-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RilWipOs6uHgevtE4bdXcaaZ4gBWCKHP6XGL4zdlJjBpVf1h0xzasKv9VhkwmDle j8Utg7UOqLLWUhjmPW0OVw== 0000107833-98-000004.txt : 19980226 0000107833-98-000004.hdr.sgml : 19980226 ACCESSION NUMBER: 0000107833-98-000004 CONFORMED SUBMISSION TYPE: U-3A-2 PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980225 SROS: CSX SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WISCONSIN PUBLIC SERVICE CORP CENTRAL INDEX KEY: 0000107833 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 390715160 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-3A-2 SEC ACT: SEC FILE NUMBER: 069-00035 FILM NUMBER: 98548662 BUSINESS ADDRESS: STREET 1: 700 N ADAMS ST STREET 2: PO BOX 19001 CITY: GREEN BAY STATE: WI ZIP: 54307-9001 BUSINESS PHONE: 4144331466 U-3A-2 1 FORM U-3A-2 File No. 69-35 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Statement by Holding Company Claiming Exemption Under Rule U-3A-2 from Provisions of the Public Utility Holding Company Act of 1935. To be filed annually prior to March 1. WISCONSIN PUBLIC SERVICE CORPORATION hereby files with the Securities and Exchange Commission, pursuant to Rule U-3A-2, its statement claiming exemption as a holding company from the provisions of the Public Utility Holding Company Act of 1935, and submits the following information: 1. Name, state of organization, location and nature of business ------------------------------------------------------------ of claimant and every subsidiary thereof, other than any -------------------------------------------------------- exempt wholesale generator (EWG) or foreign utility company ----------------------------------------------------------- in which claimant directly or indirectly holds an interest. ---------------------------------------------------------- Wisconsin Public Service Corporation (herein sometimes ------------------------------------ referred to as "WPSC") is incorporated under the laws of the state of Wisconsin and has its principal executive office at 700 North Adams Street, P. O. Box 19001, Green Bay, Wisconsin 54307-9001. It is an operating public utility company engaged chiefly in the production, transmission, distribution, and sale of electricity and in the purchase, distribution, and sale of gas. WPSC serves approximately 375,000 electric customers and 218,000 gas customers in 11,000 square miles in northeastern and central Wisconsin and an adjacent part of Upper Michigan. The largest cities served are Green Bay, Sheboygan, Oshkosh, and Wausau, with populations ranging from 153,642 to 60,854, including contiguous urban areas (1990 Federal census). WPSC furnishes retail electric service in all these cities except Sheboygan, and gas in all except Wausau. Additionally, WPSC provides wholesale electric service to 15 communities. About 97% of operating revenues in the year 1997 were derived from Wisconsin customers, and 3% from Michigan customers. WPS Leasing, Inc. was incorporated on September 22, 1994 ---------------- under the laws of the state of Wisconsin and has its principal office at the principal executive offices of WPSC. The directors and officers of WPS Leasing, Inc. are in each case also officers of WPSC. WPSC owns 100% of WPS Leasing's capital stock, consisting of 1,000 shares of common stock, with a $1 per share par value, at the stated capital amount of $1 per share. The total assets of WPS Leasing at December 31, 1997 were $14,253,712, or 1.2% of WPSC's assets. WPSC's equity in net income for the year 1997 was $(144,458). The intended principal business of WPS Leasing, Inc. is to participate in the financing of specific utility projects. WPS Leasing is not and never has been a public utility. - 2 - Wisconsin Valley Improvement Company, of which WPSC owns ------------------------------------ 26.9% of the voting stock, is incorporated under the laws of the state of Wisconsin and has its principal office at Wausau, Wisconsin. It operates a system of dams and water reservoirs on the Wisconsin River and tributary streams to produce as