AND OTHER INTANGIBLE ASSETS GOODWILL AND OTHER INTANGIBLE ASSETS (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended		3 Months Ended	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013 Depreciation and amortization	Sep. 30, 2013 Depreciation and amortization
Goodwill and Intangible Assets Disclosure [Abstract]
Changes in the carrying amount of goodwill	$ 0	$ 0
Goodwill impairment loss	0
Contractual service agreements
Contractual service agreements, gross carrying amount	15.6
Contractual service agreements, accumulated amortization	1.2
Contractual service agreements, net carrying amount	14.4
Amortization period	P7Y
Amortization expense			0.6	1.2
Amortization expense for the next five fiscal years
Amortization expense, 2013			1.8	1.8
Amortization expense, 2014			2.2	2.2
Amortization expense, 2015			2.2	2.2
Amortization expense, 2016			2.2	2.2
Amortization expense, 2017			$ 2.2	$ 2.2

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COMMITMENTS AND CONTINGENCIES Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2013

Commitments and Contingencies Disclosure [Abstract]

Schedule of minimum future commitments related to the purchase obligations

(a) Unconditional Purchase Obligations and Purchase Order Commitments

We routinely enter into long-term purchase and sale commitments for various quantities and lengths of time. We have obligations to distribute and sell electricity and natural gas to our customers and expect to recover costs related to these obligations in future customer rates. The following table shows our minimum future commitments related to these purchase obligations as of September 30, 2013.

				Payments Due By Period
(Millions)	Date Contracts Extend Through	Total Amounts Committed		2013		2014		2015		2016		2017		Later Years
Electric utility
Purchased power	2029	$	783.8	$	35.7	$	61.3	$	32.0	$	28.2	$	27.0	$	599.6
Coal supply and transportation	2018	110.6		17.3		44.4		31.9		9.5		6.0		1.5
Natural gas utility supply and transportation	2024	281.8		12.6		46.6		43.3		39.5		38.4		101.4
Total		$	1,176.2	$	65.6	$	152.3	$	107.2	$	77.2	$	71.4	$	702.5

We also had commitments of $365.0 million in the form of purchase orders issued to various vendors at September 30, 2013, that relate to normal business operations, including construction projects.

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RELATED PARTY TRANSACTIONS (Tables)

9 Months Ended

Sep. 30, 2013

Related Party Transactions [Abstract]

Schedule of information related to transactions entered into with related parties

The table below includes information summarizing transactions entered into with related parties as of:

(Millions)	September 30, 2013		December 31, 2012
Notes payable *
Integrys Energy Group	$	6.6	$	7.2
Accounts Payable
ATC	10.1		9.2
Liability related to income tax allocation
Integrys Energy Group	6.9		7.4

* WPS Leasing, our consolidated subsidiary, has a note payable to our parent company, Integrys Energy Group.

Schedule of activity associated with related party transactions

The following table shows activity associated with related party transactions:

	Three Months Ended September 30				Nine Months Ended September 30
(Millions)	2013		2012		2013		2012
Electric transactions
Sales to UPPCO	$	6.4	$	6.1	$	17.7	$	17.1
Natural gas transactions
Sales to Integrys Energy Services	0.1		0.1		0.3		0.5
Purchases from Integrys Energy Services	0.2		0.1		0.6		0.5
Interest expense (1)
Integrys Energy Group	0.1		0.1		0.4		0.4
Transactions with equity-method investees
Charges from ATC for network transmission services	24.6		23.5		73.8		70.6
Charges to ATC for services and construction	1.9		1.8		6.0		6.9
Net proceeds from WRPC sales of energy to MISO	—		0.6		—		2.4
Purchases of energy from WRPC	1.0		1.2		3.0		3.7
Charges to WRPC for operations	0.2		0.2		0.7		0.6
Equity earnings from WPS Investments, LLC (2)	2.5		2.5		7.6		7.6

⁽¹⁾  WPS Leasing, our consolidated subsidiary, has a note payable to our parent company, Integrys Energy Group.

⁽²⁾  WPS Investments, LLC is a consolidated subsidiary of Integrys Energy Group that is jointly owned by Integrys Energy Group, UPPCO, and us. At September 30, 2013, we had an 11.44% interest in WPS Investments accounted for under the equity method. Our ownership percentage has continued to decrease as additional equity contributions are made by Integrys Energy Group to WPS Investments.

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LONG-TERM DEBT (Details) (USD $) In Millions, unless otherwise specified			1 Months Ended
	Sep. 30, 2013	Dec. 31, 2012	Feb. 28, 2013 Senior Notes, 3.95% due 2013	Sep. 30, 2013 Senior Notes, 4.80% due 2013
LONG-TERM DEBT
Principal balance repaid			$ 22.0
Stated interest rate (as a percent)			3.95%	4.80%
Current portion of long-term debt	$ 125.0	$ 147.0		$ 125.0

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GOODWILL AND OTHER INTANGIBLE ASSETS GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)

9 Months Ended

Sep. 30, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of intangible asset amortization expense for the next five fiscal years

The following table shows our estimated amortization expense for the next five years, including amounts recorded through September 30, 2013:

	For the Year Ending December 31
(Millions)	2013		2014		2015		2016		2017
Amortization to be recorded in depreciation and amortization expense	$	1.8	$	2.2	$	2.2	$	2.2	$	2.2

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REGULATORY ENVIRONMENT (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended	9 Months Ended	1 Months Ended
	Sep. 30, 2012	Sep. 30, 2012	Mar. 31, 2013 Public Service Commission of Wisconsin (PSCW) 2014 Rates Entity's original request	Aug. 31, 2013 Public Service Commission of Wisconsin (PSCW) 2014 Rates Regulatory authorities staff recommendations	Mar. 31, 2013 Public Service Commission of Wisconsin (PSCW) 2014 Rates Retail electric rate case Entity's original request	Aug. 31, 2013 Public Service Commission of Wisconsin (PSCW) 2014 Rates Retail electric rate case Regulatory authorities staff recommendations	Mar. 31, 2013 Public Service Commission of Wisconsin (PSCW) 2014 Rates Natural gas rate case Entity's original request	Aug. 31, 2013 Public Service Commission of Wisconsin (PSCW) 2014 Rates Natural gas rate case Regulatory authorities staff recommendations	Dec. 31, 2012 Public Service Commission of Wisconsin (PSCW) 2013 Rates Rate order	Dec. 31, 2012 Public Service Commission of Wisconsin (PSCW) 2013 Rates Retail electric rate case Rate order	Dec. 31, 2012 Public Service Commission of Wisconsin (PSCW) 2013 Rates Natural gas rate case Rate order	Dec. 31, 2011 Public Service Commission of Wisconsin (PSCW) 2012 Rates Retail electric rate case Rate order	Dec. 31, 2011 Public Service Commission of Wisconsin (PSCW) 2012 Rates Natural gas rate case Rate order	Oct. 31, 2013 Subsequent Event [Member] Public Service Commission of Wisconsin (PSCW) 2014 Rates Entity's revised request	Oct. 31, 2013 Subsequent Event [Member] Public Service Commission of Wisconsin (PSCW) 2014 Rates Retail electric rate case Entity's revised request	Oct. 31, 2013 Subsequent Event [Member] Public Service Commission of Wisconsin (PSCW) 2014 Rates Natural gas rate case Entity's revised request
Regulatory Proceedings:
Requested rate increase (decrease)					$ 71.1		$ 19.0								$ 60.0	$ 14.0
Recommended percent of capital structure composed of common equity				50.14%
Recommended rate increase (decrease)						9.3		7.8
Requested return on common equity percent			10.75%											10.60%
Recommended return on common equity percent				10.20%
Requested percent of capital structure composed of common equity			51.11%
Authorized rate increase (decrease)										28.5	(3.4)	8.1	(7.2)
Deferral of pension and other employee benefit costs											2.1
Estimated fuel refund										20.5
Authorized return on common equity percent									10.30%
Authorized percent of capital structure composed of common equity									51.61%
Annual cap for decoupling										14.0	8.0
Authorized recovery of income tax amounts previously expensed related to the Federal Health Care Reform Act	5.9	5.9							5.9
Percentage of price variance from the cost of fuel and purchased power included in rates												2.00%
Requested recovery for the environmental remediation costs related to the Consent Decree														$ 1.7

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MISCELLANEOUS INCOME (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Components of miscellaneous income
Total miscellaneous income	$ 6.0	$ 3.8	$ 16.9	$ 11.4
Earnings in equity-method investments
Components of miscellaneous income
Total miscellaneous income	2.8	2.6	8.6	8.2
Key executive life insurance
Components of miscellaneous income
Total miscellaneous income	0.1	0	1.0	1.0
Equity portion of AFUDC
Components of miscellaneous income
Total miscellaneous income	2.9	0.7	6.6	1.5
Other
Components of miscellaneous income
Total miscellaneous income	$ 0.2	$ 0.5	$ 0.7	$ 0.7

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RISK MANAGEMENT ACTIVITIES (Details 2) (USD $) In Millions, unless otherwise specified				3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended				3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended					3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended				3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended
	Sep. 30, 2013 Natural gas contracts Derivative Purchases Btu	Dec. 31, 2012 Natural gas contracts Derivative Purchases Btu	Sep. 30, 2013 Natural gas contracts Derivative Sales Btu	Sep. 30, 2013 Natural gas contracts Balance Sheet - Regulatory assets (current)	Sep. 30, 2012 Natural gas contracts Balance Sheet - Regulatory assets (current)	Sep. 30, 2013 Natural gas contracts Balance Sheet - Regulatory assets (current)	Sep. 30, 2012 Natural gas contracts Balance Sheet - Regulatory assets (current)	Sep. 30, 2013 Natural gas contracts Balance Sheet - Regulatory liabilities (current)	Sep. 30, 2012 Natural gas contracts Balance Sheet - Regulatory liabilities (current)	Sep. 30, 2013 Natural gas contracts Balance Sheet - Regulatory liabilities (current)	Sep. 30, 2012 Natural gas contracts Balance Sheet - Regulatory liabilities (current)	Sep. 30, 2013 Natural gas contracts Balance Sheet - Regulatory liabilities (long-term)	Sep. 30, 2012 Natural gas contracts Balance Sheet - Regulatory liabilities (long-term)	Sep. 30, 2013 Natural gas contracts Balance Sheet - Regulatory liabilities (long-term)	Sep. 30, 2012 Natural gas contracts Balance Sheet - Regulatory liabilities (long-term)	Sep. 30, 2013 Natural gas contracts Income Statement - Cost of fuel, natural gas and purchased power	Sep. 30, 2012 Natural gas contracts Income Statement - Cost of fuel, natural gas and purchased power	Sep. 30, 2013 Natural gas contracts Income Statement - Cost of fuel, natural gas and purchased power	Sep. 30, 2012 Natural gas contracts Income Statement - Cost of fuel, natural gas and purchased power	Sep. 30, 2013 FTRs Derivative Other Transactions kWh	Dec. 31, 2012 FTRs Derivative Other Transactions kWh	Sep. 30, 2013 FTRs Balance Sheet - Regulatory assets (current)	Sep. 30, 2012 FTRs Balance Sheet - Regulatory assets (current)	Sep. 30, 2013 FTRs Balance Sheet - Regulatory assets (current)	Sep. 30, 2012 FTRs Balance Sheet - Regulatory assets (current)	Sep. 30, 2013 FTRs Balance Sheet - Regulatory liabilities (current)	Sep. 30, 2012 FTRs Balance Sheet - Regulatory liabilities (current)	Sep. 30, 2013 FTRs Balance Sheet - Regulatory liabilities (current)	Sep. 30, 2012 FTRs Balance Sheet - Regulatory liabilities (current)	Sep. 30, 2013 Petroleum product contracts Derivative Purchases bbl	Dec. 31, 2012 Petroleum product contracts Derivative Purchases bbl	Sep. 30, 2013 Petroleum product contracts Derivative Sales bbl	Sep. 30, 2013 Petroleum product contracts Balance Sheet - Regulatory assets (current)	Sep. 30, 2012 Petroleum product contracts Balance Sheet - Regulatory assets (current)	Sep. 30, 2013 Petroleum product contracts Balance Sheet - Regulatory assets (current)	Sep. 30, 2012 Petroleum product contracts Balance Sheet - Regulatory assets (current)	Sep. 30, 2013 Petroleum product contracts Balance Sheet - Regulatory liabilities (current)	Sep. 30, 2012 Petroleum product contracts Balance Sheet - Regulatory liabilities (current)	Sep. 30, 2013 Petroleum product contracts Balance Sheet - Regulatory liabilities (current)	Sep. 30, 2012 Petroleum product contracts Balance Sheet - Regulatory liabilities (current)	Sep. 30, 2013 Petroleum product contracts Income Statement - Operating and maintenance expense	Sep. 30, 2012 Petroleum product contracts Income Statement - Operating and maintenance expense	Sep. 30, 2013 Petroleum product contracts Income Statement - Operating and maintenance expense	Sep. 30, 2012 Petroleum product contracts Income Statement - Operating and maintenance expense	Sep. 30, 2013 Coal contract Derivative Purchases T	Dec. 31, 2012 Coal contract Derivative Purchases T	Sep. 30, 2013 Coal contract Balance Sheet - Regulatory assets (current)	Sep. 30, 2012 Coal contract Balance Sheet - Regulatory assets (current)	Sep. 30, 2013 Coal contract Balance Sheet - Regulatory assets (current)	Sep. 30, 2012 Coal contract Balance Sheet - Regulatory assets (current)	Sep. 30, 2013 Coal contract Balance Sheet - Regulatory assets (long Term)	Sep. 30, 2012 Coal contract Balance Sheet - Regulatory assets (long Term)	Sep. 30, 2013 Coal contract Balance Sheet - Regulatory assets (long Term)	Sep. 30, 2012 Coal contract Balance Sheet - Regulatory assets (long Term)	Sep. 30, 2013 Coal contract Balance Sheet - Regulatory liabilities (current)	Sep. 30, 2012 Coal contract Balance Sheet - Regulatory liabilities (current)	Sep. 30, 2013 Coal contract Balance Sheet - Regulatory liabilities (current)	Sep. 30, 2012 Coal contract Balance Sheet - Regulatory liabilities (current)	Sep. 30, 2013 Coal contract Balance Sheet - Regulatory liabilities (long-term)	Sep. 30, 2012 Coal contract Balance Sheet - Regulatory liabilities (long-term)	Sep. 30, 2013 Coal contract Balance Sheet - Regulatory liabilities (long-term)	Sep. 30, 2012 Coal contract Balance Sheet - Regulatory liabilities (long-term)
Derivative [Line Items]
Unrealized gains (losses)				$ (0.2)	$ 0.3	$ 0.3	$ 2.8	$ 0	$ 0.3	$ (0.1)	$ 0.6	$ 0	$ 0.1	$ 0	$ 0.1	$ 0	$ 0.1	$ 0	$ 0.2			$ 0.8	$ 0	$ 0	$ (0.6)	$ 0	$ 0	$ (0.3)	$ 0.3				$ 0.1	$ 0.2	$ 0	$ 0.1	$ 0	$ 0.1	$ 0	$ 0.1	$ (0.1)	$ 0	$ (0.1)	$ 0			$ (0.6)	$ 0.7	$ 2.1	$ (2.5)	$ 0.2	$ (0.1)	$ 4.2	$ 0.1	$ 0	$ 0	$ (0.3)	$ 0	$ 1.5	$ 0	$ (0.7)	$ 0
Notional volume of outstanding derivative contracts (therms)	200,200,000	86,100,000	0
Notional volume of outstanding derivative contracts (kwh)																				5,524,800,000	3,838,200,000
Notional volume of outstanding derivative contracts (barrels)																														36,803.0	33,002.0	9,000.0
Notional volume of outstanding derivative contracts (tons)																																													5,100,000	5,100,000

