FORM U-3A-2
File No. 69-35
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Annual Statement by Holding Company
Claiming Exemption Under Rule U-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-2, its statement claiming exemption as
a holding company from the provisions of the Public Utility Holding Company
Act of 1935. In support of such claim for exemption the following information
is submitted:
1. Name, state of organization, location and nature of business of claimant
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and every subsidiary thereof, other than any exempt wholesale generator
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(EWG) or foreign utility company in which claimant directly or
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indirectly holds an interest.
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Wisconsin Public Service Corporation (herein sometimes referred to as
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the "Company") 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. 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. The Company serves approximately 354,000 electric
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customers and 197,000 gas customers in 11,000 square miles in
Northeastern 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). The Company furnishes retail
electric service in all these cities except Sheboygan, and gas in all
except Wausau. Additionally, the Company provides wholesale electric
service to 13 communities. About 98% of operating revenues in the year
1994 were derived from Wisconsin customers, and 2% from Michigan
customers.
WPS Leasing, Inc. was incorporated September 22, 1994 under the laws of
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the state of Wisconsin and has its principal office at the principal
executive offices of the Company. The directors and officers of WPS
Leasing, Inc. are in each case also officers of the Company. The
Company 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, 1994 were $6,389,000 or .5% of the Company s assets. The
Company s equity in net income for the year 1994 was $(9,000). 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.
Wisconsin Valley Improvement Company, of which the Company owns 26.9% of
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the voting stock, is incorporated under the laws of the state of
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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, 1994 were $760,000 or .06% of the Company's assets. The
Company's equity in net income for the year 1994 was $21,000, or .04% of
the Company'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 Wisconsin Public Service
Corporation.
Wisconsin River Power Company (herein sometimes called "River Company"),
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of which the Company 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 Wisconsin Public
Service Corporation, which three companies own all outstanding stock of
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River Company in substantially equal parts. Total assets of Wisconsin
River Power Company at December 31, 1994 were $6,106,000 or .51% of the
Company's assets. The Company's equity in net income for the year 1994
was $343,000, or .65% of the Company'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.
WPS Resources Corporation, (herein sometimes called "WPSR"), was
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incorporated on December 3, 1993 under the laws of the state of
Wisconsin and has its principal office at the principal executive
offices of the Company. WPSR was organized for the purpose of becoming
the new parent holding company in a corporate restructuring. Effective
September 1, 1994, WPSR, as the result of a share-for-share exchange of
common stock with the Company, became the parent of the Company. After
the exchange, WPSR owns 100% of the Company s common stock, consisting
of 23,896,962 shares, with $4 per share par value. The directors and
officers of WPSR are in each case directors and officers of the Company.
The total consolidated assets of WPSR at December 31, 1994 were
$1,217,275,000. WPSR is not a public utility.
Packerland Energy Services, Inc., (herein sometimes called
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"Packerland"), was a wholly owned subsidiary of the Company, all of the
capital stock of which was transferred to WPSR on September 1, 1994 as
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part of a corporate restructuring. Packerland was formerly known as
Wisconsin Public Service Nuclear Fuel Inc from April 13, 1973 until the
name was changed to Wisconsin Public Service Resources, Inc. in
September 1983. The name was changed to Packerland Energy Services, Inc
on November 15, 1993. Packerland is incorporated under the laws of the
state of Wisconsin and has its principal office at the principal
executive offices of the Company. Packerland had been inactive since
1973, but was used in 1994 to provide non-regulated energy and energy
related services. Packerland is not and nver has been a public utility.
WPS Communications, Inc. was incorporated September 10, 1985 under the
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laws of the state of Wisconsin and has its principal office at the
principal executive offices of the Company. The directors and officers
of WPS Communications, Inc. are in each case also officers of the
Company. The Company owned 100% of WPS Communications' capital stock,
consisting of 1,000 shares of common stock, with $1 per share par value,
at the stated capital amount of $1 per share until September 1, 1994
when the Company transferred the stock to WPSR as part of a corporate
resturcturing. The intended principal business of WPS Communications,
Inc. was to participate as a partner in the NorLight Partnership which
was created to construct and operate a fiber optics communication
system. In December 1991, the partners of NorLight sold the assets of
the partnership to Midwest Relay Company. WPS Communications is not and
never was a public utility.
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2. A brief description of the properties of claimant and each of its
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subsidiary public utility companies used for the generation,
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transmission, and distribution of electric energy for sale, or for the
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production, transmission, and distribution of natural or manufactured
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gas, indicating the location of principal generating plants,
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transmission lines, producing fields, gas manufacturing plants, and
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electric and gas distribution facilities, including all such properties
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which are outside the state in which claimant and its subsidiaries are
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organized and all transmission or pipelines which deliver or receive
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electric energy or gas at the borders of such state.
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Statistics set forth in the answer to this Item are as of December 31,
1994.