nearly a uniform stream flow as practicable through all seasons, and charges water tolls to benefited power plant owners as determined semiannually by the Public Service Commission of Wisconsin, all pursuant to special enactments of the Wisconsin Legislature (as amended by Chapter 497, Wisconsin Laws of 1939). It generates no electric energy and renders no public utility services. Total assets of Wisconsin Valley Improvement Company at December 31, 1997 were $721,000, or .06% of WPSC's assets. WPSC's equity in net income for the year 1997 was $21,000, or .03% of WPSC's total net income. It is believed that said Improvement Company is not a "public utility company" as defined in the Public Utility Holding Company Act of 1935. In findings and opinion promulgated October 28, 1940, in File No. 31-480 (8 S.E.C. Decisions, P. 134), to which reference is hereby made, the Commission declared said Improvement Company not to be a subsidiary of WPSC. Wisconsin River Power Company (herein sometimes called ----------------------------- "River Company"), of which WPSC owns 33.1% of the voting stock, is incorporated under the laws of the state of Wisconsin and has its principal office at Wisconsin Rapids, Wisconsin. Its business consists of the operation of two hydroelectric plants on the Wisconsin River, the output of which is sold in equal parts to three companies, including WPSC, which three companies own all outstanding stock of River Company in substantially equal parts. Total assets of Wisconsin River Power Company at December 31, 1997 were $6,214,000, or .51% of WPSC's assets. WPSC's equity in net income for the year 1997 was $493,000, or .76% of WPSC's total net income. Further information concerning the nature of the business of River Company is set forth in findings and opinions of the Commission entered in reference to River Company on January 29, 1948 in File Nos. 70-1656 and 31-551 (27 S.E.C. Decisions, P. 539) and its orders in Docket No. EL79-10. 2. A brief description of the properties of claimant and each ---------------------------------------------------------- of its subsidiary public utility companies used for the ------------------------------------------------------- generation, transmission, and distribution of electric ------------------------------------------------------ energy for sale, or for the production, transmission, and --------------------------------------------------------- distribution of natural or manufactured gas, indicating the ----------------------------------------------------------- location of principal generating plants, transmission lines, ------------------------------------------------------------ producing fields, gas manufacturing plants, and electric and ------------------------------------------------------------ gas distribution facilities, including all such properties ---------------------------------------------------------- which are outside the state in which claimant and its ----------------------------------------------------- subsidiaries are organized and all transmission or pipelines ------------------------------------------------------------ which deliver or receive electric energy or gas at the ------------------------------------------------------ borders of such state. --------------------- Statistics set forth in the answer to this Item are as of December 31, 1997. - 3 - Wisconsin Public Service Corporation owns and operates ------------------------------------ electric properties comprising an integrated system of production, transmission, and distribution facilities throughout the territory served. Generating facilities consist of two steam plants (at Green Bay, and south of Wausau, Wisconsin) with total rated capacity of 883,200 kilowatts ("kw"), a 41.2% share of the Kewaunee Nuclear Power Plant at Kewaunee, Wisconsin, which WPSC operates, with a rated capacity of 515,000 kw (WPSC's share is 212,200 kw), a 31.8% share of the Columbia Energy Center at Portage, Wisconsin, owned jointly with Wisconsin Power and Light Company, the operator, and