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
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of claimant and every subsidiary thereof, other than any
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exempt wholesale generator (EWG) or foreign utility company
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in which claimant directly or indirectly holds an interest.
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Wisconsin Public Service Corporation (herein sometimes
------------------------------------
referred to as 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 368,000 electric customers and
212,000 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
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service to 14 communities. About 97% of operating revenues
in the year 1996 were derived from Wisconsin customers, and
3% from Michigan customers.
WPS Leasing, Inc. was incorporated September 22, 1994 under
-----------------
the 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 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, 1996 were $14,681,000 or 1.2% of
the Company's assets. The Company's equity in net income
for the year 1996 was $(143,000). 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 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, 1996 were $771,000 or .06% of the Company's
assets. The Company's equity in net income for the year
1996 was $21,000, or .03% 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
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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 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, 1996 were $6,374,000 or .50% of the
Company's assets. The Company's equity in net income for
the year 1996 was $526,000, or .87% 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.
2. A brief description of the properties of claimant and each
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of its subsidiary public utility companies used for the
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generation, transmission, and distribution of electric
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energy for sale, or for the production, transmission, and
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distribution of natural or manufactured gas, indicating the
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location of principal generating plants, transmission lines,
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producing fields, gas manufacturing plants, and electric and
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gas distribution facilities, including all such properties
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which are outside the state in which claimant and its
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subsidiaries are organized and all transmission or pipelines
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which deliver or receive electric energy or gas at the
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borders of such state.
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Statistics set forth in the answer to this Item are as of
December 31, 1996.
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Wisconsin Public Service Corporation owns and operates
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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
855,400 kilowatts ("kw"), a 41.2% share of the Kewaunee
Nuclear Power Plant at Kewaunee, Wisconsin, which the
Company operates, with a rated capacity of 515,000 kw (the
Company'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
1,021,000 kw (the Company's share is 324,700 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
331,100 kw (the Company's share is 105,300 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 (the Company's share is 55,830 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 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 20,751 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 to serve 4 neighboring municipal
utilities. Gas facilities include approximately 4,187 miles
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of main, 68 gate and city regulator stations and
195,945 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 96% of utility plant is located in Wisconsin,
and the balance is in Michigan.
3. The following information for the last calendar year with
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respect to claimant and each of its subsidiary public
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utility companies: (The information required by Item 3 of
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this Form U-3A-2 is shown in Exhibit D hereto.)
4. The following information for the reporting period with
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respect to claimant and each interest it holds directly or
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indirectly in an EWG or a foreign utility company, stating
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monetary amounts in United States dollars.
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Not Applicable.
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LIST OF EXHIBITS
Exhibit A-1 Balance Sheet at December 31, 1996, 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, 1996.
Exhibit A-3 Balance Sheet at December 31, 1996, and Statements
of Income and Surplus Accounts of Wisconsin River
Power Company for the year ended December 31,
1996, 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 1996
of electric energy and gas by Wisconsin Public
Service Corporation and Wisconsin River Power
Company.
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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, 1997.
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
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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, 1996
<CAPTION>
Wisconsin Eliminations
Public WPS Debit Credit Consolidated
Service Leasing, ----- ------ Balance
Corporation Inc. (Thousands) Sheet