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NEW ACCOUNTING PRONOUNCEMENTS

9 Months Ended

Sep. 30, 2013

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

NEW ACCOUNTING PRONOUNCEMENTS

NEW ACCOUNTING PRONOUNCEMENTS

Recently Issued Accounting Guidance Not Yet Effective

Accounting Standards Update (ASU) 2013-04, "Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date," was issued in February 2013. The guidance requires an entity to measure obligations under these arrangements, for which the total amount of the obligation is fixed at the reporting date, as the sum of the reporting entity's portion and any additional amount it expects to pay on behalf of its co-obligors. The guidance also requires additional disclosures about the nature and amount of the obligations. The guidance is effective for reporting periods beginning after December 15, 2013. Adoption of this guidance is not expected to have a significant impact on our financial statements.

ASU 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists," was issued in July 2013. The guidance states that an unrecognized tax benefit should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. There are certain exceptions, however, under which the unrecognized tax benefit would be presented in the balance sheet as a liability. The guidance is effective for reporting periods beginning after December 15, 2013. Adoption of this guidance is not expected to have a significant impact on our financial statements.

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Operating Activities
Net income	$ 109.8	$ 109.5
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization expense	78.8	72.0
Recoveries and refunds of regulatory assets and liabilities	(9.9)	11.4
Bad debt expense	3.4	4.1
Pension and other postretirement expense	16.9	14.3
Pension and other postretirement contributions	(38.1)	(109.5)
Deferred income taxes and investment tax credits	60.3	23.4
Repayment of related party payable	0	(22.6)
Equity income, net of dividends	(1.2)	(0.8)
Termination of tolling agreement with Fox Energy Company LLC	(50.0)	0
Other	2.3	1.9
Changes in working capital
Collateral on deposit	0.8	(0.4)
Accounts receivable and accrued unbilled revenues	25.5	31.3
Inventories	0.9	10.2
Prepaid taxes	15.6	50.4
Other current assets	2.0	(1.8)
Accounts payable	(27.5)	(12.5)
Other current liabilities	22.7	29.6
Net cash provided by operating activities	212.3	210.5
Investing Activities
Capital expenditures	(172.8)	(126.0)
Proceeds from the sale or disposal of assets	1.4	2.3
Acquisition of Fox Energy Company LLC	(391.6)	0
Grant received related to Crane Creek Wind Project	69.0	0
Other	2.7	3.4
Net cash used for investing activities	(491.3)	(120.3)
Financing Activities
Short-term debt, net	19.0	0.6
Borrowing on term credit facility	200.0	0
Repayment of long-term debt	(22.0)	0
Repayment of long-term debt to parent	(0.6)	(0.5)
Payment of dividends to parent	(81.5)	(79.1)
Equity contribution from parent	200.0	40.0
Return of capital to parent	(35.0)	(50.0)
Preferred stock dividend requirements	(2.3)	(2.3)
Other	1.3	0.5
Net cash provided by (used for) financing activities	278.9	(90.8)
Net change in cash and cash equivalents	(0.1)	(0.6)
Cash and cash equivalents at beginning of period	6.5	5.5
Cash and cash equivalents at end of period	6.4	4.9
Integrys Energy Group
Financing Activities
Payment of dividends to parent	(81.5)
Return of capital to parent	$ (35.0)

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FINANCIAL INFORMATION

9 Months Ended

Sep. 30, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

FINANCIAL INFORMATION

FINANCIAL INFORMATION

As used in these notes, the term "financial statements" refers to the condensed consolidated financial statements. This includes the condensed consolidated statements of income, condensed consolidated balance sheets, condensed consolidated statements of capitalization, and condensed consolidated statements of cash flows, unless otherwise noted. In this report, when we refer to "us," "we," "our," or "ours," we are referring to WPS.

We prepare our financial statements in conformity with the rules and regulations of the SEC for Quarterly Reports on Form 10-Q and in accordance with GAAP. Accordingly, these financial statements do not include all of the information and footnotes required by GAAP for annual financial statements. These financial statements should be read in conjunction with the consolidated financial statements and footnotes in our Annual Report on Form 10-K for the year ended December 31, 2012. Financial results for an interim period may not give a true indication of results for the year.

In management’s opinion, these unaudited financial statements include all adjustments necessary for a fair presentation of financial results. All adjustments are normal and recurring, unless otherwise noted. All intercompany transactions have been eliminated in consolidation.

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ACQUISITION OF FOX ENERGY CENTER

9 Months Ended

Sep. 30, 2013

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

ACQUISITION OF FOX ENERGY CENTER

In March 2013, we acquired all of the equity interests in Fox Energy Company LLC for $391.6 million. Fox Energy Company LLC was dissolved immediately after the purchase.

The purchase included the Fox Energy Center, a 593-megawatt combined-cycle electric generating facility located in Wisconsin, along with associated contracts. Fox Energy Center is a dual-fuel facility, equipped to use fuel oil, but expected to run primarily on natural gas. This plant gives us a more balanced mix of owned electric generation, including coal, natural gas, hydroelectric, wind, and other renewable sources. In giving its approval for the purchase, the PSCW stated that the purchase price was reasonable and will benefit ratepayers.

The purchase price was allocated based on the estimated fair values of the assets acquired and the liabilities assumed at the date of acquisition, as follows:

(Millions)
Assets acquired (1)
Inventories - materials and supplies	$	3.0
Other current assets	0.4
Property, plant, and equipment	374.4
Other long-term assets (2)	15.6
Total assets acquired	$	393.4
Liabilities assumed
Accounts payable	$	1.8
Total liabilities assumed	$	1.8

⁽¹⁾  Relates to the electric utility segment.

⁽²⁾  Intangible assets recorded for contractual services agreements. See Note 5, "Goodwill and Other Intangible Assets," for more information.

Prior to the purchase, we supplied natural gas for the facility and purchased 500 megawatts of capacity and the associated energy output under a tolling arrangement. We paid $50.0 million for the early termination of the tolling arrangement. This amount was recorded as a regulatory asset, as we are authorized recovery by the PSCW. In the current rate case, we proposed amortizing the regulatory asset over a nine-year period, beginning January 1, 2014. This has not been challenged, and we expect PSCW approval in the final decision in this rate case.

The purchase was financed with a combination of short-term debt, cash provided by operations, and an equity contribution from our parent, Integrys Energy Group, Inc. We intend to replace the short-term debt in the fourth quarter of 2013 with long-term financing.

We received regulatory approval to defer incremental costs associated with the purchase of the facility. Operating costs for the Fox Energy Center subsequent to the date of acquisition are included in our income statement. Due to regulatory deferral, these costs had no impact on net income. Pro forma adjustments to our revenues and earnings prior to the date of acquisition would not be meaningful or material. Prior to the acquisition, the Fox Energy Center was a nonregulated plant and sold all of its output to third parties, with most of the output purchased by us. The plant is now part of our regulated fleet, used to serve our customers.

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CASH AND CASH EQUIVALENTS

9 Months Ended

Sep. 30, 2013

Cash and Cash Equivalents [Abstract]

CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS

Short-term investments with an original maturity of three months or less are reported as cash equivalents.

The following is a supplemental disclosure to our statements of cash flows:

	Nine Months Ended September 30
(Millions)	2013			2012
Cash paid for interest	$	22.7		$	20.8
Cash received for income taxes	(2.4		)	(14.2		)

Cash received from income taxes decreased $11.8 million, primarily driven by refunds received in 2012 due to changes in estimated payments made for the prior year.

Construction costs funded through accounts payable totaled $29.5 million at September 30, 2013, and $15.8 million at September 30, 2012. These costs were treated as noncash investing activities.

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CASH AND CASH EQUIVALENTS (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Supplemental disclosure of statements of cash flows
Cash paid for interest	$ 22.7	$ 20.8
Cash received for income taxes	(2.4)	(14.2)
Decrease in cash received for income taxes	11.8
Significant noncash transactions
Construction costs funded through accounts payable	$ 29.5	$ 15.8

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CASH AND CASH EQUIVALENTS (Tables)

9 Months Ended

Sep. 30, 2013

Cash and Cash Equivalents [Abstract]

Schedule of supplemental disclosure to statements of cash flows

The following is a supplemental disclosure to our statements of cash flows:

	Nine Months Ended September 30
(Millions)	2013			2012
Cash paid for interest	$	22.7		$	20.8
Cash received for income taxes	(2.4		)	(14.2		)

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SHORT-TERM DEBT AND LINES OF CREDIT (Tables)

9 Months Ended

Sep. 30, 2013

SHORT-TERM DEBT AND LINES OF CREDIT

Schedule of short-term borrowings

Our outstanding short-term borrowings were as follows:

(Millions, except percentages)	September 30, 2013			December 31, 2012
Commercial paper	$	114.4		$	95.4
Average discount rate on commercial paper	0.15		%	0.24		%
Loan under term credit facility	$	200.0		$	—
Average interest rate on loan under term credit facility	0.78		%	—

Schedule of revolving credit facilities and remaining available capacity

We manage our liquidity by maintaining adequate external financing commitments. The information in the table below relates to our short-term debt and revolving credit facilities used to support our commercial paper borrowing program, including remaining available capacity under these facilities:

(Millions)	Maturity	September 30, 2013		December 31, 2012
Revolving credit facility	05/17/2014	$	135.0	$	135.0
Revolving credit facility	06/13/2017	115.0		115.0
Term credit facility	12/31/2013	200.0		—
Total short-term credit capacity		$	450.0	$	250.0
Less:
Loan outstanding under term credit facility		$	200.0	$	—
Commercial paper outstanding		114.4		95.4
Available capacity under existing agreements		$	135.6	$	154.6

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FAIR VALUE (Tables)

9 Months Ended

Sep. 30, 2013

Fair Value Disclosures [Abstract]

Schedule of assets and liabilities that were accounted for at fair value on a recurring basis, categorized by level within the fair value hierarchy

The following tables show assets and liabilities that were accounted for at fair value on a recurring basis, categorized by level within the fair value hierarchy:

	September 30, 2013
(Millions)	Level 1		Level 2		Level 3		Total
Risk management assets
Natural gas contracts	$	0.3	$	—	$	—	$	0.3
Financial transmission rights (FTRs)	—		—		2.2		2.2
Coal contracts	—		—		1.5		1.5
Total	$	0.3	$	—	$	3.7	$	4.0
Risk management liabilities
Natural gas contracts	$	0.2	$	—	$	—	$	0.2
FTRs	—		—		0.4		0.4
Petroleum product contracts	0.1		—		—		0.1
Coal contracts	—		—		2.7		2.7
Total	$	0.3	$	—	$	3.1	$	3.4

	December 31, 2012
(Millions)	Level 1		Level 2		Level 3		Total
Risk management assets
Natural gas contracts	$	0.1	$	—	$	—	$	0.1
FTRs	—		—		1.2		1.2
Petroleum product contracts	0.1		—		—		0.1
Coal contracts	—		—		2.5		2.5
Total	$	0.2	$	—	$	3.7	$	3.9
Risk management liabilities
Natural gas contracts	$	0.6	$	—	$	—	$	0.6
FTRs	—		—		0.1		0.1
Coal contracts	—		—		9.0		9.0
Total	$	0.6	$	—	$	9.1	$	9.7

Significant internally-developed unobservable inputs used in the valuation of derivatives categorized in Level 3

The significant unobservable inputs used in the valuation that resulted in categorization within Level 3 were as follows at September 30, 2013. The amounts and percentages listed in the table below represent the range of unobservable inputs that individually had a significant impact on the fair value determination and caused a derivative to be classified as Level 3.

	Fair Value (Millions)
	Assets		Liabilities		Valuation Technique	Unobservable Input	Average or Range
FTRs	$	2.2	$	0.4	Market-based	Forward market prices ($/megawatt-month) (1)	$116.47
Coal contract	1.5		2.7		Market-based	Forward market prices ($/ton) (2)	$12.21 - $14.63

⁽¹⁾  Represents forward market prices developed using historical cleared pricing data from MISO.