Wisconsin Public Service Corporation owns and operates electric
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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 829,100 kw, a 41.2%
share of the Kewaunee Nuclear Power Plant at Kewaunee, Wisconsin, which
the Company operates, with a rated capacity of 535,000 kw (the Company's
share is 221,000 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 1,054,000 kw (the Company's share is 335,200 kw), a
31.8% share of the Edgewater Steam Plant Unit #4 at Sheboygan,
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Wisconsin, owned jointly with Wisconsin Power and Light Company, the
operator, with a rated capacity of 330,000 kw (the Company's share is
104,940 kw), combustion turbines of 51,000 kw and 21,500 kw,
respectively, south of Wausau, Wisconsin, two combustion turbines of
41,850 kw each and a 68% share in a combustion turbine of 83,500 kw (the
WPS share is 56,780 kw) owned jointly with Marshfield Electric and Water
Department and operated by the Company, all located near Marinette,
Wisconsin, 15 hydroelectric plants (14 in Wisconsin and one on the
border stream between Wisconsin and Michigan) with aggregate rated
capacity of 64,786 kw, a 4,000 kw diesel plant at Eagle River,
Wisconsin, and a 40 kw wind turbine located near Kewaunee, Wisconsin.
Its transmission and distribution facilities include 51 transmission
substations, 107 distribution substations and approximately 20,316 route
miles of transmission and distribution lines. The Company is
interconnected with Wisconsin River Power Company, has 13
interconnections in Wisconsin for purposes of power pooling (Wisconsin
Power and Light Company and Madison Gas and Electric Company), and 24
interconnections (22 in Wisconsin and two in Michigan) with
nonaffiliated neighboring utilities, principally for the purpose of
sharing reserve capacity and for emergencies. The Company also has ten
interconnections to serve three neighboring municipal utilities. Gas
facilities include approximately 3,532 miles of main, 70 gate and city
regulator stations and 181,078 services. All gas facilities are located
in Wisconsin except for distribution facilities in and near the city of
Menominee, Michigan, which receive gas from the Company's gas lines in
the adjacent city of Marinette, Wisconsin. All of the Company's
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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 98% 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
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claimant and each of its subsidiary public utility companies: (The
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information required by Item 3 of this Form U-3A-2 is shown in Exhibit B
hereto.)
4. The following information for the reporting period with respect to
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claimant and each interest it holds directly or indirectly in an EWG or
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a foreign utility company, stating monetary amounts in United States
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dollars.
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Not Applicable.
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LIST OF EXHIBITS
Exhibit A-1 Balance Sheet and Statement of Capitalization at December 31,
1994, 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, 1994.
Exhibit A-3 Balance Sheet at December 31, 1994, and statements of income
and surplus accounts of Wisconsin River Power Company for the
year ended December 31, 1994, filed by reference to Exhibits
A-4 and A-5, respectively, 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 Statement showing sales for the calendar year 1994 of electric
energy and gas by Wisconsin Public Service Corporation and
Wisconsin River Power Company.
The above-named claimant has caused this statement to be duly executed on its
behalf by its authorized officer on the 27 th day of February, 1995.
WISCONSIN PUBLIC SERVICE CORPORATION
/s/ P. D. Schrickel
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P. D. Schrickel
Senior Vice President -
Finance and Corporate Services
(CORPORATE SEAL)
Attest: /s/ R. H. Knuth
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R. H. Knuth
Assistant Vice President-Secretary
Name, title, and address of officer to whom notices and correspondence
concerning this statement should be addressed:
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R. H. Knuth, Assistant Vice President-Secretary
Wisconsin Public Service Corporation
700 North Adams Street, P. O. Box 19001
Green Bay, Wisconsin 54307
<TABLE>
WISCONSIN PUBLIC SERVICE CORPORATION AND SUBSIDIARY
CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 1994
<CAPTION>
Wisonsin
Public WPS Consolidated
Service Leasing, Elimination Balance
Corporation Inc. Debit Credit Sheet
(Thousands)
<S> <C> <C> <C> <C> <C>
Assets
Utility Plant:
In service - Electric $1,406,299 $6,367 $1,412,666
Gas 202,897 -- 202,897
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1,609,196 6,367 1,615,563
Less - Accumulated provision for depreciation 846,504 1 846,505
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762,692 6,366 769,058
Nuclear decommissioning trusts 64,147 -- 64,147
Construction in progress 11,131 -- 11,131
Nuclear fuel, less accumulated amortization 19,417 -- 19,417
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Net utility plant 857,387 6,366 863,753
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Current Assets:
Cash and equivalents 3,433 16 3,449
Customer and other receivables, net of reserves 58,029 7 58,036
Accrued utility revenues 28,820 -- 28,820
Fossil fuel, at average cost 10,505 -- 10,505
Gas in storage, at average cost 15,783 -- 15,783