Madison Gas and Electric Company, with a rated capacity of 1,050,000 kw (WPSC's share is 334,000 kw), a 31.8% share of the Edgewater Steam Plant Unit #4 at Sheboygan, Wisconsin, owned jointly with Wisconsin Power and Light Company, the operator, with a rated capacity of 342,000 kw (WPSC's share is 108,800 kw), combustion turbines of 48,600 kw and 19,700 kw, respectively, south of Wausau, Wisconsin, two combustion turbines of 40,400 kw and 41,400 kw and a 68% share in a combustion turbine of 82,100 kw (WPSC's share is 55,830 kw) owned jointly with Marshfield Electric and Water Department and operated by WPSC, all located near Marinette, Wisconsin, 15 hydroelectric plants (14 in Wisconsin and 1 on the border stream between Wisconsin and Michigan) with aggregate rated capacity of 53,000 kw, a 3,900 kw diesel plant at Eagle River, Wisconsin, and a 3,900 kw diesel plant at Ashwaubenon, Wisconsin. Its transmission and distribution facilities include 55 transmission substations, 110 distribution substations and approximately 20,907 route miles of transmission and distribution lines. WPSC is interconnected with Wisconsin River Power Company, has 15 interconnections in Wisconsin for purposes of power pooling (Wisconsin Power and Light Company and Madison Gas and Electric Company), and 25 interconnections (23 in Wisconsin and 2 in Michigan) with nonaffiliated neighboring utilities, principally for the purpose of sharing reserve capacity and for emergencies. WPSC also has 14 interconnections to serve 4 neighboring municipal utilities. Gas facilities include approximately 4,623 miles of main, 68 gate and city regulator stations and 201,566 services. All gas facilities are located in Wisconsin except for distribution facilities in and near the city of Menominee, Michigan, which receive gas from WPSC's gas lines in the adjacent city of Marinette, Wisconsin. All of WPSC's electric and gas facilities are located within the borders of the states of Wisconsin and Michigan. Except for electric and gas lines crossing the common border of those states necessary to interconnect the various parts of its system, it does not have any electric transmission or gas pipelines which deliver or receive electric energy or gas at the borders of such states. About 99% of utility plant is located in Wisconsin, and the balance is in Michigan. 3. The following information for the last calendar year with --------------------------------------------------------- respect to claimant and each of its subsidiary public ----------------------------------------------------- utility companies: (The information required by Item 3 of ----------------- this Form U-3A-2 is shown in Exhibit D hereto.) - 4 - 4. The following information for the reporting period with ------------------------------------------------------- respect to claimant and each interest it holds directly or ---------------------------------------------------------- indirectly in an EWG or a foreign utility company, stating ---------------------------------------------------------- monetary amounts in United States dollars. ----------------------------------------- Not Applicable. - 5 - LIST OF EXHIBITS Exhibit A-1 Balance Sheet at December 31, 1997, of Wisconsin Public Service Corporation. Exhibit A-2 Income Statement and Statement of Retained Earnings of Wisconsin Public Service Corporation for the year ending December 31, 1997. Exhibit A-3 Balance Sheet at December 31, 1997, and Statements of Income and Surplus Accounts of Wisconsin River Power Company for the year ended December 31, 1997, filed by reference to Exhibit A, of Form U-3A-2 being filed by Consolidated Papers, Inc. in File No. 69-53. (The financial statements of Wisconsin River Power Company are not customarily consolidated with those of any other company.) Exhibit B Financial Data Schedule Exhibit D Statement showing sales for the calendar year 1997 of electric energy and gas by Wisconsin Public Service Corporation and Wisconsin River Power Company. - 6 - The above-named claimant has caused this statement