<PAGE> 1
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, 1995
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 2-2066
WISCONSIN NATURAL GAS COMPANY
(Exact name of registrant as specified in its charter)
Wisconsin 39-0713260
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
231 West Michigan Street, P.O. Box 2046, Milwaukee, Wisconsin 53201
(Address of principal executive offices) (Zip Code)
(414) 221-2345
(Registrant's telephone number, including area code)
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 the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding at November 1, 1995
------------------------- -------------------------------
$1 Par Value Common Stock 1,725,000 Shares
The registrant meets the conditions set forth in General Instruction H(1)(a)
and (b) of Form 10-Q for omission of data by certain wholly-owned subsidiaries
and is therefore filing this Form with the reduced disclosure format.
<PAGE> 2
<TABLE>
FORM 10-Q
WISCONSIN NATURAL GAS COMPANY
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WISCONSIN NATURAL GAS COMPANY
CONDENSED INCOME STATEMENT
(Unaudited)
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
------------------ ------------------
1995 1994 1995 1994
---- ---- ---- ----
(Thousands of Dollars)
<S> <C> <C> <C> <C>
Operating Revenues $ 39,426 $ 37,563 $215,701 $243,644
Operating Expenses
Cost of gas sold 24,476 23,149 129,815 151,587
Other operation expenses 14,321 15,511 44,177 48,771
Maintenance 1,285 1,544 3,797 4,848
Revitalization - - - 10,400
Depreciation 4,454 4,231 13,210 12,560
Income taxes (2,954) (3,764) 7,113 3,266
-------- -------- -------- --------
Total Operating Expenses 41,582 40,671 198,112 231,432
Operating Income (2,156) (3,108) 17,589 12,212
Other Income and Deductions
Miscellaneous - net (886) 101 (625) 391
Income taxes (31) (59) (136) (162)
-------- -------- -------- --------
Total Other Income and Deductions (917) 42 (761) 229
Income Before Interest Charges (3,073) (3,066) 16,828 12,441
Interest Charges 1,815 1,948 5,511 5,812
-------- -------- -------- --------
Net Income (Loss) $ (4,888) $ (5,014) $ 11,317 $ 6,629
======== ======== ======== ========
<FN>
Note - Earnings and dividends per share of common stock are not applicable
because all of the company's common stock is owned by Wisconsin
Energy Corporation.
See accompanying notes to financial statements.
- 2 -
</TABLE>
<PAGE> 3
<TABLE>
FORM 10-Q
WISCONSIN NATURAL GAS COMPANY
CONDENSED BALANCE SHEET
(Unaudited)
<CAPTION>
September 30, 1995 December 31, 1994
------------------ -----------------
(Thousands of Dollars)
Assets
------
<S> <C> <C>
Utility Plant
Plant $482,399 $468,224
Accumulated provision for depreciation (232,575) (220,192)
-------- --------
Net Utility Plant 249,824 248,032
Other Property and Investments 2,438 2,344
Current Assets
Cash and cash equivalents 1,533 3,392
Accounts receivable 17,636 22,286
Accrued utility revenues 8,387 33,056
Materials, supplies and natural gas
stored 35,409 33,213
Prepayments and other assets 5,594 4,599
-------- --------
Total Current Assets 68,559 96,546
Deferred Charges and Other Assets
Accumulated deferred income taxes 18,843 18,799
Other 9,131 10,897
-------- --------
Total Deferred Charges and Other Assets 27,974 29,696
-------- --------
Total Assets $348,795 $376,618
======== ========
Capitalization and Liabilities
------------------------------
Capitalization
Common stock $ 81,016 $ 81,016
Retained earnings 54,198 51,106
-------- --------
Total Common Stock Equity 135,214 132,122
Long-term debt 66,567 66,519
-------- --------
Total Capitalization 201,781 198,641
Current Liabilities
Long-term debt due currently - 12,290
Short-term debt 32,599 55,478
Accounts payable 19,615 23,575
Accrued liabilities 4,221 12,313
Other 23,508 9,248
-------- --------
Total Current Liabilities 79,943 112,904
Deferred Credits and Other Liabilities
Accumulated deferred income taxes 32,908 32,182
Other 34,163 32,891
-------- --------
Total Deferred Credits and Other Liabilities 67,071 65,073
-------- --------
Total Capitalization and Liabilities $348,795 $376,618
======== ========
<FN>
See accompanying notes to financial statements.
