8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 29, 2015

Northern States Power Company

(Exact name of registrant as specified in its charter)

Wisconsin

(State or other jurisdiction of incorporation)

001-03140	39-0508315
(Commission File Number)	(IRS Employer Identification No.)
1414 W. Hamilton Avenue, Eau Claire, WI	54701
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (715) 737-2625

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On June 29, 2015, Northern States Power Company, a Wisconsin corporation (NSP-Wisconsin), issued $100 million in aggregate principal amount of 3.30% First Mortgage Bonds, Series due June 15, 2024 (the Bonds) pursuant to an Underwriting Agreement among NSP-Wisconsin and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated. The Bonds are being issued pursuant to the registration statement on Form S-3 (File No. 333-203664-02) (the Registration Statement). A prospectus supplement relating to the offering and sale of the Bonds was filed with the Securities and Exchange Commission on June 23, 2015. The Bonds will be governed by NSP-Wisconsin’s Trust Indenture, dated April 1, 1947, as amended, supplemented and restated, by and between NSP-Wisconsin and U.S. Bank National Association, as successor trustee, and the Supplemental Trust Indenture dated as of June 1, 2014.

This Current Report on Form 8-K is being filed to report as exhibits certain documents in connection with that offering and sale for incorporation by reference into the Registration Statement.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit	Description
4.01	Supplemental Indenture dated as of June 1, 2014 between Northern States Power Company and U.S. Bank National Association, as successor Trustee, creating 3.30% First Mortgage Bonds, Series due June 15, 2024 (incorporated by reference to a Current Report on Form 8-K filed by NSP-Wisconsin on June 23, 2014, file no. 001-03140).
5.01	Opinion of James L. Altman regarding the validity of certain securities.
5.02	Opinion of Foley & Lardner LLP regarding the validity of certain securities.
12.01	Statement of computation of ratio of earnings to fixed charges.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NORTHERN STATES POWER COMPANY

(a Wisconsin Corporation)

By:/s/ George E. Tyson II

Name: George E. Tyson II

Title: Senior Vice President and Treasurer

Date: June 29, 2015

3

Exhibit	Description
4.01	Supplemental Indenture dated as of June 1, 2014 between Northern States Power Company and U.S. Bank National Association, as successor Trustee, creating 3.30% First Mortgage Bonds, Series due June 15, 2024 (incorporated by reference to a Current Report on Form 8-K filed by NSP-Wisconsin on June 23, 2014, file no. 001-03140).
5.01	Opinion of James L. Altman regarding the validity of certain securities.
5.02	Opinion of Foley & Lardner LLP regarding the validity of certain securities.
12.01	Statement of computation of ratio of earnings to fixed charges.

4

EX-5.01

Exhibit 5.01

James L. Altman
Vice President and Deputy General Counsel
	414 Nicollet Mall, 5th Floor Minneapolis, Minnesota 55401 Phone: 612.215.4582 Fax: 612.215.4544

June 29, 2015

Northern States Power Company

1414 West Hamilton Avenue

Eau Claire, Wisconsin 54701

Re: $100,000,000 in Principal Amount of Northern States Power Company’s 3.30%

First Mortgage Bonds, Series due June 15, 2024

Ladies and Gentlemen:

I am James L. Altman, Vice President and Deputy General Counsel of Xcel Energy Services Inc., an affiliate of Northern States Power Company, a Wisconsin corporation (the “Company”). In that capacity, I and the attorneys that I supervise have acted as counsel for the Company with respect to the issue and sale by the Company of $100,000,000 principal amount of 3.30% First Mortgage Bonds, Series due June 15, 2024, herein called the “Bonds.” The Bonds will be issued pursuant to the Company’s Indenture to U.S. Bank National Association as successor trustee (the “Trustee”) dated April 1, 1947, as supplemented and restated by the Company’s Supplemental and Restated Trust Indenture to the Trustee dated March 1, 1991 (the “Restated Indenture”), and as further supplemented by the Supplemental Trust Indenture to the Trustee dated as of June 1, 2014 (the “Supplemental Indenture”). The Restated Indenture, as previously supplemented and as supplemented by the Supplemental Indenture, is hereinafter referred to as the “Indenture”. The Bonds will be sold pursuant to the Underwriting Agreement, dated June 22, 2015 (the “Underwriting Agreement”), by and between the Company and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (collectively, the “Underwriters”).

I, or attorneys that I supervise, have examined or are otherwise familiar with the Registration Statement on Form S-3 (File No. 333-203664-02) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission, to effect the registration of the Bonds under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to which the Bonds are to be issued, and such other documents, records and instruments as I have deemed necessary or appropriate for the purposes of this opinion letter.

Based on the foregoing and the assumptions that follow, I am of the opinion that:

1.    The Public Service Commission of Wisconsin (the “PSCW”) has issued its order authorizing the issuance and sale of the Bonds and such order is final and in full force and effect.