⁽²⁾  Represents third-party forward market pricing.

Schedule of reconciliation of changes in the fair value of items categorized as Level 3 measurements

The following tables set forth a reconciliation of changes in the fair value of items categorized as Level 3 measurements:

	Three Months Ended September 30, 2013									Nine Months Ended September 30, 2013
(Millions)	FTRs			Coal Contracts			Total			FTRs			Coal Contracts			Total
Balance at the beginning of period	$	2.1		$	(2.3	)	$	(0.2	)	$	1.1		$	(6.5	)	$	(5.4	)
Net realized gains included in earnings	1.5			—			1.5			2.5			—			2.5
Net unrealized gains (losses) recorded as regulatory assets or liabilities	0.8			(4.5		)	(3.7		)	(0.3		)	2.2			1.9
Purchases	—			—			—			3.2			—			3.2
Sales	—			—			—			(0.1		)	—			(0.1		)
Settlements	(2.6		)	5.6			3.0			(4.6		)	3.1			(1.5		)
Balance at the end of period	$	1.8		$	(1.2	)	$	0.6		$	1.8		$	(1.2	)	$	0.6

	Three Months Ended September 30, 2012									Nine Months Ended September 30, 2012
(Millions)	FTRs			Coal Contracts			Total			FTRs			Coal Contracts			Total
Balance at the beginning of period	$	2.5		$	(9.8	)	$	(7.3	)	$	1.2		$	(6.9	)	$	(5.7	)
Net realized (losses) gains included in earnings	(0.6		)	—			(0.6		)	1.4			—			1.4
Net unrealized gains (losses) recorded as regulatory assets or liabilities	—			2.1			2.1			(0.3		)	1.5			1.2
Purchases	—			—			—			2.8			—			2.8
Sales	—			—			—			(0.1		)	—			(0.1		)
Settlements	(0.2		)	(1.6		)	(1.8		)	(3.3		)	(3.9		)	(7.2		)
Balance at the end of period	$	1.7		$	(9.3	)	$	(7.6	)	$	1.7		$	(9.3	)	$	(7.6	)

Schedule of carrying value and estimated fair value of financial instruments

The following table shows the financial instruments included on our balance sheets that are not recorded at fair value.

	September 30, 2013				December 31, 2012
(Millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Long-term debt	$	849.5	$	858.4	$	871.4	$	966.2
Long-term debt to parent	6.6		7.2		7.2		8.2
Preferred stock	51.2		61.8		51.2		52.8

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STOCK-BASED COMPENSATION (Details 2) (Stock Options, USD $) In Millions, except Share data, unless otherwise specified	9 Months Ended
	Sep. 30, 2013
Stock Options
Weighted-average fair values per stock option along with the assumptions incorporated into the valuation models
Period of historical volatility used to estimate expected volatility	10 years
Weighted-average fair value per option (in dollars per share)	$ 6.03
Expected term	5 years
Risk-free interest rate minimum (as a percent)	0.18%
Risk-free interest rate maximum (as a percent)	2.11%
Expected dividend yield (as a percent)	5.33%
Expected volatility (as a percent)	24.00%
Stock Options
Outstanding at the beginning of the period (in shares)	66,852
Granted (in shares)	19,364
Exercised (in shares)	(33,473)
Outstanding at the end of the period (in shares)	52,743
Exercisable (in shares)	15,291
Weighted-Average Exercise Price Per Share
Outstanding at the beginning of the period (in dollars per share)	$ 49.95
Granted (in dollars per share)	$ 56.00
Exercised (in dollars per share)	$ 49.28
Outstanding at the end of the period (in dollars per share)	$ 52.60
Exercisable at the end of the period (in dollars per share)	$ 51.49
Weighted-Average Remaining Contractual Life (in Years)
Outstanding at the end of the period	7 years 2 months
Exercisable at the end of the period	4 years
Aggregate Intrinsic Value (Millions)
Outstanding at the end of the period	$ 0.2
Exercisable at the end of the period	$ 0.1

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INCOME TAXES (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Income Tax Disclosure [Abstract]
Effective tax rate (as a percent)	37.70%	25.00%	37.10%	30.50%
Federal statutory tax rate (as a percent)	35.00%	35.00%	35.00%	35.00%
Authorized recovery of income tax amounts previously expensed related to the Federal Health Care Reform Act		$ 5.9		$ 5.9

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ACQUISITION OF FOX ENERGY CENTER (Details) (Fox Energy Company LLC, USD $) In Millions, unless otherwise specified	Mar. 31, 2013 MW
Fox Energy Company LLC
Acquisitions
Amortization period of regulatory asset	9 years
Capacity of Fox Energy Center (in megawatts)	593
Contracted capacity under a power purchase agreement (in megawatts)	500
Contract termination fee related to tolling arrangement	$ 50.0
Amount paid for the acquisition of Fox Energy Company LLC	391.6
Assets acquired
Inventories - materials and supplies	3.0
Other current assets	0.4
Property, plant, and equipment	374.4
Other long-term assets	15.6
Total assets acquired	393.4
Liabilities assumed
Accounts payable	1.8
Total liabilities assumed	$ 1.8

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CONDENSED CONSOLIDATED BALANCE SHEETS Statement (USD $) In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Assets
Cash and cash equivalents	$ 6.4	$ 6.5
Accounts receivable and accrued unbilled revenues, net of reserves of $3.2 and $2.5, respectively	160.7	258.3
Receivables from related parties	4.7	5.0
Inventories
Fuel and Gas	78.2	76.3
Materials and supplies, at average cost	34.8	33.3
Regulatory assets	25.5	26.1
Prepaid taxes	69.1	84.7
Other current assets	13.2	13.3
Current assets	392.6	503.5
Property, plant, and equipment, net of accumulated depreciation of $1,477.5 and $1,336.0, respectively	2,834.6	2,353.0
Regulatory assets	550.7	536.2
Goodwill	36.4	36.4
Other long-term assets	129.6	92.8
Total assets	3,943.9	3,521.9
Liabilities and Shareholders' Equity
Short-term debt	314.4	95.4
Current portion of long-term debt	125.0	147.0
Accounts payable	108.5	131.0
Payables to related parties	16.3	13.5
Regulatory liabilities	23.4	27.6
Other current liabilities	73.1	61.8
Current liabilities	660.7	476.3
Long-term debt to parent	6.6	7.2
Long-term debt	724.5	724.4
Deferred income taxes	599.0	539.0
Deferred investment tax credits	8.2	8.5
Regulatory liabilities	288.8	281.0
Environmental remediation liabilities	64.9	68.8
Pension and other postretirement benefit obligations	145.5	164.6
Payables to related parties	6.2	6.7
Other long-term liabilities	73.5	72.7
Long-term liabilities	1,917.2	1,872.9
Commitments and contingencies
Preferred stock-$100 par value; 1,000,000 shares authorized; 511,882 shares issued and outstanding	51.2	51.2
Common stock – $4 par value; 32,000,000 shares authorized; 23,896,962 shares issued and outstanding	95.6	95.6
Additional paid-in capital	723.0	555.4
Retained earnings	496.2	470.5
Total liabilities and shareholders’ equity	$ 3,943.9	$ 3,521.9

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LONG-TERM DEBT

9 Months Ended

Sep. 30, 2013

Debt Disclosure [Abstract]

LONG-TERM DEBT

LONG-TERM DEBT

See our statements of capitalization for details on our long-term debt.

In February 2013, our $22.0 million of 3.95% Senior Notes matured, and the outstanding principal balance was repaid.

In December 2013, our 4.80% Senior Notes will mature. As a result, the $125.0 million balance of these notes was included in the current portion of long-term debt on our balance sheets.

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CONDENSED CONSOLIDATED STATEMENTS OF CAPITALIZATION (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended
	Sep. 30, 2013	Dec. 31, 2012
Schedule of Capitalization
Common stock – $4 par value; 32,000,000 shares authorized; 23,896,962 shares outstanding	$ 95.6	$ 95.6
Additional paid-in capital	723.0	555.4
Retained earnings	496.2	470.5
Total common stock equity	1,314.8	1,121.5
Cumulative; $100 par value; 1,000,000 shares authorized with no mandatory redemption - Shares Outstanding	511,882
Total preferred stock	51.2	51.2
Total long-term debt to parent	6.6	7.2
Total First Mortgage Bonds and Senior Notes	850.1	872.1
Unamortized discount on long-term debt	(0.6)	(0.7)
Total	849.5	871.4
Current portion of long-term debt	(125.0)	(147.0)
Total long-term debt	724.5	724.4
Total capitalization	2,097.1	1,904.3
Long Term debt to parent, 8.76% Series, Year Due, 2015
Schedule of Capitalization
Interest rate, (as a percent)	8.76%
Total long-term debt to parent	2.5	2.8
Long Term debt to parent, 7.35% Series, Year Due, 2016
Schedule of Capitalization
Interest rate, (as a percent)	7.35%
Total long-term debt to parent	4.1	4.4
Long Term debt, 7.125% Series, Year Due, 2023
Schedule of Capitalization
Interest rate, (as a percent)	7.125%
First Mortgage Bonds	0.1	0.1
Long Term debt, 3.95% Series, Year Due, 2013
Schedule of Capitalization
Interest rate, (as a percent)	3.95%
Senior Notes	0	22.0
Long Term debt, 4.80% Series, Year Due, 2013
Schedule of Capitalization
Interest rate, (as a percent)	4.80%
Senior Notes	125.0	125.0
Long Term debt, 6.375% Series, Year Due, 2015
Schedule of Capitalization
Interest rate, (as a percent)	6.375%
Senior Notes	125.0	125.0
Long Term debt, 5.65% Series, Year Due, 2017
Schedule of Capitalization
Interest rate, (as a percent)	5.65%
Senior Notes	125.0	125.0
Long Term debt, 6.08% Series, Year Due, 2028
Schedule of Capitalization
Interest rate, (as a percent)	6.08%
Senior Notes	50.0	50.0
Long Term debt, 5.55% Series, Year Due, 2036
Schedule of Capitalization
Interest rate, (as a percent)	5.55%
Senior Notes	125.0	125.0
Long Term Debt 3.671% Series, Year Due, 2042
Schedule of Capitalization
Interest rate, (as a percent)	3.671%
Senior Notes	300.0	300.0
Preferred stock, 5.00% Series
Schedule of Capitalization
Preferred stock, Dividend Rate, (as a percent)	5.00%
Cumulative; $100 par value; 1,000,000 shares authorized with no mandatory redemption - Shares Outstanding	131,916
Total preferred stock	13.2	13.2
Preferred stock, 5.04% Series
Schedule of Capitalization
Preferred stock, Dividend Rate, (as a percent)	5.04%
Cumulative; $100 par value; 1,000,000 shares authorized with no mandatory redemption - Shares Outstanding	29,983
Total preferred stock	3.0	3.0
Preferred stock, 5.08% Series
Schedule of Capitalization
Preferred stock, Dividend Rate, (as a percent)	5.08%
Cumulative; $100 par value; 1,000,000 shares authorized with no mandatory redemption - Shares Outstanding	49,983
Total preferred stock	5.0	5.0
Preferred stock, 6.76% Series
Schedule of Capitalization
Preferred stock, Dividend Rate, (as a percent)	6.76%
Cumulative; $100 par value; 1,000,000 shares authorized with no mandatory redemption - Shares Outstanding	150,000
Total preferred stock	15.0	15.0
Preferred stock, 6.88% Series
Schedule of Capitalization
Preferred stock, Dividend Rate, (as a percent)	6.88%
Cumulative; $100 par value; 1,000,000 shares authorized with no mandatory redemption - Shares Outstanding	150,000
Total preferred stock	$ 15.0	$ 15.0

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VARIABLE INTEREST ENTITIES (Details) (Fox Energy Company LLC, USD $) In Millions, unless otherwise specified	Mar. 31, 2013 MW
Fox Energy Company LLC
Acquisitions
Contract termination fee related to tolling arrangement	$ 50.0
Contracted capacity under a power purchase agreement (in megawatts)	500

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CONDENSED CONSOLIDATED STATEMENTS OF INCOME (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Operating revenues	$ 371.9	$ 378.1	$ 1,173.1	$ 1,119.8
Cost of fuel, natural gas, and purchased power	151.3	175.0	528.2	517.4
Operating and maintenance expense	115.9	103.0	340.1	316.3
Depreciation and amortization expense	27.6	24.1	78.8	72.0
Taxes other than income taxes	11.9	11.7	36.5	36.0
Operating income	65.2	64.3	189.5	178.1
Miscellaneous income	6.0	3.8	16.9	11.4
Interest expense	10.7	10.5	31.9	31.9
Other expense	(4.7)	(6.7)	(15.0)	(20.5)
Income before taxes	60.5	57.6	174.5	157.6
Provision for income taxes	22.8	14.4	64.7	48.1
Net income	37.7	43.2	109.8	109.5
Preferred stock dividend requirements	(0.7)	(0.7)	(2.3)	(2.3)
Net income attributed to common shareholder	$ 37.0	$ 42.5	$ 107.5	$ 107.2

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COMMITMENTS AND CONTINGENCIES (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013
Unconditional Purchase Obligations and Purchase Order Commitments
Total Amounts Committed	$ 1,176.2
2013	65.6
2014	152.3
2015	107.2
2016	77.2
2017	71.4
Later Years	702.5
Purchased power | Electric Utility
Unconditional Purchase Obligations and Purchase Order Commitments
Total Amounts Committed	783.8
2013	35.7
2014	61.3
2015	32.0
2016	28.2
2017	27.0
Later Years	599.6
Coal supply and transportation | Electric Utility
Unconditional Purchase Obligations and Purchase Order Commitments
Total Amounts Committed	110.6
2013	17.3
2014	44.4
2015	31.9
2016	9.5
2017	6.0
Later Years	1.5
Natural gas utility supply and transportation | Natural Gas Utility
Unconditional Purchase Obligations and Purchase Order Commitments
Total Amounts Committed	281.8
2013	12.6
2014	46.6
2015	43.3
2016	39.5
2017	38.4
Later Years	101.4
Purchase orders
Unconditional Purchase Obligations and Purchase Order Commitments
Commitments in the form of purchase orders issued to vendors	$ 365.0

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RISK MANAGEMENT ACTIVITIES (Tables)

9 Months Ended

Sep. 30, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of assets and liabilities from risk management activities

The tables below show our assets and liabilities from risk management activities:

		September 30, 2013
(Millions)	Balance Sheet Presentation *	Assets		Liabilities
Natural gas contracts	Other Current	$	0.3	$	0.2
FTRs	Other Current	2.2		0.4
Petroleum product contracts	Other Current	—		0.1
Coal contracts	Other Current	—		2.6
Coal contracts	Other Long-term	1.5		0.1
	Other Current	2.5		3.3
	Other Long-term	1.5		0.1
Total		$	4.0	$	3.4

*   We classify assets and liabilities from risk management activities as current or long-term based upon the maturities of the underlying contracts.

