United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark one)
X Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For Quarter Ended September 30, 1994 Commission File Number 10-3140
NORTHERN STATES POWER COMPANY, A WISCONSIN CORPORATION, MEETS THE CONDITIONS
SET FORTH IN GENERAL INSTRUCTION H (1) AND (2) OF FORM 10-Q AND IS
THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT.
Northern States Power Company
(Exact name of registrant as specified in its charter)
Wisconsin
39-0508315
(State or other jurisdiction of
(I.R.S.Employer Identification No.)
incorporation or organization)
100 North Barstow Street, Eau Claire, Wisconsin 54702
(Address of principal executive officers)
(Zip Code)
Registrant's telephone number, including area code
(715) 839-2621
None
Former name, former address and former fiscal year, if changed
since last report
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such period
that the Registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past
90 days.
Yes X No ____
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at October 31, 1994
Common Stock, $100 par value 862,000 Shares
All outstanding common stock is owned beneficially and of
record by Northern States Power Company, a Minnesota
corporation.
Northern States Power Company
(Wisconsin)
NOTES TO FINANCIAL STATEMENTS
In the opinion of management, the accompanying unaudited
financial statements contain all adjustments necessary to
present fairly Northern States Power Company (Wisconsin)'s
(the Company's) financial position as of September 30, 1994
and December 31, 1993 and the results of its operations for
the three and nine months ended September 30, 1994 and 1993
and cash flows for each of the nine months then ended.
The accounting policies followed by the Company are set forth
in Note 1 to the Company's financial statements in the 1993
Form 10-K. The following notes should be read in conjunction
with such policies and other disclosures in the Form 10-K.
1.Rate Matters
There were no changes in any of the Company's jurisdictions'
rates since the 1993 SEC Form 10-K was filed.
The Company plans to make a filing of a proposal for a new
high load factor rate with the Public Service Commission of
Wisconsin in November of 1994 that, if approved, would become
effective January 1, 1995. Under the proposal, qualifying
customers would receive a credit on their bills of up to 3
percent, depending on load factor. This is expected to reduce
1995 revenues by approximately $1.3 million.
The Company has offered and some of its wholesale customers
have accepted discounted rates for extended term contracts. These
discounts will not materially affect the Company's earnings.
2. Accounting Changes
Postemployment Benefits
Effective January 1, 1994, the company adopted the provisions of
Statement of Financial Accounting Standards (SFAS) 112, Accounting for
Postemployment Benefits. This standard requires the accrual of
certain postemployment costs (such as injury compensation and
severance) that are payable in future time periods. The annual
expense for costs accrued under SFAS No. 112 is not materially
different than amounts recognized under the Company's prior accounting
method. The Company has recorded as expense its full liability
related to such costs in 1994.
Stock Compensation Expense
The Financial Accounting Standards Board (FASB) had previously issued
an Exposure Draft considering the accrual of compensation expense
related to certain stock awards beginning in 1997 with disclosure
required beginning in 1994. On June 8, 1994, the FASB agreed that no
disclosure requirements are required for 1994.
3. Contingent Liabilities
The Company is contingently liable to several financial institutions
for debt incurred by companies under the Company's Economic
Development Guaranty Program. At September 30, 1994, the Company was
contingently liable for approximately $1.9 million under the
agreements. No losses were sustained under these agreements during
1992, 1993 nor during the first nine months of 1994; the Company
anticipates no future material losses will result from these
agreements.
4. Parent Company and Intercompany Agreement-Resolution of
Operating Contingency
Although the Company does not own a nuclear facility, any impacts on
such facilities owned by Northern States Power Company (Minnesota),
the parent company, would be a cost included under the Interchange
Agreement and the Company would be charged its proportion of the
impact.
The parent company proposed construction of a temporary onsite dry
cask (container) storage facility for spent nuclear fuel at its
Prairie Island Nuclear Generating Plant (Prairie Island). The on-site
storage pool was essentially filled in June 1994.