- 3 -
</TABLE>
<PAGE> 4
<TABLE>
FORM 10-Q
WISCONSIN NATURAL GAS COMPANY
STATEMENT OF CASH FLOWS
(Unaudited)
<CAPTION>
Nine Months Ended September 30
------------------------------
1995 1994
---- ----
(Thousands of Dollars)
<S> <C> <C>
Operating Activities:
Net income $11,317 $ 6,629
Reconciliation to cash:
Depreciation 13,210 12,560
Revitalization - net (380) 7,920
Deferred income taxes - net 682 (2,229)
Investment tax credit - net (333) (372)
Change in: Accounts receivable 4,650 20,537
Inventories (2,196) 4,101
Accounts payable (3,960) (12,491)
Other current assets 23,674 30,543
Other current liabilities 6,168 (3,549)
Other 4,236 2,131
-------- --------
Cash Provided by Operating Activities 57,068 65,780
Investing Activities:
Construction expenditures (15,463) (15,957)
Other (74) (2,323)
-------- --------
Cash Used in Investing Activities (15,537) (18,280)
Financing Activities:
Sale of long-term debt - 9,290
Retirement of long-term debt (12,286) (13,696)
Change in short-term debt (22,879) (35,754)
Dividends on stock - common (8,225) (7,875)
-------- --------
Cash Provided by (Used in) Financing Activities (43,390) (48,035)
-------- --------
Change in Cash and Cash Equivalents $ (1,859) $ (535)
======== ========
Supplemental Information Disclosures:
Cash Paid for:
Interest (net of amount capitalized) $ 5,463 $ 6,008
Income taxes 17,644 9,946
<FN>
See accompanying notes to financial statements.
- 4 -
</TABLE>
<PAGE> 5
FORM 10-Q
WISCONSIN NATURAL GAS COMPANY
-------------------------------
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. The accompanying unaudited financial statements should be read in
conjunction with the company's 1994 Annual Report on Form 10-K. In the
opinion of management, all adjustments, normal and recurring in nature,
necessary to a fair statement of the results of operations and
financial position of the company have been included in the accompanying
income statement and balance sheet. The results of operations for the
three months and nine months ended September 30, 1995 are not, however,
necessarily indicative of the results which may be expected for the year
1995 because of seasonal and other factors.
2. On April 28, 1995, Wisconsin Energy Corporation ("WEC"), Wisconsin Natural
Gas Company's ("WN") parent company, and Northern States Power Company,
Minnesota ("NSP") entered into an Agreement and Plan of Merger, which was
amended and restated as of July 26, 1995 ("Merger Agreement"). The Merger
Agreement provides for a strategic business combination involving NSP and
WEC in a "merger-of-equals" transaction. As a result, a registered
utility holding company, which will be known as Primergy Corporation
("Primergy"), will be the parent of NSP and the current operating
subsidiaries of NSP and WEC. The business combination is intended to be
tax-free for income tax purposes and to be accounted for as a "pooling of
interests".
The Merger Agreement is subject to various conditions, including the
approval of various regulatory agencies. On July 10, 1995 WEC and NSP
filed an application and supporting testimony with the Federal Energy
Regulatory Commission seeking approval of the proposed merger. Similar
filings were made on August 4, 1995 with regulatory agencies in the states
where WEC and NSP provide utility services and in which such filings are
required. On September 13, 1995, the stockholders of WEC and NSP voted,
in their respective stockholder meetings, to approve the Merger Agreement
and certain other related matters. Applications for license amendments
and approvals relating to the proposed merger were filed with the Nuclear
Regulatory Commission in late October 1995. Subject to obtaining all
requisite approvals, WEC and NSP anticipate completing this business
combination late in 1996. ITEM 5. OTHER INFORMATION - MERGER AGREEMENT
WITH NORTHERN STATES POWER COMPANY in Part II of this report contains
further information concerning the proposed transaction.
