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 "WPSC") 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. WPSC serves approximately
375,000 electric customers and 218,000 gas customers in
11,000 square miles in northeastern and central 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). WPSC
furnishes retail electric service in all these cities except
Sheboygan, and gas in all except Wausau. Additionally, WPSC
provides wholesale electric service to 15 communities.
About 97% of operating revenues in the year 1997 were
derived from Wisconsin customers, and 3% from Michigan
customers.
WPS Leasing, Inc. was incorporated on September 22, 1994
----------------
under the laws of the state of Wisconsin and has its
principal office at the principal executive offices of WPSC.
The directors and officers of WPS Leasing, Inc. are in each
case also officers of WPSC. WPSC 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, 1997 were $14,253,712, or 1.2% of WPSC's
assets. WPSC's equity in net income for the year 1997 was
$(144,458). 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 WPSC 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, 1997 were $721,000, or .06% of WPSC's assets.
WPSC's equity in net income for the year 1997 was $21,000,
or .03% of WPSC'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 WPSC.
Wisconsin River Power Company (herein sometimes called
-----------------------------
"River Company"), of which WPSC 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
WPSC, which three companies own all outstanding stock of
River Company in substantially equal parts. Total assets of
Wisconsin River Power Company at December 31, 1997 were
$6,214,000, or .51% of WPSC's assets. WPSC's equity in net
income for the year 1997 was $493,000, or .76% of WPSC'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, 1997.
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- 3 -
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
883,200 kilowatts ("kw"), a 41.2% share of the Kewaunee
Nuclear Power Plant at Kewaunee, Wisconsin, which WPSC
operates, with a rated capacity of 515,000 kw (WPSC'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 1,050,000 kw
(WPSC's share is 334,000 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 342,000 kw (WPSC's share is 108,800 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 (WPSC's share is 55,830 kw)
owned jointly with Marshfield Electric and Water Department
and operated by WPSC, all located near Marinette, Wisconsin,
15 hydroelectric plants (14 in Wisconsin and 1 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 20,907 route
miles of transmission and distribution lines. WPSC is
interconnected with Wisconsin River Power Company, has
15 interconnections in Wisconsin for purposes of power
pooling (Wisconsin Power and Light Company and Madison Gas
and Electric Company), and 25 interconnections (23 in
Wisconsin and 2 in Michigan) with nonaffiliated neighboring
utilities, principally for the purpose of sharing reserve
capacity and for emergencies. WPSC also has 14 interconnections
to serve 4 neighboring municipal utilities. Gas facilities
include approximately 4,623 miles of main, 68 gate and city
regulator stations and 201,566 services. All gas facilities
are located in Wisconsin except for distribution facilities
in and near the city of Menominee, Michigan, which receive
gas from WPSC's gas lines in the adjacent city of Marinette,
Wisconsin. All of WPSC'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 99% 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.)
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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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- 5 -
LIST OF EXHIBITS
Exhibit A-1 Balance Sheet at December 31, 1997, 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, 1997.
Exhibit A-3 Balance Sheet at December 31, 1997, and Statements
of Income and Surplus Accounts of Wisconsin River
Power Company for the year ended December 31, 1997,
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 1997
of electric energy and gas by Wisconsin Public
Service Corporation and Wisconsin River Power
Company.
<PAGE>
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- 6 -
The above-named claimant has caused this statement to be duly
executed on its behalf by its authorized officer on the 25th day
of February, 1998.
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
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F. J. Kicsar
Secretary
<PAGE>
<PAGE>
- 7 -
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
<TABLE>
WISCONSIN PUBLIC SERVICE CORPORATION AND SUBSIDIARY EXHIBIT A-1
CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 1997
<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 $1,491,182 $15,288 $ $ $1,506,470
Gas 251,603 0 251,603
Less - accumulated depreciation 1,030,944 1,205 1,032,149
--------- ------ --- --- ---------
Net plant 711,841 14,083 0 0 725,924
Nuclear decommissioning trusts 134,108 0 134,108
Construction work in progress 7,266 0 7,266
Nuclear fuel - net 19,062 0 19,062
--------- ------ --- --- ---------
Net Utility Plant 872,277 14,083 0 0 886,360
--------- ------ --- --- ---------
Current Assets:
Cash 3,870 51 3,921
Customer and other receivables 55,895 120 122 55,893
Accrued utility revenues 30,750 0 30,750
Fossil fuel, at average cost 9,964 0 9,964
Gas in storage, at average cost 17,194 0 17,194
Materials and supplies, at average cost 18,793 0 18,793
Prepayments and other 20,155 0 20,155
--------- ------ --- --- ---------
Total Current Assets 156,621 171 0 122 156,670
--------- ------ --- --- ---------