to be duly executed on its behalf by its authorized officer on the 25th day of February, 1998. WISCONSIN PUBLIC SERVICE CORPORATION /s/ D. P. Bittner ------------------------------------------- D. P. Bittner Senior Vice President - Finance and Corporate Services (CORPORATE SEAL) Attest: /s/ F. J. Kicsar -------------------------------------- F. J. Kicsar Secretary - 7 - Name, title, and address of officer to whom notices and correspondence concerning this statement should be addressed: F. J. Kicsar, Secretary Wisconsin Public Service Corporation 700 North Adams Street, P. O. Box 19001 Green Bay, WI 54307-9001 EX-99.A-1CONBALSH 2 WISCONSIN PUBLIC SERVICE CORPORATION AND SUBSIDIARY EXHIBIT A-1 CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 1997
Wisconsin Eliminations Public WPS Debit Credit Consolidated Service Leasing, ----- ------ Balance Corporation Inc. (Thousands) Sheet ASSETS ----------- -------- ----- ------ ------------ ------ Utility Plant: In service Electric $1,491,182 $15,288 $ $ $1,506,470 Gas 251,603 0 251,603 Less - accumulated depreciation 1,030,944 1,205 1,032,149 --------- ------ --- --- --------- Net plant 711,841 14,083 0 0 725,924 Nuclear decommissioning trusts 134,108 0 134,108 Construction work in progress 7,266 0 7,266 Nuclear fuel - net 19,062 0 19,062 --------- ------ --- --- --------- Net Utility Plant 872,277 14,083 0 0 886,360 --------- ------ --- --- --------- Current Assets: Cash 3,870 51 3,921 Customer and other receivables 55,895 120 122 55,893 Accrued utility revenues 30,750 0 30,750 Fossil fuel, at average cost 9,964 0 9,964 Gas in storage, at average cost 17,194 0 17,194 Materials and supplies, at average cost 18,793 0 18,793 Prepayments and other 20,155 0 20,155 --------- ------ --- --- --------- Total Current Assets 156,621 171 0 122 156,670 --------- ------ --- --- --------- Regulatory Assets 78,544 0 78,544 Net Nonutility Plant 2,972 0 2,972 Investments and Other Assets 109,511 0 103 109,408 --------- ------ --- --- --------- Total Assets $1,219,925 $14,254 0 225 $1,233,954 ========= ====== === === ========= CAPITALIZATION AND LIABILITIES ------------------------------ Capitalization: Common stock equity $ 169,430 $ 476 476 $ 169,430 Retained earnings 297,489 (373) 373 297,489 ESOP loan guarantee (9,798) 0 (9,798) Preferred stock 51,200 0 51,200 Long-term debt 293,297 14,322 307,619 --------- ------ --- --- --------- Total Capitalization 801,618 14,425 476 373 815,940 --------- ------ --- --- --------- Current Liabilities: Note payable 10,000 0 10,000 Commercial paper 15,500 0 15,500 Accounts payable 46,459 116 122 46,453 Accrued taxes 3,521 (7) 3,514 Accrued interest 7,801 0 7,801 Other 10,049 0 10,049 --------- ------ --- --- --------- Total Current Liabilities 93,330 109 122 0 93,317 --------- ------ --- --- --------- Other Long-Term Liabilities and Deferred Credits: Accumulated deferred income taxes 127,792 (280) 127,512 Accumulated deferred investment tax credits 26,901 0 26,901 Regulatory liabilities 50,279 0 50,279 Other long-term liabilities 120,005 0 120,005 --------- ------ --- --- --------- Total Other Long-Term Liabilities 324,977 (280) 0 0 324,697 --------- ------ --- --- --------- Total Capitalization and Liabilities $1,219,925 $14,254 $598 $373 $1,233,954 ========= ====== === === =========
EX-99.A-2CONINC 3 WISCONSIN PUBLIC SERVICE CORPORATION AND SUBSIDIARY EXHIBIT A-2 CONSOLIDATING STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1997