2.     No further approval, authorization, consent, certificate or order of, or filing or registration with, any governmental body, pursuant to any Wisconsin or United States Federal

statute, rule or regulation that is part of a regulatory scheme specifically applicable to business organizations engaged in the type of regulated business activities conducted by the Company or state law, is required in connection with the issuance and sale of the Bonds by the Company as provided in the Underwriting Agreement, except as may be required by state securities laws, except for a post-issuance informational filing to be made with the PSCW, and except for recordings and filings to perfect the liens and security interests created by the Indenture.

I have assumed, for purposes of the opinions and views expressed herein, the legal capacity of all natural persons executing documents, the genuineness of all signatures, the authenticity of original and certified documents and the conformity to original or certified copies of all copies submitted as conformed or reproduction copies.

I express no opinion as to the laws of any other jurisdiction other than the laws of the State of Wisconsin and the federal laws of the United States of America, nor do I express any opinion concerning local laws, ordinances or regulations, tax laws or laws relating to the obligations of fiduciaries. The opinions herein expressed are limited to the specific issues addressed and to laws existing on the date hereof. By rendering this opinion, I do not undertake to advise you with respect to any other matter or of any change in such laws or in the interpretation thereof which may occur after the date hereof.

This opinion may be relied upon by Foley & Lardner LLP for the purposes of rendering that firm’s opinion that is an exhibit to the Company’s Current Report on Form 8-K referred to below.

I hereby consent to the filing of this opinion letter as an exhibit to the Current Report on Form 8-K dated the date hereof filed by the Company and incorporated by reference into the Registration Statement. In giving such consent, I do not hereby admit that I am included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Respectfully submitted,

By: /s/ James L. Altman            
James L. Altman

EX-5.02

	Exhibit 5.02
	ATTORNEYS AT LAW 777 EAST WISCONSIN AVENUE MILWAUKEE, WI 53202-5306 414.271.2400 TEL 414.297.4900 FAX WWW.FOLEY.COM

June 29, 2015

Northern States Power Company

1414 West Hamilton Avenue

Eau Claire, Wisconsin 54701

Re: $100,000,000.00 in Principal Amount of Northern States Power Company’s First Mortgage Bonds, Series due June 15, 2024

Ladies and Gentlemen:

We have acted as special Wisconsin counsel for Northern States Power Company, a Wisconsin corporation (the “Company”), in connection with the issuance of $100,000,000.00 in principal amount of the Company’s First Mortgage Bonds, Series due June 15, 2024 (the “Bonds”). The Bonds will be issued pursuant to the Company’s Indenture to U.S. Bank National Association as successor trustee (the “Trustee”) dated April 1, 1947, as supplemented and restated by the Company’s Supplemental and Restated Trust Indenture to the Trustee dated March 1, 1991 (the “Restated Indenture”), and as further supplemented by the Supplemental Trust Indenture to the Trustee dated as of June 1, 2014 (the “Supplemental Indenture”). The Restated Indenture, as previously supplemented by trust indentures dated subsequent to its date, and as further supplemented by the Supplemental Indenture, is hereinafter referred to as the “Indenture”. The Bonds will be sold pursuant to the Underwriting Agreement, dated June 22, 2015 (the “Underwriting Agreement”), by and between the Company and J. P. Morgan Securities LLC and Merrill Lynch, Perce, Fenner & Smith Incorporated (collectively, the “Underwriters”).

We have reviewed and relied upon such documents, records, certifications, and instruments as we have deemed necessary or appropriate for the purposes of this opinion.

Based on the foregoing, and subject to the assumptions and qualifications noted elsewhere in this opinion, we are of the opinion that the Bonds, when they are duly executed by the Company and duly authenticated by the Trustee in accordance with the Indenture and issued and delivered to the Underwriters against payment therefor in accordance with the terms of the Underwriting Agreement, will be valid and binding obligations of the Company, subject to (i) applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent transfer, fraudulent conveyance, voidable preference, receivership, and other laws of general application affecting creditors’ rights and the rights of mortgagees and other secured parties generally and state laws which affect the enforcement of certain remedial provisions, (ii) general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith, fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies, whether considered in a proceeding in equity or at law, (iii) public policy considerations that may limit the rights of parties to obtain specific remedies or enforce specific terms, and (iv) governmental authority to limit, delay, or prohibit the making of payments outside the United States. We express no opinion as to the enforceability or effect of any provision in the Bonds that (i) authorizes one

BOSTON BRUSSELS CHICAGO DETROIT JACKSONVILLE LOS ANGELES MADISON MIAMI MILWAUKEE NEW YORK ORLANDO SACRAMENTO SAN DIEGO SAN FRANCISCO SHANGHAI SILICON VALLEY TALLAHASSEE TAMPA TOKYO WASHINGTON, D.C.

4812-0515-5364.4

Northern States Power Company

June 29, 2015

Page 2

party to act as attorney-in-fact for another party, (ii) provides for the waiver of legal or equitable defenses or other procedural, judicial, or substantive rights, or (iii) unreasonably restricts the ability of the Company to transfer any property.