3. WEC intends to merge WN into Wisconsin Electric Power Company, the
principal subsidiary of WEC, to form a single combined utility subsidiary.
All required regulatory approvals for the merger have been received.
Completion of the planned merger is expected to occur by January 1, 1996.
- 5 -
<PAGE> 6
FORM 10-Q
WISCONSIN NATURAL GAS COMPANY
--------------------------------
PART I - FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Wisconsin Energy Corporation ("WEC"), the parent company of Wisconsin Natural
Gas Company ("WN"), has entered into an agreement with Northern States Power
Company ("NSP") which provides for a strategic business combination involving
WEC and NSP in a "merger-of-equals" transaction. Further information
concerning such agreement and proposed transaction is included in ITEM 5.
OTHER INFORMATION - MERGER AGREEMENT WITH NORTHERN STATES POWER COMPANY in
Part II of this report.
RESULTS OF OPERATIONS
Third Quarter Results:
As a result of a 19% increase in total natural gas deliveries during the third
quarter of 1995 compared to 1994, gas revenues rose 5.0%. Since a majority of
the increase in gas deliveries was to low margin interruptible and
transportation customers, gross margin on gas deliveries (operating revenue
less cost of gas sold) increased 3.7%, less than the increase in gas
revenues. In the third quarter of 1995, other operation and maintenance
expenses decreased 8.5% compared to the same period in 1994, reflecting among
other things, the effects of WN's restructuring program.
GAS DELIVERIES
Three Months Ended September 30
-------------------------------
Therms Delivered - Thousands 1995 1994 % Change
- ------------------------------- ---------- ---------- --------
Residential 23,955 22,575 6.1
Commercial and Industrial 12,506 14,250 (12.2)
Interruptible 12,707 9,586 32.6
---------- ----------
Total Sales 49,168 46,411 5.9
Transported Customer Owned Gas 65,991 50,397 30.9
---------- ----------
Total Gas Delivered 115,159 96,808 19.0
- -------------------------------
Natural gas therm deliveries during the third quarter of 1995 increased 19.0%
compared to the third quarter of 1994, primarily due to electric generation
peaking requirements as a result of hot summer weather. As measured by
cooling degree days, the weather in the third quarter of 1995 was 17.2% warmer
compared to the same period in 1994. Interruptible sales to Concord
("Concord") and Paris ("Paris") Generating Stations increased by 4.8 million
therms and transportation deliveries to Paris increased by about 13.2 million
therms in the third quarter of 1995 compared to 1994. Deliveries to Concord
and Paris, peaking power plants owned by Wisconsin Electric Power Company
("WE"), principal subsidiary of WEC, are at rates approved by the Public
Service Commission of Wisconsin ("PSCW"). All of the respective generating
units at Concord and at Paris were in operation during the third quarter of
1995 while only the generating units at Concord were in operation during the
third quarter of 1994.
- 6 -
<PAGE> 7
FORM 10-Q
WISCONSIN NATURAL GAS COMPANY
-----------------------------------
PART I - FINANCIAL INFORMATION (Cont'd)
GAS DELIVERIES (cont'd)
For additional information regarding matters pertaining to gas operations,
refer to ITEM 1. BUSINESS - GAS UTILITY OPERATIONS in PART I of WN's Annual
Report on Form 10-K for the year ended December 31, 1994.
Year-to-Date Results:
Net income increased approximately $4.7 million or 70.7% during the nine
months ended September 30, 1995 compared to the same period in 1994,
reflecting a non-recurring charge in the first quarter of 1994 of
approximately $6 million (net of tax) associated with WN's restructuring
program. This charge included the cost of severance and early retirement
packages, elements of a "revitalization" program designed to better position
WN in a changing market place. It is anticipated that this change will be
offset by the end of 1995 through savings in operation and maintenance costs.
Excluding the non-recurring charge in 1994, net income decreased approximately
$1.3 million or 10.4% during the nine month period ended September 30, 1995
compared to the same period in 1994.