		December 31, 2012
(Millions)	Balance Sheet Presentation *	Assets		Liabilities
Natural gas contracts	Other Current	$	0.1	$	0.6
FTRs	Other Current	1.2		0.1
Petroleum product contracts	Other Current	0.1		—
Coal contracts	Other Current	0.3		4.7
Coal contracts	Other Long-term	2.2		4.3
	Other Current	1.7		5.4
	Other Long-term	2.2		4.3
Total		$	3.9	$	9.7

*   We classify assets and liabilities from risk management activities as current or long-term based upon the maturities of the underlying contracts.

Offsetting Derivative Assets And Liabilities Subject To Master Netting Arrangement Table Text Block [Table Text Block]

The following tables show the potential effect on our financial position of netting arrangements for recognized derivative assets and liabilities:

	September 30, 2013
(Millions)	Gross Amount		Potential Effects of Netting, Including Cash Collateral		Net Amount
Derivative assets subject to master netting or similar arrangements	$	2.5	$	0.6	$	1.9
Derivative assets not subject to master netting or similar arrangements	1.5				1.5
Total risk management assets	$	4.0			$	3.4
Derivative liabilities subject to master netting or similar arrangements	$	0.7	$	0.6	$	0.1
Derivative liabilities not subject to master netting or similar arrangements	2.7				2.7
Total risk management liabilities	$	3.4			$	2.8

	December 31, 2012
(Millions)	Gross Amount		Potential Effects of Netting, Including Cash Collateral		Net Amount
Derivative assets subject to master netting or similar arrangements	$	1.4	$	0.2	$	1.2
Derivative assets not subject to master netting or similar arrangements	2.5				2.5
Total risk management assets	$	3.9			$	3.7
Derivative liabilities subject to master netting or similar arrangements	$	0.7	$	0.7	$	—
Derivative liabilities not subject to master netting or similar arrangements	9.0				9.0
Total risk management liabilities	$	9.7			$	9.0

Schedule of Derivative Instruments Cash Collateral Positions [Table Text Block]

The following table shows our cash collateral positions:

(Millions)	September 30, 2013		December 31, 2012
Cash collateral provided to others related to contracts under master netting or similar arrangements *	$	3.5	$	4.3

*   Reflected in other current assets on the balance sheets.

Schedule of unrealized gains (losses) recorded related to derivatives

The following table shows the unrealized gains (losses) recorded related to derivative contracts:

		Three Months Ended September 30						Nine Months Ended September 30
(Millions)	Financial Statement Presentation	2013			2012			2013			2012
Natural gas	Balance Sheet — Regulatory assets (current)	$	(0.2	)	$	0.3		$	0.3		$	2.8
Natural gas	Balance Sheet — Regulatory liabilities (current)	—			0.3			(0.1		)	0.6
Natural gas	Balance Sheet — Regulatory liabilities (long-term)	—			0.1			—			0.1
Natural gas	Income Statement — Cost of fuel, natural gas, and purchased power	—			0.1			—			0.2
FTRs	Balance Sheet — Regulatory assets (current)	0.8			—			—			(0.6		)
FTRs	Balance Sheet — Regulatory liabilities (current)	—			—			(0.3		)	0.3
Petroleum	Balance Sheet — Regulatory assets (current)	0.1			0.2			—			0.1
Petroleum	Balance Sheet — Regulatory liabilities (current)	—			0.1			—			0.1
Petroleum	Income Statement — Operating and maintenance expense	(0.1		)	—			(0.1		)	—
Coal	Balance Sheet — Regulatory assets (current)	(0.6		)	0.7			2.1			(2.5		)
Coal	Balance Sheet — Regulatory assets (long-term)	0.2			(0.1		)	4.2			0.1
Coal	Balance Sheet — Regulatory liabilities (current)	—			—			(0.3		)	—
Coal	Balance Sheet — Regulatory liabilities (long-term)	1.5			—			(0.7		)	—

Schedule of notional volumes of outstanding derivative contracts

We had the following notional volumes of outstanding derivative contracts:

	September 30, 2013			December 31, 2012
Commodity	Purchases	Sales	Other  Transactions	Purchases	Other Transactions
Natural gas (millions of therms)	200.2	—	N/A	86.1	N/A
FTRs (millions of kilowatt-hours)	N/A	N/A	5,524.8	N/A	3,838.2
Petroleum products (barrels)	36,803.0	9,000.0	N/A	33,002.0	N/A
Coal contract (millions of tons)	5.1	N/A	N/A	5.1	N/A

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REGULATORY ENVIRONMENT

9 Months Ended

Sep. 30, 2013

Regulated Operations [Abstract]

REGULATORY ENVIRONMENT

REGULATORY ENVIRONMENT

Wisconsin

2014 Rate Case

In March 2013, we filed an application with the PSCW to increase retail electric and natural gas rates $71.1 million and $19.0 million, respectively, with rates proposed to be effective January 1, 2014. The filing includes a request for a 10.75% return on common equity and a common equity ratio of 51.11% in our regulatory capital structure. The proposed retail electric rate increase is primarily driven by the purchase and operation of the Fox Energy Center, the completion of a one-time fuel refund to customers in 2013, increased electric transmission costs, additional construction related to the installation of environmental controls and the improvement of electric reliability, the recovery of pension and other employee benefit costs deferred in 2013 rates, and general inflation. Partially offsetting these increases are lower purchased power capacity costs and a refund to customers resulting from our decoupling mechanism. The proposed retail natural gas rate increase is generally the result of the recovery of amounts related to decoupling, increased costs of inspecting natural gas lines for safety, the recovery of pension and other employee benefit costs deferred in 2013 rates, and general inflation.

In August 2013, the PSCW Staff submitted testimony and recommended rate increases of $9.3 million and $7.8 million for retail electric and natural gas, respectively, reflecting a 10.20% return on common equity. Their recommendation also included a common equity ratio of 50.14% in our regulatory capital structure. The PSCW held both technical and public hearings in September 2013. In October 2013, we issued an initial brief revising our requested retail electric and natural gas rate increases to approximately $60 million and approximately $14 million, respectively, including a reduced return on common equity of 10.60%. Included in these revised amounts, is our request for recovery of $1.7 million for the Wisconsin retail allocation of environmental remediation capital and operating costs related to our Consent Decree with the EPA. See Note 9, "Commitments and Contingencies," for more information. Finally, we requested the removal of the annual caps associated with the decoupling mechanism that is currently in place. Our revised request is a result of our current position on contested issues. New rates are expected to be effective January 1, 2014.

2013 Rates

In December 2012, the PSCW issued an order approving a settlement agreement, effective January 1, 2013. The settlement agreement included a $28.5 million imputed retail electric rate increase, partially offset by the actual 2012 fuel refund of $20.5 million. The difference between the 2012 fuel refund and the rate increase is being deferred for recovery in a future rate proceeding. As a result, there was no change to customers' 2013 retail electric rates. The settlement agreement also included a $3.4 million retail natural gas rate decrease, which included a deferral of $2.1 million of pension and other employee benefit costs that will be recovered in a future rate proceeding. The 2013 electric and natural gas rates were reduced based on updated December 31, 2012, pension and other employee benefit cost estimates, which were filed with the PSCW in March 2013. The settlement agreement reflected a 10.30% return on common equity and a common equity ratio of 51.61% in our regulatory capital structure. In addition, we were authorized recovery of $5.9 million related to income tax amounts previously expensed due to the Federal Health Care Reform Act. As a result, this amount was recorded as a regulatory asset in 2012, and recovery from customers began in 2013. The settlement agreement also authorized the recovery of direct Cross State Air Pollution Rule (CSAPR) costs incurred through the end of 2012. Lastly, the settlement agreement authorized us to switch from production tax credits to Section 1603 Grants for the Crane Creek Wind Project.

A new decoupling mechanism for natural gas and electric residential and small commercial and industrial customers was approved as part of the settlement agreement on a pilot basis for 2013. The mechanism is based on total rate case-approved margins, rather than being calculated on a per-customer basis. The mechanism does not cover all customer classes, and it continues to include an annual $14.0 million cap for electric service and an annual $8.0 million cap for natural gas service. Amounts recoverable from or refundable to customers are subject to these caps and are included in rates upon approval in a rate proceeding.

2012 Rates

In December 2011, the PSCW issued a final written order, effective January 1, 2012. It authorized an electric rate increase of $8.1 million and required a natural gas rate decrease of $7.2 million. The electric rate increase was driven by projected increases in fuel and purchased power costs. However, to the extent that actual fuel and purchased power costs exceeded a 2% price variance from costs included in rates, they were deferred for recovery or refund in a future rate proceeding. The rate order allowed for the netting of the 2010 electric decoupling under-collection with the 2011 electric decoupling over-collection and reflected reduced contributions to the Focus on Energy Program. The rate order also allowed for the deferral of direct CSAPR compliance costs, including carrying costs.

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RISK MANAGEMENT ACTIVITIES RISK MANAGEMENT ACTIVITIES (Details 3) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Assets
Derivative assets subject to master netting or similar arrangements, gross amount	$ 2.5	$ 1.4
Potential Effects of Netting, Including Cash Collateral	0.6	0.2
Derivative assets subject to master netting or similar arrangements, net amount	1.9	1.2
Derivative assets not subject to master netting arrangement	1.5	2.5
Risk Management Asset	4.0	3.9
Total Risk Management Assets, Net Amount	3.4	3.7
Liabilities
Derivative liabilities subject to master netting or similar arrangements, gross amount	0.7	0.7
Potential Effects of Netting, Including Cash Collateral	0.6	0.7
Derivative liabilities subject to master netting or similar arrangements, net amount	0.1	0
Derivative liabilities not subject to master netting arrangement	2.7	9.0
Risk Management Liability	3.4	9.7
Total Risk Management Liabilities, Net Amount	2.8	9.0
Cash collateral provided to others related to contracts under master netting or similar arrangements	$ 3.5	$ 4.3

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STOCK-BASED COMPENSATION (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Information related to share based awards
Total stock-based compensation expense	$ 1.4	$ 1.1	$ 4.8	$ 4.9
Deferred Income tax benefit	0.6	0.4	1.9	2.0
Stock-based compensation cost capitalized	0	0	0	0
Stock options
Information related to share based awards
Total stock-based compensation expense	0.2	0.2	0.5	0.4
Performance stock rights
Information related to share based awards
Total stock-based compensation expense	0.4	0.1	1.7	1.8
Restricted share units
Information related to share based awards
Total stock-based compensation expense	$ 0.8	$ 0.8	$ 2.6	$ 2.7

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SEGMENTS OF BUSINESS (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013 segment	Sep. 30, 2012
Segment Reporting [Abstract]
Number of reportable segments			3
Segment reporting information
External revenues	$ 371.9	$ 378.1	$ 1,173.1	$ 1,119.8
Intersegment revenues	0	0	0	0
Depreciation and amortization expense	27.6	24.1	78.8	72.0
Miscellaneous income	6.0	3.8	16.9	11.4
Interest expense	10.7	10.5	31.9	31.9
Provision for income taxes	22.8	14.4	64.7	48.1
Preferred stock dividend requirements	(0.7)	(0.7)	(2.3)	(2.3)
Net income (loss) attributed to common shareholder	37.0	42.5	107.5	107.2
Other
Segment reporting information
External revenues	0	0	0	0
Intersegment revenues	0.5	0.3	1.1	1.0
Depreciation and amortization expense	0.2	0.1	0.5	0.5
Miscellaneous income	3.2	2.9	10.3	9.9
Interest expense	0.7	0.5	1.7	1.6
Provision for income taxes	1.0	0.9	2.9	2.4
Preferred stock dividend requirements	0	0	0	0
Net income (loss) attributed to common shareholder	1.7	1.3	6.0	6.1
Reconciling Eliminations
Segment reporting information
External revenues	0	0	0	0
Intersegment revenues	(4.6)	(4.7)	(9.4)	(8.5)
Depreciation and amortization expense	(0.1)	(0.1)	(0.4)	(0.4)
Miscellaneous income	0	0	0	0
Interest expense	0	0	0	0
Provision for income taxes	0	0	0	0
Preferred stock dividend requirements	0	0		0
Net income (loss) attributed to common shareholder	0	0	0	0
Utility Segments
Segment reporting information
External revenues	371.9	378.1	1,173.1	1,119.8
Intersegment revenues	4.1	4.4	8.3	7.5
Depreciation and amortization expense	27.5	24.1	78.7	71.9
Miscellaneous income	2.8	0.9	6.6	1.5
Interest expense	10.0	10.0	30.2	30.3
Provision for income taxes	21.8	13.5	61.8	45.7
Preferred stock dividend requirements	(0.7)	(0.7)	(2.3)	(2.3)
Net income (loss) attributed to common shareholder	35.3	41.2	101.5	101.1
Utility Segments | Electric Utility
Segment reporting information
External revenues	331.7	343.1	946.0	922.6
Intersegment revenues	0	0	0	0
Depreciation and amortization expense	23.6	20.3	66.9	60.5
Miscellaneous income	2.8	0.8	6.5	1.4
Interest expense	7.9	8.0	23.8	24.4
Provision for income taxes	23.8	17.3	52.9	38.8
Preferred stock dividend requirements	(0.6)	(0.6)	(1.9)	(1.9)
Net income (loss) attributed to common shareholder	38.3	43.9	87.1	86.5
Utility Segments | Natural Gas Utility
Segment reporting information
External revenues	40.2	35.0	227.1	197.2
Intersegment revenues	4.1	4.4	8.3	7.5
Depreciation and amortization expense	3.9	3.8	11.8	11.4
Miscellaneous income	0	0.1	0.1	0.1
Interest expense	2.1	2.0	6.4	5.9
Provision for income taxes	(2.0)	(3.8)	8.9	6.9
Preferred stock dividend requirements	(0.1)	(0.1)	(0.4)	(0.4)
Net income (loss) attributed to common shareholder	$ (3.0)	$ (2.7)	$ 14.4	$ 14.6