Materials and supplies, at average cost 20,585 -- 20,585
Prepayments and other 21,091 -- 21,091
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Total current assets 158,246 23 158,269
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Regulatory Assets 109,135 -- 109,135
Investments and Other Assets 74,266 -- 197 74,069
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$1,199,034 $6,389 $1,205,226
========= ===== =========
Capitalization and Liabilities
Capitalization:
Common stock equity $429,953 $197 197 $429,953
Preferred stock with no mandatory redemption 51,200 -- 51,200
Long-term debt to Holding Company -- 6,176 6,176
Long-term debt 309,945 -- 309,945
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Total capitalization 791,098 6,373 797,274
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Current Liabilities:
Note payable 10,000 2 10,002
Commercial paper 12,500 -- 12,500
Accounts payable 65,322 14 65,336
Accrued taxes 1,199 -- 1,199
Accrued interest 8,068 -- 8,068
Other 6,627 -- 6,627
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Total current liabilities 103,716 16 103,732
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Other Long-Term Liabilities and Deferred Credits:
Accumulated deferred income taxes 127,126 -- 127,126
Accumulated deferred investment credits 32,172 -- 32,172
Regulatory liabilities 65,995 -- 65,995
Long-term liabilities 78,927 -- 78,927
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304,220 0 304,220
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Commitments and Contingencies
$1,199,034 $6,389 $1,205,226
========= ===== =========
</TABLE>
<TABLE>
WISCONSIN PUBLIC SERVICE CORPORATION AND SUBSIDIARY
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1994
<CAPTION>
Wisonsin
Public WPS
Service Leasing, Elimination Consolidated
Corporation Inc. Debit Credit Income
(Thousands)
<S> <C> <C> <C> <C> <C>
Operating Revenues:
Electric $480,816 -- $480,816
Gas 182,058 -- 182,058
Other -- 3 3 0
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662,874 3 662,874
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Operating Expenses:
Operation -
Electric production fuels 111,014 -- 3 111,011
Purchased power 38,631 -- 38,631
Gas purchased for resale 126,351 -- 126,351
Other 148,368 14 148,382
Maintenance 49,983 -- 49,983
Depreciation and decommissioning 56,364 1 56,365
Taxes -
Federal income 24,087 (5) 24,082
Investment credit restored (2,038) -- (2,038)
State income 7,769 (1) 7,768
Gross receipts and other 26,063 -- 26,063
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586,592 9 586,598
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Operating Income 76,282 (6) 76,276
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Other Income and (Deductions):
Allowance for equity funds used during construction 108 -- 108
Other, net 4,747 -- 3 4,750
Income taxes (234) -- 6 (228)
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4,621 0 4,630
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Income Before Interest Expense 80,903 (6) 80,906
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Interest Expense:
Interest on long-term debt 23,407 3 23,410
Allowance for borrowed funds used during construction (139) -- (139)
Other interest 1,793 -- 1,793
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25,061 3 25,064
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Net Income 55,842 (9) 55,842
Preferred Stock Dividend Requirements 3,111 -- 3,111
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Earnings On Common Stock $52,731 ($9) $52,731
======== ======= ========
Average Number Of Shares Of Common Stock Outstanding (Thousands) 23,897
Earnings Per Average Share Of Common Stock $2.21
Dividends Per Share Of Common Stock $1.80
</TABLE>
<TABLE>
WISCONSIN PUBLIC SERVICE CORPORATION AND SUBSIDIARY
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
AS OF DECEMBER 31, 1994
<CAPTION>
Wisonsin
Public WPS Consolidated
Service Leasing, Elimination Retained
Corporation Inc. Debit Credit Earnings
(Thousands)
<S> <C> <C> <C> <C> <C>
Balance at Beginning of Year $288,693 $0 $288,693
Add - Net income 55,842 (9) 9 55,842
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344,535 (9) 344,535
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Deduct -
Cash dividends declared on preferred stock 3,111 -- 3,111
Cash dividends declared on common stock 43,014 -- 43,014
Dividend to holding company 16,901 -- 16,901
Other 779 -- 779
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63,805 0 63,805
-------- --------- --------
Balance at End of Year $280,730 ($9) $280,730
======== ========= ========
</TABLE
</TABLE>
WISCONSIN PUBLIC SERVICE CORPORATION EXHIBIT B
SALES OF ELECTRIC ENERGY AND GAS
Calendar Year 1994
Wisconsin Wisconsin
Public Service River Power
Corporation Company
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(a) Electric energy
sold (at retail or
wholesale) (KWH) 10,552,016,749 195,744,000
Intercompany None 65,248,000*
Other 10,552,016,749 130,496,000*
Gas distributed at
retail (MCF) 34,373,054** None
Intercompany None None
Other 34,373,054** None
(b) Electric energy distributed
at retail outside state
of organization (KWH) 222,659,269 None
Gas distributed at
retail outside state
of organization (MCF) 903,403** None
(c) Electric energy sold at
wholesale outside state
of organization or at
state line (KWH) 10,686,360 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) None None
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WISCONSIN PUBLIC SERVICE CORPORATION EXHIBIT B
(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 11,441,803 and 300,227 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 81,078 KWH of interchange energy were offset by deliveries
of 346 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.