On May 10, 1994, the Governor of the State of Minnesota signed into
law a bill that authorizes NSP to install 17 dry casks at Prairie
Island if the Company satisfies certain responsibilities. NSP
executed an agreement with the Governor concerning the renewable
energy and alternative siting commitments contained in the new law and
is authorized the first increment of five casks. The second increment
of four casks would be available if the Minnesota Environmental
Quality Board finds that NSP has applied for an alternative site
license, used good faith in locating an alternative site and has
committed to build or purchase 100 megawatts (MW) of wind generation.
The final increment of eight casks would be available unless prior to
June 1, 1999, the Legislature specifically revokes this authorization
for the final eight casks, which can only happen if an alternative
storage site is not operational or under construction or if NSP fails
to meet certain renewable energy commitments by December 31, 1998.
Item 2. Management's Discussion and Analysis of Results of
Operations
Discussion of financial condition and liquidity is omitted per
conditions set forth in general instructions H (1) and (2) of Form 10-
Q for wholly-owned subsidiaries. (Reduced disclosure format.)
The Company's net income for the third quarter and nine months ended
September 30, 1994 was $4.9 million and $26.6 million, respectively.
Net income increased $1.1 million for the third quarter and $1.0
million for the nine months ended September 30 from the comparable
periods a year ago. The increase in net income in the third quarter
is due to increased revenues from electric sales and an adjustment to
income taxes. The increase in net income in the nine months ended
September 30 reflects these items and increased gas revenues from
sales.
ELECTRIC SALES AND REVENUES
Electric revenues for the third quarter of 1994 increased $2.1 million
(2.4 percent) from the electric revenues for the third quarter of
1993. Electric sales increased 2.2 percent in the third quarter of
1994 as compared with the third quarter of 1993 due to the comparably
warm temperatures in September 1994 and increased sales to large
commercial and industrial customers who have expanded their
facilities. The increased electric wholesale rates effective in
September of 1993 resulted in approximately $0.1 million of the
increase in the third quarter.
In addition, electric revenues increased $0.8 million because of an
increase in other operating revenue. Other operating revenues consist
primarily of charges billed to Northern States Power Company, a
Minnesota Corporation (Minnesota Company) through the Interchange
Agreement. The Interchange Agreement is a cost-sharing arrangement
between the Company and the Minnesota Company in which electric
generation and transmission costs for the combined systems of the two
companies are shared.
Electric revenues for the nine months ended September 30, 1994,
increased $10.6 million (3.9 percent) from the nine months ended
September 30, 1993. Electric sales revenues increased $9.2 million, a
4.3 percent increase over the first nine months of 1993, as a result
of 1994's weather and customer usage, especially in the large
commercial and industrial class where several customers' facilities
have expanded their operations increasing electricity needs.
Also, electric revenues increased $1.4 million because of an increase
in other operating revenue, largely the Interchange Agreement billing
to the Minnesota Company. The Wisconsin Company's fuel for electric
generation has increased as a result of system reliability
requirements and various outages; such fuel increases are included in
the billing to the Minnesota Company, causing the increase over 1993
levels.
GAS SALES AND REVENUES
Gas revenues increased $1.2 million (14.5 percent) and $5.4 million
(11.0 percent) in the third quarter and in the first nine months of
1994, respectively, compared to the same periods of 1993. This is
primarily due to increases in purchased gas commodity and
transportation costs in purchased gas adjustment clause revenues. The
third quarter's 12.5 percent increase and the first nine months' 4.4
percent increase in sales due to customer and usage increases more
than offset the impact of 1994's temperatures being slightly milder
than those of 1993.
Additionally, gas revenues during the three months ending September of
1994 increased by
$0.7 million as a result of an adjustment increasing unbilled gas
revenues due to reducing the 1994 loss factor affecting all nine
months' revenues.