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SEGMENTS OF BUSINESS (Tables)

9 Months Ended

Sep. 30, 2013

Segment Reporting [Abstract]

Schedule of information related to reportable segments

The table below presents information related to our reportable segments:

	Regulated Utilities
(Millions)	Electric Utility			Natural Gas Utility			Total Utility			Other		Reconciling Eliminations			WPS Consolidated
Three Months Ended September 30, 2013
External revenues	$	331.7		$	40.2		$	371.9		$	—	$	—		$	371.9
Intersegment revenues	—			4.1			4.1			0.5		(4.6		)	—
Depreciation and amortization expense	23.6			3.9			27.5			0.2		(0.1		)	27.6
Miscellaneous income	2.8			—			2.8			3.2		—			6.0
Interest expense	7.9			2.1			10.0			0.7		—			10.7
Provision (benefit) for income taxes	23.8			(2.0		)	21.8			1.0		—			22.8
Preferred stock dividend requirements	(0.6		)	(0.1		)	(0.7		)	—		—			(0.7		)
Net income (loss) attributed to common shareholder	38.3			(3.0		)	35.3			1.7		—			37.0
	Regulated Utilities
(Millions)	Electric Utility			Natural Gas Utility			Total Utility			Other		Reconciling Eliminations			WPS Consolidated
Three Months Ended September 30, 2012
External revenues	$	343.1		$	35.0		$	378.1		$	—	$	—		$	378.1
Intersegment revenues	—			4.4			4.4			0.3		(4.7		)	—
Depreciation and amortization expense	20.3			3.8			24.1			0.1		(0.1		)	24.1
Miscellaneous income	0.8			0.1			0.9			2.9		—			3.8
Interest expense	8.0			2.0			10.0			0.5		—			10.5
Provision (benefit) for income taxes	17.3			(3.8		)	13.5			0.9		—			14.4
Preferred stock dividend requirements	(0.6		)	(0.1		)	(0.7		)	—		—			(0.7		)
Net income (loss) attributed to common shareholder	43.9			(2.7		)	41.2			1.3		—			42.5
	Regulated Utilities
(Millions)	Electric Utility			Natural Gas Utility			Total Utility			Other		Reconciling Eliminations			WPS Consolidated
Nine Months Ended September 30, 2013
External revenues	$	946.0		$	227.1		$	1,173.1		$	—	$	—		$	1,173.1
Intersegment revenues	—			8.3			8.3			1.1		(9.4		)	—
Depreciation and amortization expense	66.9			11.8			78.7			0.5		(0.4		)	78.8
Miscellaneous income	6.5			0.1			6.6			10.3		—			16.9
Interest expense	23.8			6.4			30.2			1.7		—			31.9
Provision for income taxes	52.9			8.9			61.8			2.9		—			64.7
Preferred stock dividend requirements	(1.9		)	(0.4		)	(2.3		)	—		—			(2.3		)
Net income attributed to common shareholder	87.1			14.4			101.5			6.0		—			107.5
	Regulated Utilities
(Millions)	Electric Utility			Natural Gas Utility			Total Utility			Other		Reconciling Eliminations			WPS Consolidated
Nine Months Ended September 30, 2012
External revenues	$	922.6		$	197.2		$	1,119.8		$	—	$	—		$	1,119.8
Intersegment revenues	—			7.5			7.5			1.0		(8.5		)	—
Depreciation and amortization expense	60.5			11.4			71.9			0.5		(0.4		)	72.0
Miscellaneous income	1.4			0.1			1.5			9.9		—			11.4
Interest expense	24.4			5.9			30.3			1.6		—			31.9
Provision for income taxes	38.8			6.9			45.7			2.4		—			48.1
Preferred stock dividend requirements	(1.9		)	(0.4		)	(2.3		)	—		—			(2.3		)
Net income attributed to common shareholder	86.5			14.6			101.1			6.1		—			107.2

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EMPLOYEE BENEFIT PLANS (Tables)

9 Months Ended

Sep. 30, 2013

Compensation and Retirement Disclosure [Abstract]

Schedule of components of net periodic benefit cost for benefit plans

The following table shows the components of net periodic benefit cost (including amounts capitalized to our balance sheets) for our benefit plans:

	Pension Benefits												Other Postretirement Benefits
	Three Months Ended September 30						Nine Months Ended September 30						Three Months Ended September 30						Nine Months Ended September 30
(Millions)	2013			2012			2013			2012			2013			2012			2013			2012
Service cost	$	2.7		$	3.2		$	8.1		$	9.6		$	2.6		$	2.1		$	7.9		$	6.4
Interest cost	7.6			8.5			22.9			25.5			3.4			3.8			10.1			11.3
Expected return on plan assets	(14.3		)	(13.8		)	(42.9		)	(41.5		)	(3.7		)	(3.6		)	(11.1		)	(10.9		)
Amortization of transition obligation	—			—			—			—			—			0.1			—			0.2
Amortization of prior service cost (credit)	0.9			1.1			2.7			3.4			(0.6		)	(0.8		)	(1.6		)	(2.3		)
Amortization of net actuarial loss	6.0			3.7			18.0			11.1			1.9			1.4			5.6			4.2
Net periodic benefit cost	$	2.9		$	2.7		$	8.8		$	8.1		$	3.6		$	3.0		$	10.9		$	8.9

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STOCK-BASED COMPENSATION (Tables)

9 Months Ended

Sep. 30, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of stock-based compensation expense and the related deferred tax benefit recognized in income

The following table reflects the stock-based compensation expense and the related deferred tax benefit recognized in income for the three and nine months ended September 30:

	Three Months Ended September 30				Nine Months Ended September 30
(Millions)	2013		2012		2013		2012
Stock options	$	0.2	$	0.2	$	0.5	$	0.4
Performance stock rights	0.4		0.1		1.7		1.8
Restricted share units	0.8		0.8		2.6		2.7
Total stock-based compensation expense	$	1.4	$	1.1	$	4.8	$	4.9
Deferred income tax benefit	$	0.6	$	0.4	$	1.9	$	2.0

Schedule of weighted-average fair values per stock option along with the assumptions incorporated into the valuation model

The following table shows the weighted-average fair value per stock option granted during the nine months ended September 30, 2013, along with the assumptions incorporated into the valuation model:

	February 2013 Grant
Weighted-average fair value per option	$6.03
Expected term	5 years
Risk-free interest rate	0.18% – 2.11%
Expected dividend yield	5.33%
Expected volatility	24%

Summary of stock option activity and information related to outstanding and exercisable stock options

A summary of stock option activity for the nine months ended September 30, 2013, and information related to outstanding and exercisable stock options at September 30, 2013, is presented below:

	Stock Options		Weighted-Average  Exercise Price Per  Share		Weighted-Average  Remaining Contractual Life (in Years)	Aggregate  Intrinsic Value (Millions)
Outstanding at December 31, 2012	66,852		$	49.95
Granted	19,364		56.00
Exercised	(33,473	)	49.28
Outstanding at September 30, 2013	52,743		$	52.60	7.2	$	0.2
Exercisable at September 30, 2013	15,291		$	51.49	4.0	$	0.1

Disclosure of performance stock rights assumptions

The table below reflects the assumptions used in the valuation of the outstanding grants at September 30:

	2013
Risk-free interest rate	0.26% – 1.27%
Expected dividend yield	5.18% – 5.34%
Expected volatility	19% – 36%

Summary of activity related to restricted share unit awards (equity and liability awards)

A summary of the activity related to all restricted share unit awards (equity and liability awards) for the nine months ended September 30, 2013, is presented below:

	Restricted Share Unit Awards		Weighted-Average Grant Date Fair Value
Outstanding at December 31, 2012	67,954		$	48.26
Granted	23,055		56.05
Dividend equivalents	2,304		52.02
Vested and released	(28,079	)	46.20
Outstanding at September 30, 2013	65,234		$	52.04

Performance Stock Rights Accounted for as Equity Awards

Information related to share based awards

Summary of the activity related to performance stock rights

A summary of the activity for the nine months ended September 30, 2013, related to performance stock rights accounted for as equity awards is presented below:

	Performance Stock Rights		Weighted-Average Fair Value (2)
Outstanding at December 31, 2012	4,908		$	66.95
Granted	1,374		48.50
Award modifications (1)	2,601		39.80
Distributed	(4,318	)	74.53
Adjustment for final payout	996		74.53
Outstanding at September 30, 2013	5,561		$	45.16

⁽¹⁾Six months prior to the end of the performance period, employees can no longer change their election to defer the value of their performance stock rights into the deferred compensation plan. As a result, any awards not elected for deferral at this point in the performance period will be settled in Integrys Energy Group's common stock. This changes the classification of these awards from a liability award to an equity award. The change in classification is accounted for as an award modification.

⁽²⁾  Reflects the weighted-average fair value used to measure equity awards. Equity awards are measured using the grant date fair value or the fair value on the modification date.

Performance Stock Rights Accounted for as Liability Awards

Information related to share based awards

Summary of the activity related to performance stock rights

A summary of the activity for the nine months ended September 30, 2013, related to performance stock rights accounted for as liability awards is presented below:

	Performance Stock Rights
Outstanding at December 31, 2012	6,774
Granted	5,489
Award modifications *	(2,601	)
Distributed	(573	)
Adjustment for final payout	133
Outstanding at September 30, 2013	9,222

* Six months prior to the end of the performance period, employees can no longer change their election to defer the value of their performance stock rights into the deferred compensation plan. As a result, any awards not elected for deferral at this point in the performance period will be settled in Integrys Energy Group's common stock. This changes the classification of these awards from a liability award to an equity award. The change in classification is accounted for as an award modification.

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SHORT-TERM DEBT AND LINES OF CREDIT

9 Months Ended

Sep. 30, 2013

SHORT-TERM DEBT AND LINES OF CREDIT

SHORT-TERM DEBT AND LINES OF CREDIT

SHORT-TERM DEBT AND LINES OF CREDIT

Our outstanding short-term borrowings were as follows:

(Millions, except percentages)	September 30, 2013			December 31, 2012
Commercial paper	$	114.4		$	95.4
Average discount rate on commercial paper	0.15		%	0.24		%
Loan under term credit facility	$	200.0		$	—
Average interest rate on loan under term credit facility	0.78		%	—

Our average amount of commercial paper borrowings based on daily outstanding balances during the nine months ended September 30, 2013, and 2012, was $88.4 million and $156.3 million, respectively.

We manage our liquidity by maintaining adequate external financing commitments. The information in the table below relates to our short-term debt and revolving credit facilities used to support our commercial paper borrowing program, including remaining available capacity under these facilities:

(Millions)	Maturity	September 30, 2013		December 31, 2012
Revolving credit facility	05/17/2014	$	135.0	$	135.0
Revolving credit facility	06/13/2017	115.0		115.0
Term credit facility	12/31/2013	200.0		—
Total short-term credit capacity		$	450.0	$	250.0
Less:
Loan outstanding under term credit facility		$	200.0	$	—
Commercial paper outstanding		114.4		95.4
Available capacity under existing agreements		$	135.6	$	154.6

The loan outstanding under our term credit facility relates to the purchase of Fox Energy Company LLC and must be repaid upon the earlier of our issuance of replacement long-term debt or December 31, 2013. See Note 4, "Acquisition of Fox Energy Center," for more information. The commercial paper outstanding at September 30, 2013, had maturity dates ranging from October 1, 2013, through October 22, 2013.

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FAIR VALUE (Details 4) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Carrying value and estimated fair value of financial instruments
Long-term debt	$ 849.5	$ 871.4
Long-term debt to parent	6.6	7.2
Preferred stock	51.2	51.2
Carrying Amount
Carrying value and estimated fair value of financial instruments
Long-term debt	849.5	871.4
Long-term debt to parent	6.6	7.2
Preferred stock	51.2	51.2
Fair Value
Carrying value and estimated fair value of financial instruments
Long-term debt	858.4	966.2
Long-term debt to parent	7.2	8.2
Preferred stock	$ 61.8	$ 52.8

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ACQUISITION OF FOX ENERGY CENTER ACQUISITION OF FOX ENERGY CENTER (Tables)

9 Months Ended

Sep. 30, 2013

Business Acquisition, Purchase Price Allocation [Abstract]

Schedule of Purchase Price Allocation [Table Text Block]

The purchase price was allocated based on the estimated fair values of the assets acquired and the liabilities assumed at the date of acquisition, as follows:

(Millions)
Assets acquired (1)
Inventories - materials and supplies	$	3.0
Other current assets	0.4
Property, plant, and equipment	374.4
Other long-term assets (2)	15.6
Total assets acquired	$	393.4
Liabilities assumed
Accounts payable	$	1.8
Total liabilities assumed	$	1.8

⁽¹⁾  Relates to the electric utility segment.

