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 54307-9001. 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. The Company serves approximately 354,000 electric
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customers and 205,000 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
1995 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, 1995 were $6,215,000 or .5% of the Company's assets. The
Company's equity in net income for the year 1995 was $(77,000). 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.
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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
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, 1995 were $752,000 or .06% of the Company's assets. The
Company's equity in net income for the year 1995 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"),
-----------------------------
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
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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
River Company in substantially equal parts. Total assets of Wisconsin
River Power Company at December 31, 1995 were $6,205,000 or .50% of the
Company's assets. The Company's equity in net income for the year 1995
was $440,000, or .74% 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 Communications, Inc. was incorporated September 10, 1985 under the
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laws of the state of Wisconsin and had its principal office at the
principal executive offices of the Company. The directors and officers
of WPS Communications, Inc. were 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
restructuring. 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
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the partnership to Midwest Relay Company. On December 27, 1995,
WPS Communications, Inc. was merged into the Company and ceased
existence. WPS Communications never was a public utility.
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,
1995.
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
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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,
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 56 transmission
substations, 108 distribution substations and approximately 20,426 route
miles of transmission and distribution lines. The Company is
interconnected with Wisconsin River Power Company, has 18
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 2 in Michigan) with nonaffiliated
neighboring utilities, principally for the purpose of sharing reserve
capacity and for emergencies. The Company also has 14 interconnections
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to serve 4 neighboring municipal utilities. Gas facilities include
approximately 3,777 miles of main, 65 gate and city regulator stations
and 189,642 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 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.
PAGE
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LIST OF EXHIBITS
Exhibit A-1 Balance Sheet at December 31, 1995, 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, 1995.
Exhibit A-3 Balance Sheet at December 31, 1995, and statements of income
and surplus accounts of Wisconsin River Power Company for the
year ended December 31, 1995, 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 1995 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 27th day of February, 1996.
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/ F. J. Kicsar
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F. J. Kicsar
Secretary
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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
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<TABLE>
WISCONSIN PUBLIC SERVICE CORPORATION AND SUBSIDIARY EXHIBIT A-1
CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 1995
<CAPTION>
Wisconsin Eliminations
Public WPS Debit Credit Consolidated
Service Leasing, ----- ------ Balance
Corporation Inc. (Thousands) Sheet
------------ ------- ----- ------ ------------
<S> <C> <C> <C> <C> <C>
ASSETS
------
Utility Plant:
In service
Electric $1,434,748 $6,378 $1,441,126
Gas 228,346 0 228,346
Less - accumulated depreciation 905,203 224 905,427
--------- ----- ---------
Net plant 757,891 6,154 764,045
Nuclear decommissioning trusts 82,109 0 82,109
Construction work in progress 8,463 0 8,463
Nuclear fuel - net 14,275 0 14,275
--------- ----- ---------
Net utility plant 862,738 6,154 868,892
Current Assets:
Cash 4,408 63 4,471
Customer and other receivables 62,160 (3) 1 62,156
Accrued utility revenues 37,586 0 37,586
Fossil fuel, at average cost 8,701 0 8,701
Gas in storage, at average cost 9,903 0 9,903
Materials and supplies, at average cost 20,312 0 20,312
Prepayments and other 23,526 0 23,526
--------- ----- ---------
Total current assets 166,596 60 166,655
--------- ----- ---------
Regulatory Assets 111,101 0 111,101
Investments and Other Assets 86,883 0 120 86,763