During the first nine months of 1995 compared to the first nine months of
1994, total gas revenues decreased 11.5% and gas margins (operating revenue
less cost of gas sold) decreased 6.7% primarily as a result of a decrease in
residential and commercial and industrial sales. This was offset somewhat by
a 10.5% reduction in other operation and maintenance expenses, reflecting
among other things, the effects of WN's "revitalization" program.
GAS DELIVERIES
Nine Months Ended September 30
------------------------------
Therms Delivered - Thousands 1995 1994 % Change
- ------------------------------- ---------- ---------- --------
Residential 219,003 233,226 (6.1)
Commercial and Industrial 133,484 140,635 (5.1)
Interruptible 38,706 37,176 4.1
---------- ----------
Total Sales 391,193 411,037 (4.8)
Transported Customer Owned Gas 207,825 175,025 18.7
---------- ----------
Total Gas Delivered 599,018 586,062 2.2
- -------------------------------
Natural gas therm deliveries during the first nine months of 1995 increased
2.2% compared to the same period in 1994. Combined residential sales and
commercial and industrial sales, which have higher margins, declined 5.7%,
primarily due to the mild winter weather in the first quarter of 1995. As
measured by heating degree days, the first quarter of 1995 was 14.7% warmer
compared to the same period in 1994. Offsetting the decline in residential
and commercial and industrial sales, combined interruptible sales and
transportation deliveries, which have lower margins, increased 16.2% over the
same period, primarily as a result of the hot summer weather and the increased
deliveries to Concord and Paris noted above.
- 7 -
<PAGE> 8
FORM 10-Q
WISCONSIN NATURAL GAS COMPANY
-----------------------------------
PART I - FINANCIAL INFORMATION (Cont'd)
RESULTS OF OPERATIONS - Cont'd
For certain other information which may impact WN's future financial condition
or results of operations, see ITEM 1. LEGAL PROCEEDINGS and ITEM 5. OTHER
INFORMATION in Part II of this report.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The following information should be read in conjunction with ITEM 3. LEGAL
PROCEEDINGS in PART I of Wisconsin Natural Gas Company's ("WN") Annual Report
on Form 10-K for the year ended December 31, 1994 and ITEM 1. LEGAL
PROCEEDINGS in Part II of WN's Quarterly Reports on Form 10-Q for the periods
ended March 31, 1995 and June 30, 1995.
WISCONSIN RETAIL RATE MATTERS
1996 Test Year: On May 1, 1995, WE and WN filed with the PSCW required data
related to the 1996 test year. This was an abbreviated filing since no
increase in rates was requested. At the PSCW's open meeting on August 21,
1995, the PSCW determined that the electric, gas and steam rates for 1996
should be decreased from current levels. The dollar impacts and percentage
decreases for electric, gas and steam rates are approximately $33 million
(2.75%), $8 million (2.6%) and approximately $0.8 million (5.1%),
respectively, on an annualized basis. In its letter dated September 11, 1995,
the PSCW directed that the rate decreases be implemented effective January 1,
1996.
1997 Test Year: In its letter dated September 11, 1995, the PSCW instructed
WE and WN to file in January 1996 specific financial data related to the 1997
test year. The PSCW has determined that it will need a full review of WE and
WN's rates for the 1997 test year in connection with the consideration of the
application for approval of the proposed merger of Wisconsin Energy
Corporation and Northern States Power Company. Further information concerning
the proposed merger is included in ITEM 5. OTHER INFORMATION - MERGER
AGREEMENT WITH NORTHERN STATES POWER COMPANY in Part II of this report.
ITEM 5. OTHER INFORMATION
MERGER AGREEMENT WITH NORTHERN STATES POWER COMPANY
As previously reported, on April 28, 1995, Wisconsin Energy Corporation
("WEC"), Wisconsin Natural Gas Company's ("WN") parent company, and Northern
States Power Company, a Minnesota corporation ("NSP"), entered into an
Agreement and Plan of Merger, which was amended and restated as of July 26,
1995 (the "Merger Agreement"). The Merger Agreement provides for a strategic
business combination involving WEC and NSP in a "merger-of-equals"
transaction. As a result, WEC will become a registered public utility holding
company under the Public Utility Holding Company Act of 1935, as amended, and
will change its name to Primergy Corporation ("Primergy"). Primergy will be
the parent company of NSP (which, for regulatory reasons, will reincorporate
in Wisconsin ("New NSP")), of Wisconsin Electric Power Company ("WE") (the
principal utility subsidiary of WEC, which will be renamed Wisconsin Energy
Company) and of the other subsidiaries of WEC and NSP. The business
combination is intended to be tax-free for income tax purposes and to be
accounted for as a "pooling of interests".