⁽²⁾  Intangible assets recorded for contractual services agreements. See Note 5, "Goodwill and Other Intangible Assets," for more information.

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RISK MANAGEMENT ACTIVITIES (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Derivative assets and liabilities from risk management activities
Risk Management Asset	$ 4.0	$ 3.9
Risk Management Liability	3.4	9.7
Non-hedge derivatives
Derivative assets and liabilities from risk management activities
Other current assets from risk management activities	2.5	1.7
Other long-term assets from risk management activities	1.5	2.2
Risk Management Asset	4.0	3.9
Other current liabilities from risk management activities	3.3	5.4
Other long-term liabilities from risk management activities	0.1	4.3
Risk Management Liability	3.4	9.7
Non-hedge derivatives | Natural gas contracts
Derivative assets and liabilities from risk management activities
Other current assets from risk management activities	0.3	0.1
Other current liabilities from risk management activities	0.2	0.6
Non-hedge derivatives | FTRs
Derivative assets and liabilities from risk management activities
Other current assets from risk management activities	2.2	1.2
Other current liabilities from risk management activities	0.4	0.1
Non-hedge derivatives | Petroleum product contracts
Derivative assets and liabilities from risk management activities
Other current assets from risk management activities	0	0.1
Other current liabilities from risk management activities	0.1	0
Non-hedge derivatives | Coal contract
Derivative assets and liabilities from risk management activities
Other current assets from risk management activities	0	0.3
Other long-term assets from risk management activities	1.5	2.2
Other current liabilities from risk management activities	2.6	4.7
Other long-term liabilities from risk management activities	$ 0.1	$ 4.3
Designated as Hedging Instrument [Member]
Derivative assets and liabilities from risk management activities
Derivative, Number of Instruments Held	0

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COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2013

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

(a) Unconditional Purchase Obligations and Purchase Order Commitments

We routinely enter into long-term purchase and sale commitments for various quantities and lengths of time. We have obligations to distribute and sell electricity and natural gas to our customers and expect to recover costs related to these obligations in future customer rates. The following table shows our minimum future commitments related to these purchase obligations as of September 30, 2013.

				Payments Due By Period
(Millions)	Date Contracts Extend Through	Total Amounts Committed		2013		2014		2015		2016		2017		Later Years
Electric utility
Purchased power	2029	$	783.8	$	35.7	$	61.3	$	32.0	$	28.2	$	27.0	$	599.6
Coal supply and transportation	2018	110.6		17.3		44.4		31.9		9.5		6.0		1.5
Natural gas utility supply and transportation	2024	281.8		12.6		46.6		43.3		39.5		38.4		101.4
Total		$	1,176.2	$	65.6	$	152.3	$	107.2	$	77.2	$	71.4	$	702.5

We also had commitments of $365.0 million in the form of purchase orders issued to various vendors at September 30, 2013, that relate to normal business operations, including construction projects.

(b) Environmental Matters

Air Permitting Violation Claims

Weston and Pulliam Clean Air Act (CAA) Issues:

In November 2009, the EPA issued a Notice of Violation (NOV) to us alleging violations of the CAA's New Source Review requirements relating to certain projects completed at the Weston and Pulliam plants from 1994 to 2009. We reached a settlement agreement with the EPA regarding this NOV and signed a Consent Decree. This Consent Decree was approved by the U.S. District Court (Court) in March 2013, after a public comment period. The final Consent Decree includes:

• the installation of emission control technology, including ReACT™ on Weston 3,

• changed operating conditions (including refueling, repowering, and/or retirement of units),

• limitations on plant emissions,

• beneficial environmental projects totaling $6.0 million (various options, including capital projects, are available), and

• a civil penalty of $1.2 million.

As mentioned above, the Consent Decree contains a requirement to refuel, repower, and/or retire certain Weston and Pulliam units. As of September 30, 2013, no decision had been made on how to address this requirement. Therefore, retirement of the Weston and Pulliam units mentioned in the Consent Decree was not considered probable.

We believe that significant costs prudently incurred as a result of complying with the terms of the Consent Decree, with the exception of the civil penalty, will be recoverable from customers.

In May 2010, we received from the Sierra Club a Notice of Intent to file a civil lawsuit based on allegations that we violated the CAA at the Weston and Pulliam plants. We entered into a Standstill Agreement with the Sierra Club by which the parties agreed to negotiate as part of the EPA NOV process, rather than litigate. The Standstill Agreement ended in October 2012, but no further action has been taken by the Sierra Club as of September 30, 2013. It is unknown whether the Sierra Club will take further action in the future.

Columbia and Edgewater CAA Issues:

In December 2009, the EPA issued an NOV to Wisconsin Power and Light (WP&L), the operator of the Columbia and Edgewater plants, and the other joint owners of these plants, including Madison Gas and Electric and us. The NOV alleges violations of the CAA's New Source Review requirements related to certain projects completed at those plants. We, WP&L, and Madison Gas and Electric (Joint Owners) reached a settlement agreement with the EPA regarding this NOV and signed a Consent Decree. This Consent Decree was approved by the Court in June 2013, after a public comment period. The final Consent Decree includes:

• the installation of emission control technology, including scrubbers at the Columbia plant,

• changed operating conditions (including refueling, repowering, and/or retirement of units),

• limitations on plant emissions,

• beneficial environmental projects, with our portion totaling $1.3 million (various options, including capital projects, are available), and

• our portion of a civil penalty and legal fees totaling $0.4 million.

As mentioned above, the Consent Decree contains a requirement to refuel, repower, and/or retire certain of the Columbia and Edgewater units. As of September 30, 2013, no decision had been made on how to address this requirement. Therefore, retirement of the Colombia and Edgewater units mentioned in the Consent Decree was not considered probable.

We believe that significant costs prudently incurred as a result of complying with the terms of the Consent Decree, with the exception of the civil penalty, will be recoverable from customers.

In September 2010, the Sierra Club filed a lawsuit against WP&L, which included allegations that modifications made at the Edgewater plant did not comply with the CAA. A similar case had also been filed by the Sierra Club related to the Columbia plant but was dismissed without prejudice due to the impending settlement and Consent Decree. As part of the Consent Decree settlement, the Sierra Club filed a new lawsuit related to the Columbia plant, which gave notice of the filing of the Consent Decree. Both Sierra Club lawsuits against WP&L were dismissed when the Consent Decree was approved by the Court.

Weston Title V Air Permit:

In November 2010, the WDNR provided a draft revised permit for the Weston 4 plant. We objected to proposed changes in mercury limits and requirements on the boilers as beyond the authority of the WDNR and met with the WDNR to resolve these issues. In September 2011, the WDNR issued an updated draft revised permit and a request for public comments. Due to the significance of the changes to the draft revised permit, the WDNR re-issued the draft revised permit for additional comments in February 2013. In July 2012, Clean Wisconsin filed a lawsuit against the WDNR alleging failure to issue or delay in issuing the Weston Title V permit. We and the WDNR both filed motions to dismiss Clean Wisconsin's lawsuit, which the Court granted in February 2013. Clean Wisconsin appealed this decision but voluntarily filed a dismissal of its appeal in July 2013, closing the lawsuit. The dismissal resulted from the WDNR sending the proposed permit to the EPA for action. Later in July 2013, the WDNR issued the air permit. In September 2013, we challenged various requirements in the permit by filing a contested case proceeding with the WDNR and also filed a Petition for Review in the Brown County Circuit Court. The Sierra Club and Clean Wisconsin also filed Petitions for Review and requests for contested case proceedings regarding various aspects of the permit. On October 14, 2013, the WDNR granted all parties' requests for contested case proceedings, except one issue where they asked for clarifying information from us. The Petitions for Review, by all parties, have been stayed pending the resolution of the contested cases.

Columbia Title V Air Permit:

In February 2011, the Sierra Club filed a lawsuit against the EPA seeking to have the EPA take over the Title V permit process from the WDNR for the Columbia plant. The Sierra Club alleged the EPA must now act on the reconsideration of the Title V permit since the WDNR has exceeded its time frame in which to respond to an EPA order issued in 2009. In May 2011, the WDNR issued a revised draft Title V permit in response to the EPA's order. In June 2012, WP&L received notice from the EPA of the EPA's proposal for WP&L to apply for a federally-issued Title V permit since the WDNR had not addressed the EPA's objections to the Title V permit issued for the Columbia plant. Based on the entry of the Consent Decree, which covers the Columbia plant, the EPA has withdrawn its order, and this matter is now closed. This matter did not have a material impact on our financial statements.

WDNR Issued NOVs:

Since 2008, we received four NOVs from the WDNR alleging various violations of the different air permits for the entire Weston plant and Weston 1, Weston 2, and Weston 4 individually. We also received an NOV for a clerical error involving pages missing from a quarterly report for Weston. Corrective actions were taken for the events in the five NOVs. In December 2011, the WDNR referred several of the claims in the NOVs to the state Justice Department for enforcement. In August 2013, we and the state Justice Department reached a settlement on these claims, which did not have a material impact on our financial statements.

Weston 4 Construction Permit

From 2004 to 2009, the Sierra Club filed various petitions objecting to the construction permit issued for the Weston 4 plant. In June 2010, the Wisconsin Court of Appeals affirmed the Weston 4 construction permit, but directed the WDNR to reopen the permit to set specific visible emissions limits. In July 2010, we, the WDNR, and the Sierra Club filed Petitions for Review with the Wisconsin Supreme Court. In March 2011, the Wisconsin Supreme Court denied all Petitions for Review. Other than the specific visible emissions limits issue, all other challenges to the construction permit are now resolved. We are working with the WDNR to resolve this issue as part of the current Title V air permit issued in July 2013 and subsequent proceedings discussed above. We do not expect this matter to have a material impact on our financial statements.

Mercury and Interstate Air Quality Rules

Mercury:

The State of Wisconsin's mercury rule requires a 40% reduction from historical baseline mercury emissions, beginning January 1, 2010, through the end of 2014. Beginning in 2015, electric generating units above 150 megawatts will be required to reduce mercury emissions by 90% from the historical baseline. Reductions can be phased in and the 90% target delayed until 2021 if additional sulfur dioxide and nitrogen oxide reductions are implemented. By 2015, electric generating units above 25 megawatts, but less than 150 megawatts, must reduce their mercury emissions to a level defined by the Best Available Control Technology rule. As of September 30, 2013, we estimate capital costs of approximately $9 million for our wholly owned plants to achieve the required reductions. The capital costs are expected to be recovered in future rates.

In December 2011, the EPA issued the final Utility Mercury and Air Toxics Standards (MATS), which will regulate emissions of mercury and other hazardous air pollutants beginning in 2015. The State of Wisconsin is in the process of revising the compliance date in the state mercury rules to be consistent with the MATS rule. We are currently evaluating options for achieving the emission limits specified in this rule, but we do not anticipate the cost of compliance to be significant. We expect to recover future compliance costs in future rates.

Sulfur Dioxide and Nitrogen Oxide:

In July 2011, the EPA issued a final rule known as the Cross State Air Pollution Rule (CSAPR), which numerous parties, including us, challenged in the United States Court of Appeals for the District of Columbia Circuit (D.C. Circuit). The new rule was to become effective in January 2012. However, in December 2011, the CSAPR requirements were stayed by the D.C. Circuit and a previous rule, the Clean Air Interstate Rule (CAIR), was implemented during the stay period. In August 2012, the D.C. Circuit issued their ruling vacating and remanding CSAPR and simultaneously reinstating CAIR pending the issuance of a replacement rule by the EPA. In October 2012, the EPA and several other parties filed petitions for a rehearing of the D.C. Circuit's decision, which the D.C. Circuit denied in January 2013. In March 2013, the EPA requested that the United States Supreme Court (Supreme Court) review the D.C. Circuit's rejection of CSAPR. In June 2013, the Supreme Court agreed to review the case, but a decision is not expected until 2014.

Under CAIR, units affected by the Best Available Retrofit Technology (BART) rule were considered in compliance with BART for sulfur dioxide and nitrogen oxide emissions if they were in compliance with CAIR. This determination was updated when CSAPR was issued (CSAPR satisfied BART), and the EPA has not revised it to reflect the reinstatement of CAIR. Although particulate emissions also contribute to visibility impairment, the WDNR's modeling has shown the impairment to be so insignificant that additional capital expenditures on controls may not be warranted.

Due to the uncertainty surrounding this rulemaking, we are currently unable to predict whether we will have to purchase additional emission allowances, idle or abandon certain units, or change how certain units are operated. We expect to recover any future compliance costs in future rates.

Manufactured Gas Plant Remediation

We operated facilities in the past at multiple sites for the purpose of manufacturing and storing manufactured gas. In connection with these activities, waste materials were produced that may have resulted in soil and groundwater contamination at these sites. Under certain laws and regulations relating to the protection of the environment, we are required to undertake remedial action with respect to some of these materials. We are coordinating the investigation and cleanup of the sites subject to EPA jurisdiction under what is called a "multi-site" program. This program involves prioritizing the work to be done at the sites, preparation and approval of documents common to all of the sites, and use of a consistent approach in selecting remedies.

We are responsible for the environmental remediation of ten sites, of which seven have been transferred to the EPA Superfund Alternative Sites Program. Under the EPA's program, the remedy decisions at these sites will be made using risk-based criteria typically used at Superfund sites. As of September 30, 2013, we estimated and accrued for $64.9 million of future undiscounted investigation and cleanup costs for all sites. We may adjust these estimates in the future due to remedial technology, regulatory requirements, remedy determinations, and any claims of natural resource damages. As of September 30, 2013, cash expenditures for environmental remediation not yet recovered in rates were $13.0 million. We recorded a regulatory asset of $77.9 million at September 30, 2013, which is net of insurance recoveries received of $25.8 million, related to the expected recovery through rates of both cash expenditures and estimated future expenditures. Under current PSCW policies, we may not recover carrying costs associated with the cleanup expenditures.

