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 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 was incorporated on July 17, 1883
------------------------------------
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. Wisconsin Public
Service serves approximately 388,000 electric customers and 230,000 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
60,854 to 153,642, including contiguous urban areas (1990 Federal
census). Wisconsin Public Service furnishes retail electric service in
all these cities except Sheboygan, and gas in all except Wausau.
Additionally, Wisconsin Public Service provides wholesale electric
service to 15 communities. About 96% of operating revenues in the year
1999 were derived from Wisconsin customers, and 4% from Michigan
customers.
WPS Leasing, Inc. was incorporated on September 21, 1994 under the laws
-----------------
of the state of Wisconsin and has its principal office at the principal
executive offices of Wisconsin Public Service. Wisconsin Public Service
owns 100% of the capital stock of WPS Leasing, 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, 1999 were $13,144,725, or 0.9% of the assets of
Wisconsin Public Service. Wisconsin Public Service's equity in net
income for the year 1999 was $(120,546). The intended principal
business of WPS Leasing 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 Wisconsin Public Service
------------------------------------
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, 1999 were $802,000, or .06% of the assets of
Wisconsin Public Service. Wisconsin Public Service's equity in net
income for the year 1999 was $21,000, or .03% of the total net income of
Wisconsin Public Service. It is the opinion of legal counsel that
Wisconsin Valley Improvement 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 Securities
and Exchange Commission declared Improvement Company not to be a
subsidiary of Wisconsin Public Service.
Wisconsin River Power Company of which Wisconsin Public Service 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 energy output is sold in equal parts
to the three companies which proportionately own all the outstanding
stock of Wisconsin River Power. Our share of total assets of
Wisconsin River Power Company at December 31, 1999 were $6,459,000,
or .46% of the assets of Wisconsin Public Service. Wisconsin Public
Service's equity in net income for the year 1999 was $980,000, or 1.5%
of the total net income of Wisconsin Public Service. Further
information concerning the nature of the business of Wisconsin River
Power is set forth in findings and opinions of the Securities and
Exchange 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 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,
1999.
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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 a total rated capacity of 875,200 kilowatts
("kw"); a 41.2% share of the Kewaunee Nuclear Power Plant at Kewaunee,
Wisconsin, which Wisconsin Public Service operates and owns jointly with
Wisconsin Power and Light Company and Madison Gas and Electric Company,
with a rated capacity of 498,000 kw (Wisconsin Public Service's share is
205,200 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
1,014,000 kw (Wisconsin Public Service's share is 322,600 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 333,000 kw (Wisconsin Public
Service's share is 105,800 kw); combustion turbines of 50,000 kw and
19,500 kw, respectively, south of Wausau, Wisconsin; two combustion
turbines of 43,100 kw and 42,400 kw and a 68% share in a combustion
turbine of 77,000 kw (Wisconsin Public Service's share is 52,360 kw)
owned jointly with Marshfield Electric and Water Department and operated
by Wisconsin Public Service, 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
53,600 kw which includes 12,900 kw purchased from Wisconsin River Power
Company; a 4,000 kw diesel plant at Eagle River, Wisconsin; a 3,600 kw
diesel plant at Ashwaubenon, Wisconsin; and a 175,800 kw peaker plant
through a purchase power agreement with SkyGen Energy LLC in De Pere,
Wisconsin.
Transmission and distribution facilities owned by Wisconsin Public
Service include 55 transmission substations, 111 distribution
substations, and approximately 21,304 route miles of transmission and
distribution lines. Wisconsin Public Service is interconnected with
Wisconsin River Power Company, has 17 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.
Wisconsin Public Service also has 19 interconnections to serve
5 neighboring municipal and cooperative utilities. Wisconsin Public
Service also has 6 distribution system interconnections to serve
5 neighboring municipal and cooperative utilities.
Gas facilities include approximately 5,099 miles of main, 66 gate and
city regulator stations, and 213,063 services. All gas facilities are
located in Wisconsin except for distribution facilities in and near the
city of Menominee, Michigan, which receive gas from Wisconsin Public
Service gas lines in the adjacent city of Marinette, Wisconsin.
All electric and gas facilities of Wisconsin Public Service 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
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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 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 D
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 at December 31, 1999, 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, 1999.