OPERATING EXPENSES
Operating expenses increased $1.8 million in the third quarter of 1994
as compared to the third quarter of 1993. Gas purchased for resale
increases made up $0.5 million of this increase and were the result of
higher commodity costs combined with increased purchased volumes to
supply the increased sales. The Company's increased electric sales
during the third quarter of 1994 over the third quarter of 1993
resulted in the Company's fuel for electric generation and its
purchased power and fuel as purchased under its interchange agreement
with its parent to increase by approximately $2.0 million.
Depreciation from increases in the Company's plant in service
increased $0.6 million in the third quarter of 1994 over the same
quarter of 1993.
Offsetting impacts of the mentioned expense increases are reflected in
the decrease of $5.8 million in current income tax expense. The
transfer of $3.1 million from current tax to deferred tax expense due
to a 1992 amendment to the filed tax return caused the current income
tax to decrease. An adjustment of $1.6 million decreasing current tax
expense was made in September 1994. This amount resulted from
updating the status of the estimated income tax payments expected to
be incurred as a result of unaudited tax years.
Operating expenses increased $15.3 million (5.4 percent) for the nine
months ended September 30, 1994, compared to the same period in 1993.
Gas purchased for resale increases made up $3.6 million of the
increases primarily as a result of volumes purchased to supply the
increase in sales. Purchased and interchange power combined with the
Company' generated fuel increased by approximately $7.7 million as a
result of the aforementioned sales increases combined with increased
costs associated with the NSP System's new (effective May 1993)
contract with Manitoba Hydro. Maintenance projects on the Company's
transmission lines were largely the cause of an increase of $1.7
million over the 1993 same nine months and depreciation increased $1.7
million over the same period as a result of added plant in service.
The company's Provision for Deferred Income Taxes has increased by
approximately $1.1 million. This is a net result of debt
reacquisitions that occurred in 1993 and the aforementioned transfer
from current tax to deferred tax. Offsetting impacts are reflected in
the current income tax expense for the aforementioned reasons.
OTHER INCOME
There were no material changes to other income and deductions in the
first three quarters of 1994 as compared with the first three quarters
of 1993.
INTEREST CHARGES
In March 1993, the Company issued $110.0 million of first mortgage
bonds due March 1, 2023 with an interest rate of 7-1/4%. The proceeds
from these bonds were used to redeem $47.5 million of
9-1/4% bonds, $38.4 million of 9-3/4% bonds, and $7.8 million of 9-
1/4% bonds. In October 1993, the Company issued $40.0 million of
first mortgage bonds due October 1, 2003 with an interest rate of 5-
3/4%. The proceeds from these bonds were used to redeem $24.3 million
of 7-3/4% bonds and $10.8 million of 4-1/2% bonds.
The lower interest costs resulting from these transactions were the
primary reason for a $0.3 million reduction in the first nine month's
interest charges compared to the charges of the first nine months of
1993. During the third quarter of 1994, interest costs were recorded
to reflect current estimations of income tax payments expected from
future IRS issues, causing the quarter's interest costs to increase
$0.5 from the levels of the third quarter of 1993.
PART II. OTHER INFORMATION
Item 6: Exhibits and Reports on Form 8-K
4.01 Copy of Supplemental Trust Indenture, dated March 1, 1982.
27.01 Financial Data Schedule - UT
There were no reports on Form 8-K filed for the nine months ended
September 30, 1994.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
NORTHERN STATES POWER COMPANY
(Registrant)
Date: November 10, 1994 Kenneth J. Zagzebski
Controller
(Principal Accounting Officer)
Date: November 10, 1994 Neal A. Siikarla
Treasurer
(Principal Financial Officer)
EXHIBIT 4.01 COPY OF SUPPLEMENTAL TRUST INDENTURE, DATED MARCH 1, 1982.