- 8 -
<PAGE> 9
FORM 10-Q
WISCONSIN NATURAL GAS COMPANY
---------------------------------
PART II - OTHER INFORMATION (Cont'd)
MERGER AGREEMENT WITH NORTHERN STATES POWER COMPANY (Cont'd)
Wisconsin Energy Company will include the operations of WN, which WEC intends
to merge into WE to form a single combined utility subsidiary, as previously
planned. Completion of the planned merger of WN into WE is expected to occur
by January 1, 1996.
Northern States Power Company, a Wisconsin corporation ("NSP-WI"), currently a
wholly owned subsidiary of NSP, will also be merged into Wisconsin Energy
Company in connection with the transactions contemplated by the Merger
Agreement. Prior to the merger of NSP-WI into Wisconsin Energy Company, New
NSP will acquire certain gas utility assets in LaCrosse and Hudson, Wisconsin
from NSP-WI.
WEC and NSP recognize that the divestiture of their existing gas operations
and certain non-utility operations is a possibility under the new registered
holding company structure contemplated by the Merger Agreement, but will seek
approval from the Securities and Exchange Commission ("SEC") to maintain such
businesses. If divestiture is ultimately required, the SEC has historically
allowed companies sufficient time to accomplish divestitures in a manner that
protects shareholder value.
The Merger Agreement is subject to various conditions, including the approval
of various regulatory agencies. On July 10, 1995, WEC and NSP filed an
application and supporting testimony with the Federal Energy Regulatory
Commission ("FERC") seeking approval of the proposed business combination.
FERC has received a number of protests about and requests for hearings on the
application to which WEC and NSP have responded. The matter is pending.
Applications for approval of the mergers contemplated by the Merger Agreement
and related transactions, including, in the case of certain commissions, the
issuance of securities in connection therewith, were filed in early August
1995 with the Minnesota, Wisconsin, North Dakota and Michigan utility
commissions. An application for disclaimer of jurisdiction was filed with the
South Dakota utility commission concurrently with other state applications.
The PSCW has determined that it will need a full review of WE's rates for the
1997 test year in connection with the consideration of the application for
approval of the mergers contemplated by the Merger Agreement and related
transactions. The Merger Agreement and certain related matters were approved
by shareholders of WEC and NSP at their respective meetings of shareholders
held on September 13, 1995. Applications for license amendments and approvals
relating to the proposed merger were filed with the Nuclear Regulatory
Commission in late October 1995. Subject to obtaining all requisite
approvals, WEC and NSP anticipate completing this business combination late in
1996.
Further information related to the Merger Agreement was previously reported in
WEC's Current Reports on Form 8-K dated as of April 28, 1995 and as of
September 13, 1995, in WE's Current Report on Form 8-K dated as of
August 25, 1995 and in WEC's, WE's and WN's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1995 and June 30, 1995. Detailed information
with respect to the Merger Agreement and the transactions contemplated thereby
is contained in the Joint Proxy Statement/Prospectus dated August 7, 1995
(contained in WEC's Registration Statement on Form S-4, Registration No.
33-61619) which relates to the meetings of the shareholders of WEC and NSP to
vote on the Merger Agreement and related matters.
- 9 -
<PAGE> 10
FORM 10-Q
WISCONSIN NATURAL GAS COMPANY
---------------------------------
PART II - OTHER INFORMATION (Cont'd)
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. The following Exhibit is filed with this report:
Exhibit No.
(27)-1 Wisconsin Natural Gas Company ("WN") Financial Data Schedule
for the nine months ended September 30, 1995.