Exhibit A-3 Balance Sheet at December 31, 1999, and Statements of Income
and Surplus Accounts of Wisconsin River Power Company for the
year ended December 31, 1999, 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 1999 of electric
energy and gas by Wisconsin Public Service Corporation and
Wisconsin River Power Company.
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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 29th day of February, 2000.
WISCONSIN PUBLIC SERVICE CORPORATION
/S/ D. P. Bittner
-------------------------------------
D. P. Bittner
Senior Vice-President and Chief
Financial Officer
(CORPORATE SEAL)
Attest: /S/ B. J. Wolf
---------------------------------
B. J. Wolf
Secretary and
Manager-Legal Services
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- 7 -
Name, title, and address of officer to whom notices and correspondence
concerning this statement should be addressed:
B. J. Wolf, 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, 1999
(Thousands)
<CAPTION>
Wisconsin
Public WPS Consolidated
Service Leasing, Eliminations Balance
Corporation Inc. Debit Credit Sheet
----------- -------- ----- ------ ------------
<S> <C> <C> <C> <C> <C>
ASSETS
------
Utility Plant
In service
Electric $1,596,255 $15,288 $ - $ - $1,611,543
Gas 285,048 - - - 285,048
Property under capital lease 74,130 - - - 74,130
--------- ------ --- --- ---------
Total 1,955,433 15,288 - - 1,970,721
Less - accumulated depreciation 1,200,450 2,275 - - 1,202,725
--------- ------ --- --- ---------
Net plant 754,983 13,013 - - 767,996
Nuclear decommissioning trusts 198,052 - - - 198,052
Construction work in progress 67,831 - - - 67,831
Nuclear fuel - net 15,007 - - - 15,007
--------- ------ --- --- ---------
Net Utility Plant 1,035,873 13,013 - - 1,048,886
--------- ------ --- --- ---------
Current Assets
Cash 3,415 13 - - 3,428
Customer and other receivables,
net of reserves 70,943 119 - 122 70,940
Accrued utility revenues 36,132 - - - 36,132
Fossil fuel, at average cost 15,134 - - - 15,134
Gas in storage, at average cost 18,776 - - - 18,776
Materials and supplies, at average cost 21,302 - - - 21,302
Prepayments and other 20,734 - - - 20,734
--------- ------ --- --- ---------
Total Current Assets 186,436 132 - 122 186,446
--------- ------ --- --- ---------
Regulatory Assets 68,169 - - - 68,169
Net Nonutility and Nonregulated Plant 1,294 - - - 1,294
Pension Assets 65,622 - - - 65,622
Investments and Other Assets 39,317 - 151 - 39,468
--------- ------ --- --- ---------
Total Assets $1,396,711 $13,145 $151 $122 $1,409,885
========= ====== === === =========
CAPITALIZATION AND LIABILITIES
------------------------------
Capitalization
Common stock equity $ 263,430 $ 476 $476 $ - $ 263,430
Retained earnings 263,922 (627) - 627 263,922
ESOP loan guarantee (2,224) - - - (2,224)
Preferred stock 51,193 - - - 51,193
Capital lease obligation 73,585 - - - 73,585
Long-term debt 285,783 13,780 - - 299,563
--------- ------ --- --- ---------
Total Capitalization 935,689 13,629 476 627 949,469
--------- ------ --- --- ---------
Current Liabilities
Current portion of capital
lease obligation 419 - - - 419
Note payable 10,000 - - - 10,000
Commercial paper 40,000 - - - 40,000
Accounts payable 52,775 1 122 - 52,654
Accrued interest and taxes 12,819 - - - 12,819
Other 13,118 - - - 13,118
--------- ------ --- --- ---------
Total Current Liabilities 129,131 1 122 - 129,010
--------- ------ --- --- ---------
Long-Term Liabilities
and Deferred Credits
Accumulated deferred income taxes 108,001 (485) - - 107,516
Accumulated deferred investment
tax credits 23,551 - - - 23,551
Regulatory liabilities 56,728 - - - 56,728
Environmental remediation liabilities 38,632 - - - 38,632