SUPPLEMENTAL TRUST INDENTURE
FROM
NORTHERN STATES POWER COMPANY
(a Wisconsin corporation)
TO
FIRST WISCONSIN TRUST COMPANY
TRUSTEE
DATED MARCH 1, 1982
SUPPLEMENTAL TO TRUST INDENTURE
DATED APRIL 1, 1947
Table of Contents
Page
Parties 1
Recitals 1
Form of Bond of Series due March 1, 2012 1
Form of Trustee's Certificate 4
Further Recitals 4
ARTICLE I.
SPECIFIC SUBJECTION OF ADDITIONAL PROPERTY TO THE
LIEN OF THE ORIGINAL INDENTURE
Section 1.01- Grant of certain property, including personal
property to comply with the Uniform Commercial Code, subject to
permissible encumbrances and other exceptions contained in Original
Indenture.
ARTICLE II.
FORM AND EXECUTION OF BONDS OF SERIES
DUE MARCH 1, 2012
Section 2.01- Terms of Bonds 5
Section 2.02- Redemption of Bonds 7
Section 2.03- Interchangeability of Bonds 7
Section 2.04- Charges for exchange or transfer of Bonds 7
ARTICLE III.
APPOINTMENT OF AUTHENTICATING AGENT
Section 3.01- Appointment of agent or agents for Bonds of Series
due March 1, 2012 8
Section 3.02-(a) Qualifications of agents 8
(b) Continuation of agent upon merger or
consolidation 8
(c) Termination of successor agent 8
(d) Compensation of agent 8
Section 3.03- Form of alternate certificate of authentication 8
Section 3.04- Limit on location and number of agents 9
ARTICLE IV
MISCELLANEOUS
Page
Section 4.01- Recitals of fact, except as stated, are statements
of the Company 9
Section 4.02- Supplemental Trust Indenture to be construed as a
part of the Original Indenture,
as supplemented 9
Section 4.03-(a) Trust Indenture Act to control 9
(b) Severability of conditions contained in
Supplemental Trust Indenture
and Bonds .. 9
Section 4.04- Word "Indenture" as used herein includes in its
meaning the Original Indenture and
all indentures supplemented thereto 9
Section 4.05- References to either party in Supplemental Trust
Indenture include successors or assigns 9
Section 4.06-(a) Provision for execution in counterparts 9
(b) Table of Contents and descriptive headings of
Articles not to affect meaning 9
Schedule A A-1
Supplemental Trust Indenture, made as of the first day of March, 1982,
by and between NORTHERN STATES POWER COMPANY, a corporation duly
organized and existing under and by virtue of the laws of the State of
Wisconsin, having its principal office In the City of Eau Claire, in
said State (herein called the Company), party of the first part, and
First Wisconsin Trust Company, a corporation duly organized and
existing under and by virtue of the laws of the State of Wisconsin,
having its principal office in the City of Milwaukee, in said State,
as Trustee (herein called the Trustee), party of the second part;
Witnesseth:
WHEREAS, the Company has heretofore executed and
delivered to the Trustee its Trust Indenture (herein referred to as
the Original Indenture), made as of April 1, 1947, whereby the Company
granted, bargained, sold, warranted, released, conveyed, assigned,
transferred, mortgaged, pledged, set over, and confirmed to the
Trustee, and to its respective successors in trust, all property,
real, personal, and mixed then owned or thereafter acquired or to be
acquired by the Company (except as therein excepted from the lien
thereof) and subject to the rights reserved by the Company in and by
the provisions of the Original Indenture, to be held by said Trustee
in trust in accordance with the provisions of the Original Indenture
for the equal pro rata benefit and security of all and every of the
bonds issued and to be issued thereunder in accordance with the
provisions thereof; and
WHEREAS, Section 2.01 of the Original Indenture
provides that bonds may be issued thereunder in one or more series,
each series to have such distinctive designation as the Board of
Directors of the Company may select for such series; and
WHEREAS, the Company has heretofore executed and
delivered to the Trustee the following Supplemental Trust Indentures
which, in addition to conveying, assigning, transferring, mortgaging,
pledging, setting over, and confirming to the Trustee, and its
respective successors in said trust, additional property acquired by
it subsequent to the preparation of the next preceding Supplemental
Trust Indenture and adding to the covenants, conditions, and
agreements of the Original Indenture certain additional covenants,
conditions, and agreements to be observed by the Company, created the