ASSETS ----------- -------- ----- ------ ------------
------
<S> <C> <C> <C> <C> <C>
Utility Plant:
In service
Electric $1,458,816 $15,288 $1,474,104
Gas 240,791 0 240,791
Less - accumulated depreciation 951,626 670 952,296
--------- ------ ---------
Net plant 747,981 14,618 762,599
Nuclear decommissioning trusts 100,570 0 100,570
Construction work in progress 10,301 0 10,301
Nuclear fuel - net 19,381 0 19,381
--------- ------ ---------
Net Utility Plant 878,233 14,618 892,851
Current Assets:
Cash 4,223 (58) 4,165
Customer and other receivables 66,237 121 124 66,234
Accrued utility revenues 35,326 0 35,326
Fossil fuel, at average cost 8,224 0 8,224
Gas in storage, at average cost 16,440 0 16,440
Materials and supplies, at average cost 19,796 0 19,796
Prepayments and other 22,189 0 22,189
--------- ------ ---------
Total Current Assets 172,435 63 172,374
--------- ------ ---------
Regulatory Assets 96,920 0 96,920
Investments and Other Assets 97,050 0 247 96,803
--------- ------ ---------
Total Assets $1,244,638 $14,681 $1,258,948
========= ====== =========
CAPITALIZATION AND LIABILITIES
------------------------------
Capitalization:
Common stock equity $ 169,430 $ 476 476 169,430
Retained earnings 291,740 (229) 229 291,740
ESOP loan guarantee (12,745) 0 (12,745)
Preferred stock 51,200 0 51,200
Long-term debt 296,207 14,612 310,819
--------- ------ ---------
Total Capitalization 795,832 14,859 810,444
Current Liabilities:
Note payable 10,000 0 10,000
Commercial paper 29,000 0 29,000
Accounts payable 62,621 3 124 62,500
Accrued taxes 1,353 (3) 1,350
Accrued interest 8,134 0 8,134
Other 12,324 0 12,324
--------- ------ ---------
Total Current Liabilities 123,432 0 123,308
--------- ------ ---------
Other Long-Term Liabilities
and Deferred Credits:
Accumulated deferred income taxes 131,727 (178) 131,549
Accumulated deferred
investment tax credits 28,669 0 28,669
Regulatory liabilities 48,870 0 48,870
Other long-term liabilities 116,108 0 116,108
--------- ------ ---------
Total Other Long-Term Liabilities 325,374 (178) 325,196
--------- ------ --- --- ---------
Total Capitalization and Liabilities $1,244,638 $14,681 600 600 $1,258,948
========= ====== === === =========
</TABLE>
<TABLE>
WISCONSIN PUBLIC SERVICE CORPORATION AND SUBSIDIARY EXHIBIT A-2
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1996
<CAPTION>
Wisconsin Eliminations
Public WPS Debit Credit Consolidated
Service Leasing, ----- ------ Balance
Corporation Inc. (Thousands) Sheet
ASSETS ----------- -------- ----- ------ ------------
------
<S> <C> <C> <C> <C> <C>
Operating Revenues:
Electric $490,506 $ 0 $490,506
Gas 211,357 0 211,357
Other 0 1,216 1,216 0
------- ----- -------
Total Operating Revenues 701,863 1,216 701,863
------- ----- -------
Operating Expenses:
Electric production fuels 106,185 0 449 1,216 105,418
Cost of gas sold 149,388 0 149,388
Purchased power 37,737 0 37,737
Other 158,144 23 158,167
Maintenance 48,734 0 48,734
Depreciation and amortization 63,835 449 449 63,835
Taxes other than income 26,869 0 26,869
------- --- -------
Total Operating Expenses 590,892 472 590,148
------- --- -------
Operating Income 110,971 744 111,715
------- --- -------
Other Income and (Deductions):
Allowance for equity funds
used during construction 139 0 139
Other, net 4,980 0 143 5,123
------- --- -------
Total Other Income and (Deductions) 5,119 0 5,262
------- --- -------
Interest Expense:
Interest on long-term debt 21,531 981 22,512
Allowance for borrowed funds
during construction (128) 0 (128)
Other interest 2,688 0 2,688
------- --- -------
Total Interest Expense 24,091 981 25,072
------- --- -------
Income before income taxes 91,999 (237) 91,905
Income taxes 31,609 (94) 31,515
------- --- -------
Net Income 60,390 $(143) 60,390
Preferred stock dividends of subsidiary 3,111 0 3,111
------- --- ----- ----- -------
Earnings on common stock $ 57,279 $(143) 1,665 1,808 $ 57,279
======= === ===== ===== =======
</TABLE>
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<TABLE>
WISCONSIN PUBLIC SERVICE CORPORATION AND SUBSIDIARY EXHIBIT A-2
CONSOLIDATING STATEMENT OF RETAINED EARNINGS (CONTINUED)
AS OF DECEMBER 31, 1996
<CAPTION>
Wisconsin Eliminations
Public WPS Debit Credit Consolidated
Service Leasing, ----- ------ Balance
Corporation Inc. (Thousands) Sheet
ASSETS ----------- -------- ----- ------ ------------
------
<S> <C> <C> <C> <C> <C>
Retained Earnings (1/31/96)
Wisconsin Public Service Corporation $290,387 $ $290,387
WPS Leasing, Inc. (86) 86 0
Net Income 60,390 (143) 143 60,390
------- ---- -------
350,777 (229) 350,777
Dividends Declared (Common and Preferred):
Wisconsin Public Service Corporation 59,037 59,037
------- ---- -- --- -------
Retained Earnings (12/31/96) $291,740 $(229) 0 229 $291,740
======= ==== == === =======
</TABLE>
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<TABLE> <S> <C>
<ARTICLE> OPUR3 EXHIBIT B
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<BOOK-VALUE> PER-BOOK
<TOTAL-ASSETS> 1,258,948
<TOTAL-OPERATING-REVENUES> 701,863
<NET-INCOME> 60,390
</TABLE>
<TABLE>
WISCONSIN PUBLIC SERVICE CORPORATION EXHIBIT D
<CAPTION>
SALES OF ELECTRIC ENERGY AND GAS
Calendar Year 1996
Wisconsin Wisconsin
Public Service River Power
Corporation Company
-------------- -----------
<S> <C> <C>
(a) Electric energy
sold (at retail or
wholesale) (KWH) 11,011,842,222 226,023,000
Intercompany None 75,341,000*
Other 11,011,842,222 150,682,000*
Gas distributed at
retail (MCF) 41,019,755** None
Intercompany None None
Other 41,019,755** None
(b) Electric energy distributed
at retail outside state
of organization (KWH) 291,149,981 None
Gas distributed at
retail outside state
of organization (MCF) 1,012,223** None
(c) Electric energy sold at
wholesale outside state
of organization or at
state line (KWH) 10,990,600 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) 41,019,755 None
</TABLE>
PAGE
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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 13,970,091 MCF and 312,287 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 78,275 kWh of interchange energy were offset by deliveries
of 361 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.