The following Exhibits are incorporated herein by reference:
(2)-1 Amended and Restated Agreement and Plan of Merger, dated as of
April 28, 1995, as amended and restated as of July 26, 1995,
by and among Northern States Power Company, Wisconsin Energy
Corporation ("WEC"), Northern Power Wisconsin Corp. and WEC
Sub Corp. (Exhibit (2)-1 to WEC's Registration Statement on
Form S-4 filed on August 7, 1995, Registration No. 33-61619.)
(2)-2 Plan and Agreement of Merger, dated June 30, 1994, by and
between WE and WN. (Appendix A to WE's Proxy Statement dated
October 31, 1994, in File No. 1-1245.)
(b) Reports on Form 8-K:
No current reports on Form 8-K were filed in the quarter ended
September 30, 1995.
- 10 -
<PAGE> 11
FORM 10-Q
WISCONSIN NATURAL GAS COMPANY
-------------------------------
SIGNATURES
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 thereunto duly authorized.
WISCONSIN NATURAL GAS COMPANY
--------------------------------------
(Registrant)
/s/R. R. Grigg, Jr.
------------------------------------
Date: November 10, 1995 R. R. Grigg, Jr., President and
Chief Operating Officer
/s/A. K. Klisurich
------------------------------------
Date: November 10, 1995 A. K. Klisurich, Controller - Chief
Accounting Officer
- 11 -
<PAGE> 12
WISCONSIN NATURAL GAS COMPANY
----------------------------------
EXHIBIT INDEX
Quarterly Report on Form 10-Q
For the Quarter Ended September 30, 1995
Exhibit
Number
- -------
The following Exhibit is filed with this report:
(27)-1 Wisconsin Natural Gas Company ("WN" or "Wisconsin Natural")
Financial Data Schedule for the nine months ended September 30,
1995.
The following Exhibits are incorporated herein by reference:
(2)-1 Amended and Restated Agreement and Plan of Merger, dated as of
April 28, 1995, as amended and restated as of July 26, 1995,
by and among Northern States Power Company, Wisconsin Energy
Corporation ("WEC"), Northern Power Wisconsin Corp. and WEC
Sub Corp. (Exhibit (2)-1 to WEC's Registration Statement on
Form S-4 filed on August 7, 1995, Registration No. 33-61619.)
(2)-2 Plan and Agreement of Merger, dated June 30, 1994, by and
between WE and WN. (Appendix A to WE's Proxy Statement dated
October 31, 1994, in File No. 1-1245.)
- 12 -
<TABLE> <S> <C>
<ARTICLE> UT
<LEGEND> THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE UNAUDITED FINANCIAL STATEMENTS OF WISCONSIN NATURAL
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
<MULTIPLIER> 1,000
<S> <C>
<CURRENCY> U.S. DOLLARS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<PERIOD-TYPE> 9-MOS
<EXCHANGE-RATE> 1
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 249,824
<OTHER-PROPERTY-AND-INVEST> 2,438
<TOTAL-CURRENT-ASSETS> 68,559
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 27,974
<TOTAL-ASSETS> 348,795
<COMMON> 1,725
<CAPITAL-SURPLUS-PAID-IN> 79,291
<RETAINED-EARNINGS> 54,198
<TOTAL-COMMON-STOCKHOLDERS-EQ> 135,214
0
0
<LONG-TERM-DEBT-NET> 66,567
<SHORT-TERM-NOTES> 32,599
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 114,415
<TOT-CAPITALIZATION-AND-LIAB> 348,795
<GROSS-OPERATING-REVENUE> 215,701
<INCOME-TAX-EXPENSE> 7,113
<OTHER-OPERATING-EXPENSES> 190,999
<TOTAL-OPERATING-EXPENSES> 198,112
<OPERATING-INCOME-LOSS> 17,589
<OTHER-INCOME-NET> (761)
<INCOME-BEFORE-INTEREST-EXPEN> 16,828
<TOTAL-INTEREST-EXPENSE> 5,511
<NET-INCOME> 11,317
0
<EARNINGS-AVAILABLE-FOR-COMM> 11,317
<COMMON-STOCK-DIVIDENDS> 8,225
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 57,068
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
Earnings per share of common stock is not applicable because all of the
company's common stock is owned by Wisconsin Energy Corporation.
See financial statements and footnotes in accompanying 10-Q.
</TABLE>