The foregoing opinions assume that (a) the Trustee has satisfied those legal requirements that are applicable to it to the extent necessary to make the Indenture enforceable against it, (b) the Trustee and the holders of the Bonds issued under the Indenture have complied with all legal requirements pertaining to their status as such status relates to their rights to enforce the Indenture and the Bonds against the Company, (c) the Company has obtained all consents and approvals required to enable it to execute, deliver, and perform its obligations under, and consummate the transactions contemplated by, the Indenture and the Bonds, and such execution, delivery, performance, and consummation do not, and at all relevant times will not, violate or conflict with any law, rule, regulation, order, decree, judgment, instrument, or agreement binding upon the Company or its properties, (d) each party to the Indenture and the Bonds, including but not limited to the Company, is duly organized and validly existing under the laws of the jurisdiction of its organization (and, in the case of the Company, is duly organized and validly existing under the laws of the State of Wisconsin), has duly authorized, executed, delivered, and accepted the Indenture and the Bonds, and has the power and authority under its constituent documents and under applicable corporate, regulatory, and other state and federal laws to enter into and perform its obligations under the Indenture and the Bonds and to consummate the transactions effected thereby, and (e) the Bonds will be issued upon receipt by the Company of the consideration therefor specified in the Underwriting Agreement and will be accepted by the holders thereof.

We have relied as to certain relevant factual matters upon certificates of public officials and certificates of and/or information provided by officers and employees of the Company as to the accuracy of such factual matters, and the representations, warranties, certifications, and statements of fact by the Company in the Indenture and the Underwriting Agreement, in each case without independent verification thereof or other investigation. We have also relied, without investigation, upon the following assumptions: (a) natural persons acting on behalf of the Company have sufficient legal capacity to enter into and perform, on behalf of the Company, the transaction in question or carry out their role in it, (b) each document submitted to us for review is accurate and complete, each such document that is an original is authentic, each such document that is a copy conforms to an authentic original, all signatures on each such document are genuine, and the documents executed and delivered by the parties are in substantially the same form as the forms of those documents that we have reviewed in rendering this opinion, (c) there are no agreements or understandings among the parties, written or oral, and there is no usage of trade or course of prior dealing among the parties that would, in either case, define, supplement, or qualify the terms of any instrument or agreement relevant hereto, and there has been no waiver of any of the provisions of the Indenture or the Bonds by conduct of the parties or otherwise, and (d) the constitutionality or validity of a relevant statute, rule, regulation, or agency action is not in issue unless a published decision in the relevant jurisdiction has specifically addressed but not resolved, or has established, its

4812-0515-5364.4

Northern States Power Company

June 29, 2015

Page 3

unconstitutionality or invalidity. To the extent our opinion addresses the satisfaction of regulatory preconditions to the issuance and sale of the Bonds, we have relied, with the Company’s consent, upon the opinion letter of even date herewith addressed to the Company by James L. Altman, and we have made no independent examination of that matter. All assumptions, qualifications, and exceptions in such opinion letter are incorporated herein by reference.

The opinion herein expressed is limited to the specific issue addressed and to documents, laws, facts, and circumstances existing on the date hereof. By rendering our opinion, we do not undertake to advise you with respect to any other matter or of any change in such documents, laws, facts, or circumstances or in the interpretation thereof which may occur after the date hereof.

Our opinion herein is limited to the internal laws of the State of Wisconsin of general application. We have assumed that the choice of Wisconsin law to govern the Indenture and the Bonds will be upheld. We express no opinion concerning local laws, ordinances, or regulations, tax laws, or laws relating to the obligations of fiduciaries.

We hereby consent to the filing of this opinion as an exhibit to the Current Report on Form 8-K dated the date hereof filed by the Company and incorporated by reference into the Registration Statement on Form S-3, as amended (File No. 333-203664-02) (the “Registration Statement”), filed by the Company to effect the registration of the Bonds under the Securities Act of 1933 (the “Act”), without implying or admitting that we are in the category of persons whose consent is required under the Act, or other rules and regulations of the Commission issued thereunder with respect to any part of the Registration Statement, including this exhibit.

Very truly yours,

/s/ Foley & Lardner LLP

4812-0515-5364.4

EX-12.01

Exhibit 12.01

NSP-WISCONSIN AND SUBSIDIARIES

STATEMENT OF COMPUTATION OF

RATIO OF EARNINGS TO FIXED CHARGES

(amounts in thousands, except ratio)

	Three Months Ended March 31, 2015		Year Ended Dec. 31
			2014		2013		2012		2011		2010
Earnings, as defined:
Pretax income from operations	$	35,331	$	113,045	$	95,877	$	79,509	$	84,620	$	68,861
Add: Fixed charges	7,836		29,686		28,325		25,215		24,628		24,897
Total earnings, as defined	$	43,167	$	142,731	$	124,202	$	104,724	$	109,248	$	93,758
Fixed charges, as defined:
Interest charges	$	7,756	$	29,273	$	27,797	$	24,799	$	24,168	$	24,517
Interest component of leases	80		413		528		416		460		380
Total fixed charges, as defined	$	7,836	$	29,686	$	28,325	$	25,215	$	24,628	$	24,897
Ratio of earnings to fixed charges	5.5		4.8		4.4		4.2		4.4		3.8