Postretirement health care liability 47,115 - - - 47,115
Other long-term liabilities 57,864 - - - 57,864
--------- ------ --- --- ---------
Total Long-Term Liabilities
and Deferred Credits 331,891 (485) - - 331,406
--------- ------ --- --- ---------
Total Capitalization and Liabilities $1,396,711 $13,145 $598 $627 $1,409,885
========= ====== === === =========
</TABLE>
<TABLE>
WISCONSIN PUBLIC SERVICE CORPORATION AND SUBSIDIARY EXHIBIT A-2
CONSOLIDATING STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1999
(Thousands)
<CAPTION>
Wisconsin
Public WPS Consolidated
Service Leasing, Eliminations Statement
Corporation Inc. Debit Credit of Income
----------- -------- ----- ------ ------------
<S> <C> <C> <C> <C> <C>
Operating Revenues
Electric utility revenues $527,922 $ - $ - $ - $527,922
Gas utility revenues 191,521 - - - 191,521
Other nonutility - 1,453 1,453 - -
------- ----- ----- ----- -------
Total Operating Revenues 719,443 1,453 1,453 - 719,443
------- ----- ----- ----- -------
Operating Expenses
Electric production fuels 114,088 - 535 1,453 113,170
Purchased power 57,390 - - - 57,390
Gas purchased for resale 117,582 - - - 117,582
Other operating expenses 150,808 14 - - 150,822
Maintenance 56,650 - - - 56,650
Depreciation and decommissioning 73,163 535 - 535 73,163
Taxes other than income 26,414 - - - 26,414
------- ----- ----- ----- -------
Total Operating Expenses 596,095 549 535 1,988 595,191
------- ----- ----- ----- -------
Operating Income 123,348 904 1,988 1,988 124,252
------- ----- ----- ----- -------
Other Income and (Deductions)
Allowance for equity funds
used during construction 719 - - - 719
Other, net 7,768 - - 120 7,888
------- ----- ----- ----- -------
Total Other Income and (Deductions) 8,487 - - 120 8,607
------- ----- ----- ----- -------
Income Before Interest Expense 131,835 904 1,988 2,108 132,859
------- ----- ----- ----- -------
Interest Expense
Interest on long-term debt 20,750 1,105 - - 21,855
Allowance for borrowed funds
used during construction (2,874) - - - (2,874)
Other interest 5,560 - - - 5,560
------- ----- ----- ----- -------
Total Interest Expense 23,436 1,105 - - 24,541
------- ----- ----- ----- -------
Income Before Income Taxes 108,399 (201) 1,988 2,108 108,318
Income Taxes 38,184 (81) - - 38,103
------- ----- ----- ----- -------
Net Income 70,215 (120) 1,988 2,108 70,215
Preferred Stock Dividends Requirements 3,111 - - - 3,111
------- ----- ----- ----- -------
Earnings on Common Stock $ 67,104 $ (120) $1,988 $2,108 $ 67,104
======= ===== ===== ===== =======
</TABLE>
<TABLE>
WISCONSIN PUBLIC SERVICE CORPORATION AND SUBSIDIARY EXHIBIT A-2
CONSOLIDATING STATEMENT OF RETAINED EARNINGS
FOR THE YEAR ENDED DECEMBER 31, 1999
(Thousands)
<CAPTION>
Wisconsin
Public WPS Consolidated
Service Leasing, Eliminations Statement
Corporation Inc. Debit Credit of Income
----------- ------- ----- ------ ------------
<S> <C> <C> <C> <C> <C>
Retained Earnings (1/1/99)
Wisconsin Public Service Corporation $284,726 $ - $ - $ - $284,726
WPS Leasing, Inc. - (507) - 507 -
Net Income 70,215 (120) - 120 70,215
------- ---- -- --- -------
354,941 (627) - 627 354,941
------- ---- -- --- -------
Dividends Declared
Dividends on preferred stock 3,111 - - - 3,111
Dividends on common stock 87,908 - - - 87,908
------- ---- -- --- -------
Retained Earnings (12/31/99) $263,922 $(627) $ - $627 $263,922
======= ==== == === =======
</TABLE>
[ARTICLE] OPUR3 EXHIBIT B
[MULTIPLIER] 1,000
<TABLE>
<S> <C>
</TABLE>
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] DEC-31-1999
[PERIOD-START] JAN-01-1999
[PERIOD-END] DEC-31-1999
[BOOK-VALUE] PER-BOOK
[TOTAL-ASSETS] 1,409,885
[TOTAL-OPERATING-REVENUES] 719,443
[NET-INCOME] 70,215
WISCONSIN PUBLIC SERVICE CORPORATION EXHIBIT D