Regulatory Assets 78,544 0 78,544
Net Nonutility Plant 2,972 0 2,972
Investments and Other Assets 109,511 0 103 109,408
--------- ------ --- --- ---------
Total Assets $1,219,925 $14,254 0 225 $1,233,954
========= ====== === === =========
CAPITALIZATION AND LIABILITIES
------------------------------
Capitalization:
Common stock equity $ 169,430 $ 476 476 $ 169,430
Retained earnings 297,489 (373) 373 297,489
ESOP loan guarantee (9,798) 0 (9,798)
Preferred stock 51,200 0 51,200
Long-term debt 293,297 14,322 307,619
--------- ------ --- --- ---------
Total Capitalization 801,618 14,425 476 373 815,940
--------- ------ --- --- ---------
Current Liabilities:
Note payable 10,000 0 10,000
Commercial paper 15,500 0 15,500
Accounts payable 46,459 116 122 46,453
Accrued taxes 3,521 (7) 3,514
Accrued interest 7,801 0 7,801
Other 10,049 0 10,049
--------- ------ --- --- ---------
Total Current Liabilities 93,330 109 122 0 93,317
--------- ------ --- --- ---------
Other Long-Term Liabilities
and Deferred Credits:
Accumulated deferred income taxes 127,792 (280) 127,512
Accumulated deferred
investment tax credits 26,901 0 26,901
Regulatory liabilities 50,279 0 50,279
Other long-term liabilities 120,005 0 120,005
--------- ------ --- --- ---------
Total Other Long-Term Liabilities 324,977 (280) 0 0 324,697
--------- ------ --- --- ---------
Total Capitalization and Liabilities $1,219,925 $14,254 $598 $373 $1,233,954
========= ====== === === =========
</TABLE>
<TABLE>
WISCONSIN PUBLIC SERVICE CORPORATION AND SUBSIDIARY EXHIBIT A-2
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1997
<CAPTION>
Wisconsin Eliminations
Public WPS Debit Credit Consolidated
Service Leasing, ----- ------ Statement
Corporation Inc. (Thousands) of Income
----------- -------- ----- ------ ------------
<S> <C> <C> <C> <C> <C>
Operating Revenues:
Electric $479,388 $ 0 $ $ $479,388
Gas 211,090 0 211,090
Other 0 1,453 1,453 0
------- ----- ----- ----- -------
Total Operating Revenues 690,478 1,453 1,453 0 690,478
------- ----- ----- ----- -------
Operating Expenses:
Electric production fuels 108,456 0 535 1,453 107,538
Purchased power 45,876 0 45,876
Cost of gas sold 147,493 0 147,493
Other 134,113 11 11 134,113
Maintenance 41,661 0 41,661
Depreciation and amortization 75,819 535 535 75,819
Taxes other than income 26,396 0 26,396
------- ----- ----- ----- -------
Total Operating Expenses 579,814 546 535 1,999 578,896
------- ----- ----- ----- -------
Operating Income 110,664 907 1,988 1,999 111,582
------- ----- ----- ----- -------
Other Income and (Deductions):
Allowance for equity funds
used during construction 129 0 129
Other, net 12,458 0 133 12,591
------- ----- ----- ----- -------
Total Other Income and (Deductions) 12,587 0 0 133 12,720
------- ----- ----- ----- -------
Income Before Interest Expense 123,251 907 1,988 2,132 124,302
------- ----- ----- ----- -------
Interest Expense:
Interest on long-term debt 21,384 1,146 22,530
Allowance for borrowed funds
during construction (100) 0 (100)
Other interest 3,755 4 3,759
------- ----- ----- ----- -------
Total Interest Expense 25,039 1,150 0 0 26,189
------- ----- ----- ----- -------
Income Before Income Taxes 98,212 (243) 1,988 2,132 98,113
Income Taxes 33,470 (99) 33,371
------- ----- ----- ----- -------
Net Income 64,742 (144) 1,988 2,132 64,742
Preferred Stock Dividends of Subsidiary 3,111 0 3,111
------- ----- ----- ----- -------
Earnings on Common Stock $ 61,631 $ (144) $1,988 $2,132 $ 61,631
======= ===== ===== ===== =======
</TABLE>
PAGE
<PAGE>
<TABLE>
WISCONSIN PUBLIC SERVICE CORPORATION AND SUBSIDIARY EXHIBIT A-2
CONSOLIDATING STATEMENT OF RETAINED EARNINGS (CONTINUED)
AS OF DECEMBER 31, 1997
<CAPTION>
Wisconsin Eliminations
Public WPS Debit Credit Consolidated
Service Leasing, ----- ------ Statement
Corporation Inc. (Thousands) of Income
----------- -------- ----- ------ ------------
<S> <C> <C> <C> <C> <C>
Retained Earnings (1/31/97)
Wisconsin Public Service Corporation $291,740 $ $ $ $291,740
WPS Leasing, Inc. (229) 229 0
Net Income 64,742 (144) 144 64,742
------- ---- --- -------
356,482 (373) 373 356,482
Dividends Declared (Common and Preferred):
Wisconsin Public Service Corporation 58,993 0 58,993
------- ---- ----- ----- -------
Retained Earnings (12/31/97) $297,489 $(373) $ 0 $ 373 $297,489
======= ==== ===== ===== =======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR3 EXHIBIT B
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<BOOK-VALUE> PER-BOOK
<TOTAL-ASSETS> 1,233,954
<TOTAL-OPERATING-REVENUES> 690,478
<NET-INCOME> 64,742
</TABLE>
<TABLE>
WISCONSIN PUBLIC SERVICE CORPORATION EXHIBIT D
SALES OF ELECTRIC ENERGY AND GAS
Calendar Year 1997
<CAPTION>
Wisconsin Wisconsin
Public Service River Power
Corporation Company
-------------- -----------
<S> <C> <C>
(a) Electric energy
sold (at retail or
wholesale) (KWH) 11,259,327,422 217,752,000
Intercompany None 72,584,000*
Other 11,259,327,422 145,168,000*
Gas distributed at
retail (MCF) 38,708,718** None
Intercompany None None
Other 38,708,718** None
(b) Electric energy distributed
at retail outside state
of organization (KWH) 363,620,074 None
Gas distributed at
retail outside state
of organization (MCF) 804,668** None
(c) Electric energy sold at
wholesale outside state
of organization or at
state line (KWH) 11,001,920 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) 38,708,718 None
</TABLE>
PAGE
<PAGE>
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 12,449,830 MCF and
195,913 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 93,073 kWh of interchange energy were offset by
deliveries of 98 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.