Wisconsin Eliminations Public WPS Debit Credit Consolidated Service Leasing, ----- ------ Statement Corporation Inc. (Thousands) of Income ----------- -------- ----- ------ ------------ Operating Revenues: Electric $479,388 $ 0 $ $ $479,388 Gas 211,090 0 211,090 Other 0 1,453 1,453 0 ------- ----- ----- ----- ------- Total Operating Revenues 690,478 1,453 1,453 0 690,478 ------- ----- ----- ----- ------- Operating Expenses: Electric production fuels 108,456 0 535 1,453 107,538 Purchased power 45,876 0 45,876 Cost of gas sold 147,493 0 147,493 Other 134,113 11 11 134,113 Maintenance 41,661 0 41,661 Depreciation and amortization 75,819 535 535 75,819 Taxes other than income 26,396 0 26,396 ------- ----- ----- ----- ------- Total Operating Expenses 579,814 546 535 1,999 578,896 ------- ----- ----- ----- ------- Operating Income 110,664 907 1,988 1,999 111,582 ------- ----- ----- ----- ------- Other Income and (Deductions): Allowance for equity funds used during construction 129 0 129 Other, net 12,458 0 133 12,591 ------- ----- ----- ----- ------- Total Other Income and (Deductions) 12,587 0 0 133 12,720 ------- ----- ----- ----- ------- Income Before Interest Expense 123,251 907 1,988 2,132 124,302 ------- ----- ----- ----- ------- Interest Expense: Interest on long-term debt 21,384 1,146 22,530 Allowance for borrowed funds during construction (100) 0 (100) Other interest 3,755 4 3,759 ------- ----- ----- ----- ------- Total Interest Expense 25,039 1,150 0 0 26,189 ------- ----- ----- ----- ------- Income Before Income Taxes 98,212 (243) 1,988 2,132 98,113 Income Taxes 33,470 (99) 33,371 ------- ----- ----- ----- ------- Net Income 64,742 (144) 1,988 2,132 64,742 Preferred Stock Dividends of Subsidiary 3,111 0 3,111 ------- ----- ----- ----- ------- Earnings on Common Stock $ 61,631 $ (144) $1,988 $2,132 $ 61,631 ======= ===== ===== ===== =======
PAGE WISCONSIN PUBLIC SERVICE CORPORATION AND SUBSIDIARY EXHIBIT A-2 CONSOLIDATING STATEMENT OF RETAINED EARNINGS (CONTINUED) AS OF DECEMBER 31, 1997
Wisconsin Eliminations Public WPS Debit Credit Consolidated Service Leasing, ----- ------ Statement Corporation Inc. (Thousands) of Income ----------- -------- ----- ------ ------------ Retained Earnings (1/31/97) Wisconsin Public Service Corporation $291,740 $ $ $ $291,740 WPS Leasing, Inc. (229) 229 0 Net Income 64,742 (144) 144 64,742 ------- ---- --- ------- 356,482 (373) 373 356,482 Dividends Declared (Common and Preferred): Wisconsin Public Service Corporation 58,993 0 58,993 ------- ---- ----- ----- ------- Retained Earnings (12/31/97) $297,489 $(373) $ 0 $ 373 $297,489 ======= ==== ===== ===== =======
EX-27.BFINDATA 4
OPUR3 EXHIBIT B 1,000 YEAR DEC-31-1997 JAN-01-1997 DEC-31-1997 PER-BOOK 1,233,954 690,478 64,742
EX-99.DSALES 5 WISCONSIN PUBLIC SERVICE CORPORATION EXHIBIT D SALES OF ELECTRIC ENERGY AND GAS Calendar Year 1997
Wisconsin Wisconsin Public Service River Power Corporation Company -------------- ----------- (a) Electric energy sold (at retail or wholesale) (KWH) 11,259,327,422 217,752,000 Intercompany None 72,584,000* Other 11,259,327,422 145,168,000* Gas distributed at retail (MCF) 38,708,718** None Intercompany None None Other 38,708,718** None (b) Electric energy distributed at retail outside state of organization (KWH) 363,620,074 None Gas distributed at retail outside state of organization (MCF) 804,668** None (c) Electric energy sold at wholesale outside state of organization or at state line (KWH) 11,001,920 None Gas sold at wholesale outside state of organization or at state line (MCF) None None (d) Electric energy purchased outside state of organization or at state line (KWH) None# None Gas purchased outside state of organization or at state line (MCF) 38,708,718 None
PAGE WISCONSIN PUBLIC SERVICE CORPORATION EXHIBIT D (CONTINUED) * Quantities shown represent actual deliveries. By contract, each of the three purchasers of the output of Wisconsin River Power Company is entitled to receive, and is required to pay for one-third of the total output. ** "Gas distributed at retail" and "Gas distributed at retail outside state of organization" include 12,449,830 MCF and 195,913 MCF, respectively, of sales to Large Commercial and Industrial Customers (those using 2,000 CCF within one month of a year) under the Company's retail rates. Industrial usage is indeterminable. # Receipts of 93,073 kWh of interchange energy were offset by deliveries of 98 kWh to same supplier at other points in the system. These deliveries (and other offsetting deliveries of interchange energy) are omitted from Wisconsin Public Service Corporation sales shown above. -----END PRIVACY-ENHANCED MESSAGE-----