SALES OF ELECTRIC ENERGY AND GAS
Calendar Year 1999
Wisconsin Wisconsin
Public River
Service Power
Corporation Company
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(a) Electric energy sold
(at retail or wholesale)
Wisconsin (kWh) 11,299,265,637 169,782,000
Michigan (kWh) 620,882,504 None
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Total (kWh) 11,920,148,141 169,782,000
Wisconsin (revenues -
excludes miscellaneous) $505,244,995 None
Michigan (revenues -
excludes miscellaneous) 21,603,407 None
-----------
Total (revenues associated
with energy sold) $526,848,402 None
Intercompany
Wisconsin - Wisconsin River
Power to WPSC (kWh) None 56,594,000 *
Wisconsin - WPSC to
Upper Peninsula Power
Company (kWh) 294,297,364 None
Wisconsin - Wisconsin River
Power to WPSC (revenues) None $1,705,396
Wisconsin - WPSC to
Upper Peninsula Power
Company (revenues) $8,348,496 None
Other
Wisconsin (kWh) 11,004,968,273 113,188,000 *
Michigan (kWh) 620,882,504 None
-------------- -----------
Total (kWh) 11,625,850,777 113,188,000
Wisconsin (revenues -
excludes miscellaneous) $496,896,499 None
Michigan (revenues -
excludes miscellaneous) 21,603,407 None
-----------
Total (revenues associated
with energy sold) $518,499,906 None
<PAGE>
WISCONSIN PUBLIC SERVICE CORPORATION EXHIBIT D
Page 2
Wisconsin Wisconsin
Public River
Service Power
Corporation Company
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Gas distributed at retail
Wisconsin (MCF) 36,049,829 ** None
Michigan (MCF) 716,196 ** None
----------
Total (MCF) 36,766,025 None
Wisconsin (revenues -
excludes miscellaneous) $185,678,181 ** None
Michigan (revenues -
excludes miscellaneous) 3,005,778 ** None
-----------
Total (revenues -
excludes miscellaneous) $188,683,959
Intercompany None None
Other (transport gas)
Wisconsin (MCF) 27,695,328 ** None
Michigan (MCF) 1,090,680 ** None
-----------
Total (MCF) 28,786,008
Wisconsin (revenues) $7,144,577 ** None
Michigan (revenues) 430,995 ** None
-----------
Total (revenues) $7,575,572
(b) Electric energy distributed
at retail outside state
of organization
Michigan (kWh) 315,340,540 None
Michigan (revenues -
excludes miscellaneous) $12,839,453 None
Gas distributed at
retail outside state
of organization
Michigan (MCF) 1,806,876 ** None
Michigan (revenues -
excludes miscellaneous) $3,436,774 ** None
<PAGE>
WISCONSIN PUBLIC SERVICE CORPORATION EXHIBIT D
Page 3
Wisconsin Wisconsin
Public River
Service Power
Corporation Company
----------- ---------
(c) Electric energy sold at
wholesale outside state of
organization or at state line
Michigan (kWh) 305,541,964 None
Michigan (revenues) $8,763,954 None
Wisconsin (kWh) None None
Wisconsin (revenues) None None
Gas sold at wholesale outside
state of organization or at
state line
Michigan (kWh) None None
Michigan (revenues) None None
(d) Electric energy purchased
outside state of organization
or at state line #
kWh 1,846,872,000 None
Expenses $45,645,827 None
Gas purchased outside state of
organization or at state line
Numerous states (MCF) 36,374,729 None
Numerous states (expenses) $117,582,172 None
<PAGE>
WISCONSIN PUBLIC SERVICE CORPORATION EXHIBIT D
Page 4
* 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" for Wisconsin includes 10,964,681 MCF and
$43,443,757, and "Gas distributed at retail" for Michigan includes
130,317 MCF and $536,183 respectively, of sales to Large Commercial
and Industrial Customers (those using 2,000 CCF within one month of
a year) under Wisconsin Public Service Corporation's retail
rates. Industrial usage is indeterminable.
# Receipts of 88,202 kWh of interchange energy were offset by
deliveries of 185 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's sales shown above.
<PAGE>