Management believes that any costs incurred for environmental activities relating to former manufactured gas plant operations that are not recoverable through contributions from other entities or from insurance carriers have been prudently incurred and are, therefore, recoverable through rates. Accordingly, we do not expect these costs to have a material impact on our financial statements. However, any changes in the approved rate mechanisms for recovery of these costs, or any adverse conclusions by the PSCW or the MPSC with respect to the prudence of costs actually incurred, could materially affect recovery of such costs through rates.

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GOODWILL AND OTHER INTANGIBLE ASSETS GOODWILL AND OTHER INTANGIBLE ASSETS

9 Months Ended

Sep. 30, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND OTHER INTANGIBLE ASSETS

GOODWILL AND OTHER INTANGIBLE ASSETS

We had no changes to the carrying amount of goodwill during the nine months ended September 30, 2013, and 2012. In the second quarter of 2013, we completed our annual goodwill impairment test, and no impairment resulted from this test.

Our intangible assets consist of contractual service agreements that provide for major maintenance and protection against unforeseen maintenance costs related to the combustion turbine generators at the Fox Energy Center. These contractual service agreements are included in other long-term assets on the balance sheet. At September 30, 2013, the gross carrying amount, accumulated amortization, and net carrying amount of these intangibles were $15.6 million, $1.2 million, and $14.4 million, respectively. The remaining amortization period at September 30, 2013, was approximately seven years. Amortization expense recorded as a component of depreciation and amortization expense in the statements of income for the three and nine months ended September 30, 2013, was $0.6 million and $1.2 million, respectively.

The following table shows our estimated amortization expense for the next five years, including amounts recorded through September 30, 2013:

	For the Year Ending December 31
(Millions)	2013		2014		2015		2016		2017
Amortization to be recorded in depreciation and amortization expense	$	1.8	$	2.2	$	2.2	$	2.2	$	2.2

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CONDENSED CONSOLIDATED STATEMENTS OF CAPITALIZATION (Parenthetical) (USD $)	Sep. 30, 2013
CONDENSED CONSOLIDATED STATEMENTS OF CAPITALIZATION
Common stock, par value (in dollars per share)	$ 4
Common stock, shares authorized	32,000,000
Common stock, shares outstanding	23,896,962
Preferred stock, par value (in dollars per share)	$ 100
Preferred stock, shares authorized	1,000,000

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COMMITMENTS AND CONTINGENCIES (Details 2) (USD $) In Millions, unless otherwise specified	9 Months Ended	1 Months Ended
	Sep. 30, 2013 Natural Gas Utility Manufactured Gas Plant Remediation site	Mar. 31, 2013 Electric Utility Weston and Pulliam Plants	Jun. 30, 2013 Electric Utility Columbia And Edgewater	Sep. 30, 2013 Electric Utility WDNR Issued NOV's NOV	Sep. 30, 2013 Electric Utility Mercury emission MW
Air Permitting Violation Claims
Beneficial environmental project amount		$ 6.0	$ 1.3
Civil penalty and/or legal fees		1.2	0.4
Number of NOV's alleging violations of the air permits received since 2008				4
Number of corrective actions taken for NOV's received				5
Mercury and Interstate Air Quality Rules
Percentage mercury reduction required by the State of Wisconsin's mercury rule through 2014					40.00%
Level of electric generating units above which a 90% reduction in mercury emissions is required by 2015 (in MW)					150
Percentage mercury reduction by 2015 required by the State of Wisconsin's mercury rule, for electric generating units above 150 MW					90.00%
Level of electric generating units above which a reduction in mercury emissions is required by the Best Available Control Technology rule (in MW)					25
Highest level for electric generating units for which a reduction in mercury emissions is required by the Best Available Control Technology rule (in MW)					150
Estimated capital cost to achieve required emission reduction					9
Manufactured Gas Plant Remediation
Number of environmental remediation sites	10
Number of environmental remediation sites transferred to the EPA Superfund Alternative Sites Program	7
Estimated and accrued future undiscounted investigation and cleanup costs for all sites	64.9
Cash expenditures for environmental remediation not yet recovered in rates	13.0
Regulatory assets recorded for cash and estimated future remediation expenditures, net of insurance recoveries received	77.9
Insurance recoveries received	$ 25.8

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SHORT-TERM DEBT AND LINES OF CREDIT (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
Short-term borrowings
Short-term borrowings outstanding	$ 314.4		$ 95.4
Commercial paper
Short-term borrowings
Short-term borrowings outstanding	114.4		95.4
Average interest rate (as a percent)	0.15%		0.24%
Average amount of short-term borrowings outstanding	88.4	156.3
Loan under term credit facility
Short-term borrowings
Short-term borrowings outstanding	$ 200.0		$ 0
Average interest rate (as a percent)	0.78%		0.00%

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INCOME TAXES (Tables)

9 Months Ended

Sep. 30, 2013

Income Tax Disclosure [Abstract]

Schedule of effective tax rates

The table below shows our effective tax rates:

	Three Months Ended September 30				Nine Months Ended September 30
	2013		2012		2013		2012
Effective Tax Rate	37.7	%	25.0	%	37.1	%	30.5	%

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RELATED PARTY TRANSACTIONS (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended		12 Months Ended	3 Months Ended		9 Months Ended			3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended				3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012	Sep. 30, 2013 ATC	Sep. 30, 2012 ATC	Sep. 30, 2013 ATC	Sep. 30, 2012 ATC	Dec. 31, 2012 ATC	Sep. 30, 2013 WRPC	Sep. 30, 2012 WRPC	Sep. 30, 2013 WRPC	Sep. 30, 2012 WRPC	Sep. 30, 2013 WPS Investments, LLC	Sep. 30, 2012 WPS Investments, LLC	Sep. 30, 2013 WPS Investments, LLC	Sep. 30, 2012 WPS Investments, LLC	Sep. 30, 2013 Integrys Energy Group	Dec. 31, 2012 Integrys Energy Group	Sep. 30, 2013 UPPCO Electric Utility	Sep. 30, 2012 UPPCO Electric Utility	Sep. 30, 2013 UPPCO Electric Utility	Sep. 30, 2012 UPPCO Electric Utility	Sep. 30, 2013 Integrys Energy Services Natural gas transactions	Sep. 30, 2012 Integrys Energy Services Natural gas transactions	Sep. 30, 2013 Integrys Energy Services Natural gas transactions	Sep. 30, 2012 Integrys Energy Services Natural gas transactions	Sep. 30, 2013 WPS Leasing Integrys Energy Group	Sep. 30, 2012 WPS Leasing Integrys Energy Group	Sep. 30, 2013 WPS Leasing Integrys Energy Group	Sep. 30, 2012 WPS Leasing Integrys Energy Group	Dec. 31, 2012 WPS Leasing Integrys Energy Group
RELATED PARTY TRANSACTIONS
Long-term debt to parent	$ 6.6		$ 7.2																								$ 6.6		$ 6.6		$ 7.2
Accounts payable to related parties				10.1		10.1		9.2
Liability related to income tax allocation																	6.9	7.4
Amount repaid to related parties	0	22.6	22.6
Sales to related party									0.2	0.2	0.7	0.6							6.4	6.1	17.7	17.1	0.1	0.1	0.3	0.5
Purchases from related party									1.0	1.2	3.0	3.7											0.2	0.1	0.6	0.5
Interest expense																											0.1	0.1	0.4	0.4
Charges from equity method investee for network transmission services				24.6	23.5	73.8	70.6
Charges to equity method investee for services and construction				1.9	1.8	6.0	6.9
Net proceeds from equity method investee's sales of energy to MISO									0	0.6	0	2.4
Income from equity method investee													$ 2.5	$ 2.5	$ 7.6	$ 7.6
Equity method investment, ownership interest (as a percent)													11.44%		11.44%

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FAIR VALUE (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
Assets
Risk Management Asset	$ 4.0		$ 4.0		$ 3.9
Liabilities
Risk Management Liability	3.4		3.4		9.7
Fair Value, Assets and Liabilities Transfers Between the Levels of the Fair Value Hierarchy
Fair Value Transfers, Amount	0	0	0	0
Fair value measurements on a recurring basis | Level 1
Assets
Risk Management Asset	0.3		0.3		0.2
Liabilities
Risk Management Liability	0.3		0.3		0.6
Fair value measurements on a recurring basis | Level 1 | Natural gas contracts
Assets
Risk Management Asset	0.3		0.3		0.1
Liabilities
Risk Management Liability	0.2		0.2		0.6
Fair value measurements on a recurring basis | Level 1 | FTRs
Assets
Risk Management Asset	0		0		0
Liabilities
Risk Management Liability	0		0		0
Fair value measurements on a recurring basis | Level 1 | Petroleum product contracts
Assets
Risk Management Asset					0.1
Liabilities
Risk Management Liability	0.1		0.1
Fair value measurements on a recurring basis | Level 1 | Coal contract
Assets
Risk Management Asset	0		0		0
Liabilities
Risk Management Liability	0		0		0
Fair value measurements on a recurring basis | Level 2
Assets
Risk Management Asset	0		0		0
Liabilities
Risk Management Liability	0		0		0
Fair value measurements on a recurring basis | Level 2 | Natural gas contracts
Assets
Risk Management Asset	0		0		0
Liabilities
Risk Management Liability	0		0		0
Fair value measurements on a recurring basis | Level 2 | FTRs
Assets
Risk Management Asset	0		0		0
Liabilities
Risk Management Liability	0		0		0
Fair value measurements on a recurring basis | Level 2 | Petroleum product contracts
Assets
Risk Management Asset					0
Liabilities
Risk Management Liability	0		0
Fair value measurements on a recurring basis | Level 2 | Coal contract
Assets
Risk Management Asset	0		0		0
Liabilities
Risk Management Liability	0		0		0
Fair value measurements on a recurring basis | Level 3
Assets
Risk Management Asset	3.7		3.7		3.7
Liabilities
Risk Management Liability	3.1		3.1		9.1
Fair value measurements on a recurring basis | Level 3 | Natural gas contracts
Assets
Risk Management Asset	0		0		0
Liabilities
Risk Management Liability	0		0		0
Fair value measurements on a recurring basis | Level 3 | FTRs
Assets
Risk Management Asset	2.2		2.2		1.2
Liabilities
Risk Management Liability	0.4		0.4		0.1
Fair value measurements on a recurring basis | Level 3 | Petroleum product contracts
Assets
Risk Management Asset					0
Liabilities
Risk Management Liability	0		0
Fair value measurements on a recurring basis | Level 3 | Coal contract
Assets
Risk Management Asset	1.5		1.5		2.5
Liabilities
Risk Management Liability	2.7		2.7		9.0
Fair value measurements on a recurring basis | Total
Assets
Risk Management Asset	4.0		4.0		3.9
Liabilities
Risk Management Liability	3.4		3.4		9.7
Fair value measurements on a recurring basis | Total | Natural gas contracts
Assets
Risk Management Asset	0.3		0.3		0.1
Liabilities
Risk Management Liability	0.2		0.2		0.6
Fair value measurements on a recurring basis | Total | FTRs
Assets
Risk Management Asset	2.2		2.2		1.2
Liabilities
Risk Management Liability	0.4		0.4		0.1
Fair value measurements on a recurring basis | Total | Petroleum product contracts
Assets
Risk Management Asset					0.1
Liabilities
Risk Management Liability	0.1		0.1
Fair value measurements on a recurring basis | Total | Coal contract
Assets
Risk Management Asset	1.5		1.5		2.5
Liabilities
Risk Management Liability	$ 2.7		$ 2.7		$ 9.0

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COMMON EQUITY

9 Months Ended

Sep. 30, 2013

Stockholders' Equity Note [Abstract]

COMMON EQUITY

COMMON EQUITY

Various laws, regulations, and financial covenants impose restrictions on our ability to pay dividends to the sole holder of our common stock, Integrys Energy Group.

The PSCW allows us to pay dividends on our common stock of no more than 103% of the previous year's common stock dividend. We may return capital to Integrys Energy Group if our average financial common equity ratio is at least 51% on a calendar year basis. We must obtain PSCW approval if a return of capital would cause our average financial common equity ratio to fall below this level. Integrys Energy Group's right to receive dividends on our common stock is also subject to the prior rights of our preferred shareholders and to provisions in our restated articles of incorporation, which limit the amount of common stock dividends that we may pay if our common stock and common stock surplus accounts constitute less than 25% of our total capitalization.

Our short-term debt obligations contain financial and other covenants, including but not limited to, a requirement to maintain a debt to total capitalization ratio not to exceed 65%. Failure to comply with these covenants could result in an event of default, which could result in the acceleration of outstanding debt obligations.

As of September 30, 2013, total restricted net assets were $1,313.2 million. Our equity in undistributed earnings of 50% or less owned investees accounted for by the equity method was $28.9 million at September 30, 2013.

Except for the restrictions described above and subject to applicable law, we do not have any other significant dividend restrictions.

Integrys Energy Group may provide equity contributions to us or request a return of capital from us in order to maintain utility common equity levels consistent with those allowed by the PSCW. Wisconsin law prohibits us from making loans to or guaranteeing obligations of Integrys Energy Group or its other subsidiaries. During the nine months ended September 30, 2013, we received $200.0 million of equity contributions from Integrys Energy Group, paid common stock dividends of $81.5 million to Integrys Energy Group, and returned $35.0 million of capital to Integrys Energy Group.

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INCOME TAXES

9 Months Ended

Sep. 30, 2013

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

We calculate our interim period provision for income taxes based on our projected annual effective tax rate as adjusted for certain discrete items.