--------- ----- ---------
Total Assets $1,227,318 $6,214 $1,233,411
========= ===== =========
CAPITALIZATION AND LIABILITIES
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Capitalization:
Common stock equity $ 169,430 $ 206 206 $ 169,430
Retained earnings 292,291 (86) 86 292,291
ESOP loan guarantee (16,346) 0 (16,346)
Preferred stock 51,200 0 51,200
Long-term debt 306,590 6,101 312,691
--------- ----- ---------
Total Capitalization 803,165 6,221 809,266
Current Liabilities:
Note payable 10,000 0 10,000
Commercial paper 11,500 0 11,500
Accounts payable 52,828 54 1 52,881
Accrued taxes 1,744 0 1,744
Accrued interest 8,378 0 8,378
Other 19,514 0 19,514
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Total Current Liabilities 103,964 54 104,017
--------- ----- ---------
Other Long-Term Liabilities
and Deferred Credits:
Accumulated deferred income taxes 136,287 (61) 136,226
Accumulated deferred
investment tax credits 30,447 0 30,447
Regulatory liabilities 49,924 0 49,924
Other long-term liabilities 103,531 0 103,531
--------- ----- ---------
320,189 (61) 320,128
--------- ----- --- --- ---------
Total Capitalization and Liabilities $1,227,318 $6,214 207 207 $1,233,411
========= ===== === === =========
</TABLE>
<TABLE>
WISCONSIN PUBLIC SERVICE CORPORATION AND SUBSIDIARY EXHIBIT A-2
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1995
<CAPTION>
Wisconsin Eliminations
Public WPS Debit Credit Consolidated
Service Leasing, ----- ------ Balance
Corporation Inc. (Thousands) Sheet
----------- ------- ----- ------ ------------
<S> <C> <C> <C> <C> <C>
Operating Revenues:
Electric $489,000 $ 0 $489,000
Gas 174,693 0 174,693
Other 0 644 644 0
------- --- -------
663,693 644 663,693
------- --- -------
Operating Expenses:
Electric production fuels 105,279 0 223 644 104,858
Cost of gas sold 116,253 0 116,253
Purchased power 39,593 0 39,593
Other 150,871 10 150,881
Maintenance 50,761 0 50,761
Depreciation and amortization 65,373 223 223 65,373
Taxes other than income 25,920 0 25,920
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554,050 233 553,639
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Operating Income 109,643 411 110,054
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Other Income and (Deductions):
Allowance for equity funds
used during construction 170 0 170
Other, net 5,890 0 129 6,019
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6,060 0 6,189
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Interest Expense:
Interest on long-term debt 22,869 540 23,409
Allowance for borrowed funds
during construction (68) 0 (68)
Other interest 2,526 0 2,526
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25,327 540 25,867
------- --- -------
Income before income taxes 90,376 (129) 90,376
Income taxes 31,138 (52) 52 31,138
Preferred stock dividends of subsidiary 3,111 0 3,111
------- --- --- --- -------
Net Income $ 56,127 $(77) 919 996 $ 56,127
======= === === === =======
</TABLE>
<TABLE>
WISCONSIN PUBLIC SERVICE CORPORATION AND SUBSIDIARY EXHIBIT A-2
CONSOLIDATING STATEMENT OF RETAINED EARNINGS (CONTINUED)
AS OF DECEMBER 31, 1995
<CAPTION>
Wisconsin Eliminations
Public WPS Debit Credit Consolidated
Service Leasing, ----- ------ Balance
Corporation Inc. (Thousands) Sheet
----------- ------- ----- ------ ------------
<S> <C> <C> <C> <C> <C>
Retained Earnings (1/31/95)
Wisconsin Public Service Corporation $280,730 $ $280,730
WPS Leasing, Inc. 0 (9) 9 0
Net Income 56,127 (77) 77 56,127
------- ---- -------
336,857 (86) 336,857
Dividends Declared (Common and Preferred):
Wisconsin Public Service Corporation 46,470 46,470
FAS 115 Adjustment 1,904 1,904
------- ---- -- -- -------
Retained Earnings (12/31/95) $292,291 $(86) 0 86 $292,291
======= ==== == == =======
</TABLE>
<TABLE>
WISCONSIN PUBLIC SERVICE CORPORATION EXHIBIT B
<CAPTION>
SALES OF ELECTRIC ENERGY AND GAS
Calendar Year 1995
Wisconsin Wisconsin
Public Service River Power
Corporation Company
-------------- -----------
<S> <C> <C>
(a) Electric energy
sold (at retail or
wholesale) (KWH) 10,978,131,069 198,993,000
Intercompany None 66,331,000*
Other 10,978,131,069 132,662,000*
Gas distributed at
retail (MCF) 38,314,637** None
Intercompany None None
Other 38,314,637** None
(b) Electric energy distributed
at retail outside state
of organization (KWH) 240,171,035 None
Gas distributed at
retail outside state
of organization (MCF) 951,008** None
(c) Electric energy sold at
wholesale outside state
of organization or at
state line (KWH) 10,778,000 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
</TABLE>
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 12,798,401 and 306,133 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 74,985 kWh of interchange energy were offset by deliveries
of 908 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.
<TABLE> <S> <C>
<ARTICLE> OPUR3
<SUBSIDIARY>
<NUMBER> 1
<NAME> WPS LEASING, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<BOOK-VALUE> PER-BOOK
<TOTAL-ASSETS> 1,233,411
<TOTAL-OPERATING-REVENUES> 663,693
<NET-INCOME> 59,238
</TABLE>