The table below shows our effective tax rates:

	Three Months Ended September 30				Nine Months Ended September 30
	2013		2012		2013		2012
Effective Tax Rate	37.7	%	25.0	%	37.1	%	30.5	%

Our effective tax rate normally differs from the federal statutory tax rate of 35% due to additional provision for state income tax obligations. Other significant items that had an impact on our effective tax rates are noted below.

Our effective tax rates for the three and nine months ended September 30, 2012, were lower than the federal statutory tax rate of 35%. These differences were partially due to a $5.9 million decrease in the provision for income taxes resulting from our 2013 rate case settlement agreement. In the third quarter of 2012, we recorded a regulatory asset after the settlement agreement authorized recovery of deferred income taxes expensed in previous years in connection with the 2010 federal health care reform. See Note 16, "Regulatory Environment," for more information. Our effective tax rates were also impacted by the federal income tax benefit of tax credits related to wind production and other miscellaneous tax adjustments.

During the three and nine months ended September 30, 2013, there was not a significant change in our liability for unrecognized tax benefits.

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MISCELLANEOUS INCOME

9 Months Ended

Sep. 30, 2013

Other Income and Expenses [Abstract]

MISCELLANEOUS INCOME

MISCELLANEOUS INCOME

Total miscellaneous income was as follows:

	Three Months Ended September 30				Nine Months Ended September 30
(Millions)	2013		2012		2013		2012
Earnings from equity-method investments	$	2.8	$	2.6	$	8.6	$	8.2
Equity portion of AFUDC	2.9		0.7		6.6		1.5
Key executive life insurance for retired employees	0.1		—		1.0		1.0
Other	0.2		0.5		0.7		0.7
Total miscellaneous income	$	6.0	$	3.8	$	16.9	$	11.4

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VARIABLE INTEREST ENTITIES

9 Months Ended

Sep. 30, 2013

VARIABLE INTEREST ENTITIES

VARIABLE INTEREST ENTITIES

VARIABLE INTEREST ENTITIES

We had a variable interest in Fox Energy Company LLC through a power purchase agreement related to the cost of fuel. In connection with the purchase of Fox Energy Company LLC in March 2013, we paid $50.0 million for the early termination of this 500-megawatt agreement. See Note 4, "Acquisition of Fox Energy Center," for more information regarding this purchase. We evaluated this variable interest entity for possible consolidation and determined that consolidation was not required since we were not the primary beneficiary of the variable interest entity. The assets and liabilities on our December 31, 2012, balance sheet that related to our involvement with this variable interest entity pertained to working capital accounts and represented the amounts we owed for current deliveries of power.

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Document and Entity Information	9 Months Ended
	Sep. 30, 2013	Nov. 04, 2013
Document and Entity Information
Entity Registrant Name	WISCONSIN PUBLIC SERVICE CORP
Entity Central Index Key	0000107833
Document Type	10-Q
Document Period End Date	Sep. 30, 2013
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		23,896,962
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q3

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FAIR VALUE

9 Months Ended

Sep. 30, 2013

Fair Value Disclosures [Abstract]

FAIR VALUE

FAIR VALUE

Fair Value Measurements

A fair value measurement is required to reflect the assumptions market participants would use in pricing an asset or liability based on the best available information. These assumptions include the risks inherent in a particular valuation technique (such as a pricing model) and the risks inherent in the inputs to the model.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). We use a mid-market pricing convention (the mid-point price between bid and ask prices) as a practical measure for valuing certain derivative assets and liabilities.

Fair value accounting rules provide a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are defined as follows:

Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2 - Pricing inputs are observable, either directly or indirectly, but are not quoted prices included within Level 1. Level 2 includes those financial instruments that are valued using external inputs within models or other valuation methodologies.

Level 3 - Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management's best estimate of fair value.

Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

We determine fair value using a market-based approach that uses observable market inputs where available, and internally developed inputs where observable market data is not readily available. For the unobservable inputs, consideration is given to the assumptions that market participants would use in valuing the asset or liability. These factors include not only the credit standing of the counterparties involved, but also the impact of our nonperformance risk on our liabilities.

We have established a risk oversight committee whose primary responsibility includes directly or indirectly ensuring that all valuation methods are applied in accordance with predefined policies. The development and maintenance of our forward price curves has been assigned to our risk management department, which is part of the corporate treasury function. This group is separate and distinct from the trading function. To validate the reasonableness of our fair value inputs, our risk management department compares changes in valuation and researches any significant differences in order to determine the underlying cause. Changes to the fair value inputs are made if necessary.

The following tables show assets and liabilities that were accounted for at fair value on a recurring basis, categorized by level within the fair value hierarchy:

	September 30, 2013
(Millions)	Level 1		Level 2		Level 3		Total
Risk management assets
Natural gas contracts	$	0.3	$	—	$	—	$	0.3
Financial transmission rights (FTRs)	—		—		2.2		2.2
Coal contracts	—		—		1.5		1.5
Total	$	0.3	$	—	$	3.7	$	4.0
Risk management liabilities
Natural gas contracts	$	0.2	$	—	$	—	$	0.2
FTRs	—		—		0.4		0.4
Petroleum product contracts	0.1		—		—		0.1
Coal contracts	—		—		2.7		2.7
Total	$	0.3	$	—	$	3.1	$	3.4

	December 31, 2012
(Millions)	Level 1		Level 2		Level 3		Total
Risk management assets
Natural gas contracts	$	0.1	$	—	$	—	$	0.1
FTRs	—		—		1.2		1.2
Petroleum product contracts	0.1		—		—		0.1
Coal contracts	—		—		2.5		2.5
Total	$	0.2	$	—	$	3.7	$	3.9
Risk management liabilities
Natural gas contracts	$	0.6	$	—	$	—	$	0.6
FTRs	—		—		0.1		0.1
Coal contracts	—		—		9.0		9.0
Total	$	0.6	$	—	$	9.1	$	9.7

The risk management assets and liabilities listed in the tables above include NYMEX futures and options, as well as financial contracts used to manage transmission congestion costs in the MISO market. NYMEX contracts are valued using the NYMEX end-of-day settlement price, which is a Level 1 input. The valuation for FTRs is derived from historical data from MISO, which is considered a Level 3 input. The valuation for physical coal contracts categorized in Level 3 is based on significant assumptions made to extrapolate prices from the last quoted period through the end of the transaction term. For more information on our derivative instruments, see Note 3, "Risk Management Activities." There were no transfers between the levels of the fair value hierarchy during the three or nine months ended September 30, 2013, and 2012.

The significant unobservable inputs used in the valuation that resulted in categorization within Level 3 were as follows at September 30, 2013. The amounts and percentages listed in the table below represent the range of unobservable inputs that individually had a significant impact on the fair value determination and caused a derivative to be classified as Level 3.

	Fair Value (Millions)
	Assets		Liabilities		Valuation Technique	Unobservable Input	Average or Range
FTRs	$	2.2	$	0.4	Market-based	Forward market prices ($/megawatt-month) (1)	$116.47
Coal contract	1.5		2.7		Market-based	Forward market prices ($/ton) (2)	$12.21 - $14.63

⁽¹⁾  Represents forward market prices developed using historical cleared pricing data from MISO.

⁽²⁾  Represents third-party forward market pricing.

Significant changes in historical settlement prices and forward coal prices would result in a directionally similar significant change in fair value.

The following tables set forth a reconciliation of changes in the fair value of items categorized as Level 3 measurements:

	Three Months Ended September 30, 2013									Nine Months Ended September 30, 2013
(Millions)	FTRs			Coal Contracts			Total			FTRs			Coal Contracts			Total
Balance at the beginning of period	$	2.1		$	(2.3	)	$	(0.2	)	$	1.1		$	(6.5	)	$	(5.4	)
Net realized gains included in earnings	1.5			—			1.5			2.5			—			2.5
Net unrealized gains (losses) recorded as regulatory assets or liabilities	0.8			(4.5		)	(3.7		)	(0.3		)	2.2			1.9
Purchases	—			—			—			3.2			—			3.2
Sales	—			—			—			(0.1		)	—			(0.1		)
Settlements	(2.6		)	5.6			3.0			(4.6		)	3.1			(1.5		)
Balance at the end of period	$	1.8		$	(1.2	)	$	0.6		$	1.8		$	(1.2	)	$	0.6

	Three Months Ended September 30, 2012									Nine Months Ended September 30, 2012
(Millions)	FTRs			Coal Contracts			Total			FTRs			Coal Contracts			Total
Balance at the beginning of period	$	2.5		$	(9.8	)	$	(7.3	)	$	1.2		$	(6.9	)	$	(5.7	)
Net realized (losses) gains included in earnings	(0.6		)	—			(0.6		)	1.4			—			1.4
Net unrealized gains (losses) recorded as regulatory assets or liabilities	—			2.1			2.1			(0.3		)	1.5			1.2
Purchases	—			—			—			2.8			—			2.8
Sales	—			—			—			(0.1		)	—			(0.1		)
Settlements	(0.2		)	(1.6		)	(1.8		)	(3.3		)	(3.9		)	(7.2		)
Balance at the end of period	$	1.7		$	(9.3	)	$	(7.6	)	$	1.7		$	(9.3	)	$	(7.6	)

Unrealized gains and losses on FTRs and coal contracts are deferred as regulatory assets or liabilities. Therefore, these fair value measurements have no impact on earnings. Realized gains and losses on FTRs, as well as the related transmission congestion costs, are recorded in cost of fuel, natural gas, and purchased power on the statements of income.

Fair Value of Financial Instruments

The following table shows the financial instruments included on our balance sheets that are not recorded at fair value.

	September 30, 2013				December 31, 2012
(Millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Long-term debt	$	849.5	$	858.4	$	871.4	$	966.2
Long-term debt to parent	6.6		7.2		7.2		8.2
Preferred stock	51.2		61.8		51.2		52.8

The fair values of long-term debt are estimated based on the quoted market price for the same or similar issues, or on the current rates offered to us for debt of the same remaining maturity. The fair values of preferred stock are estimated based on quoted market prices, when available, or by using a perpetual dividend discount model. The fair values of long-term debt instruments and preferred stock are categorized within Level 2 of the fair value hierarchy.

Due to the short-term nature of cash and cash equivalents, accounts receivable, accounts payable, notes payable, and outstanding commercial paper, the carrying amount for each such item approximates fair value.

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FAIR VALUE (Details 3) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Fair Value Assets and Liabilities Measured on Recurring Basis Unobservable Input Reconciliation Calculation
Balance at the beginning of period	$ (200,000)	$ (7,300,000)	$ (5,400,000)	$ (5,700,000)
Net realized (losses) gains included in earnings	1,500,000	(600,000)	2,500,000	1,400,000
Net unrealized (losses) gains recorded as regulatory assets or liabilities	(3,700,000)	2,100,000	1,900,000	1,200,000
Purchases	0	0	3,200,000	2,800,000
Sales	0	0	(100,000)	(100,000)
Settlements	3,000,000	(1,800,000)	(1,500,000)	(7,200,000)
Balance at the end of period	600,000	(7,600,000)	600,000	(7,600,000)
Unrealized Gain (Loss) Recognized in Income
Impact on earnings of unrealized gains and losses on Level 3 derivatives	0	0	0	0
FTRs
Fair Value Assets and Liabilities Measured on Recurring Basis Unobservable Input Reconciliation Calculation
Balance at the beginning of period	2,100,000	2,500,000	1,100,000	1,200,000
Net realized (losses) gains included in earnings	1,500,000	(600,000)	2,500,000	1,400,000
Net unrealized (losses) gains recorded as regulatory assets or liabilities	800,000	0	(300,000)	(300,000)
Purchases	0	0	3,200,000	2,800,000
Sales	0	0	(100,000)	(100,000)
Settlements	(2,600,000)	(200,000)	(4,600,000)	(3,300,000)
Balance at the end of period	1,800,000	1,700,000	1,800,000	1,700,000
Coal contract
Fair Value Assets and Liabilities Measured on Recurring Basis Unobservable Input Reconciliation Calculation
Balance at the beginning of period	(2,300,000)	(9,800,000)	(6,500,000)	(6,900,000)
Net realized (losses) gains included in earnings	0	0	0	0
Net unrealized (losses) gains recorded as regulatory assets or liabilities	(4,500,000)	2,100,000	2,200,000	1,500,000
Purchases	0	0	0	0
Sales	0	0	0	0
Settlements	5,600,000	(1,600,000)	3,100,000	(3,900,000)
Balance at the end of period	$ (1,200,000)	$ (9,300,000)	$ (1,200,000)	$ (9,300,000)

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FAIR VALUE (Details 2) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Fair Value Inputs Assets and Liabilities Quantitative Information
Risk Management Asset	$ 4.0	$ 3.9
Risk Management Liability	3.4	9.7
FTRs | Valuation Technique: Market-based | Average | Level 3
Fair Value Inputs Assets and Liabilities Quantitative Information
Forward market prices (in dollars per megawatt or ton)	116.47
Coal contract | Valuation Technique: Market-based | Minimum | Level 3
Fair Value Inputs Assets and Liabilities Quantitative Information
Forward market prices (in dollars per megawatt or ton)	12.21
Coal contract | Valuation Technique: Market-based | Maximum | Level 3
Fair Value Inputs Assets and Liabilities Quantitative Information
Forward market prices (in dollars per megawatt or ton)	14.63
Fair value measurements on a recurring basis | Level 3
Fair Value Inputs Assets and Liabilities Quantitative Information
Risk Management Asset	3.7	3.7
Risk Management Liability	3.1	9.1
Fair value measurements on a recurring basis | FTRs | Level 3
Fair Value Inputs Assets and Liabilities Quantitative Information
Risk Management Asset	2.2	1.2
Risk Management Liability	0.4	0.1
Fair value measurements on a recurring basis | Coal contract | Level 3
Fair Value Inputs Assets and Liabilities Quantitative Information
Risk Management Asset	1.5	2.5
Risk Management Liability	$ 2.7	$ 9.0