following series of First Mortgage Bonds:
Date of Supplemental Trust Indenture Designation of Series
March 1, 1949 Series due March 1, 1979 (retired)
June 1, 1957 Series due June 1, 1987
August 1, 1964 Series due August 1, 1994
December 1, 1969 Series due December 1, 1999
September 1,1973 Series due October 1, 2003
February 1, 1982 Pollution Control Series A; and
WHEREAS, the Company is desirous of providing for the creation
under the Original Indenture of a new series of bonds designated
"First Mortgage Bonds, Series due March 1, 2012," the bonds of said
series to be issued as registered bonds without coupons in
denominations of a multiple of $1000, and the bonds of said series are
to be substantially in the form and of the tenor following, with the
redemption prices inserted therein in conformity with the provisions
of Section 2.02 hereof, to-wit:
(Form of Bond of Series due March 1, 2012)
NORTHERN STATES POWER COMPANY
(Incorporated under the laws of the State of Wisconsin)
First Mortgage Bond
Series due March 1, 2012
No._________ $_______
NORTHERN STATES POWER COMPANY, a corportation organized and
existing under and by virtue of the laws of the State of Wisconsin
(hereinafter called the Company), for value received, hereby promises
to pay to _________________________________________________ or
registered assigns, at the office of First Wisconsin
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Trust Company, at Milwaukee, Wisconsin, or, at the option of the
registered holder, at the agency of the Company in Chicago, Illinois,
or at the agency of the Company in the Borough of Manhattan, City and
State of New York, the sum of Dollars in lawful money of the United
States of America, on the first day of March, 2012, and to pay
interest hereon from the date hereof at the rate of sixteen per cent
per annum, in like money, until the principal hereof becomes due and
payable; said interest being payable at the option of the person
entitled to such interest either at the office of First Wisconsin
Trust Company, at Milwaukee, Wisconsin, or at the agency of the
Company in Chicago, Illinois, or at the agency of the Company in the
Borough of Manhattan, City and State of New York, on the first day of
March and on the first day of September in each year; provided that as
long as there is no existing default in the payment of interest and
except for the payment of defaulted interest, the interest payable on
any March 1 or September 1 will be paid to the person in whose name
this bond was registered at the close of business on the record date
(the February 18 prior to such March 1 or the August 21 prior to such
September 1 unless any such date is not a business day, in which event
it will be the next preceding business day).
This bond is one of a duly authorized issue of bonds of the
Company, known as its First Mortgage Bonds, of the series and
designation indicated on the face hereof, which issue of bonds
consists, or may consist, of several series of varying denominations,
dates and tenors, all issued and to be issued under and equally
secured (except in so far as a sinking fund, or similar fund,
established in accordance with the provisions of the Indenture may
afford additional security for the bonds of any specific series) by a
Trust Indenture dated April 1, 1947 and Supplemental Trust Indentures
dated March 1,1949, June 1, 1957, August 1,1964, December 1, 1969,
September 1, 1973, February 1, 1982, and March 1, 1982 (all of which
instruments are herein collectively called the Indenture) executed by
the Company to First Wisconsin Trust Company (herein called the
Trustee), as Trustee, to which Indenture reference is hereby made for
a description of the property mortgaged and pledged, the nature and
extent of the security, the rights of the holders of the bonds as to
such security, and the terms and conditions upon which the bonds may
be issued under the Indenture and are secured. The principal hereof
may be declared or may become due on the conditions, in the manner and
at the time set forth in the Indenture, upon the happening of a
completed default as in the Indenture provided.
With the consent of the Company and to the extent permitted by
and as provided in the Indenture, the rights and obligations of the
Company and of the holders of the bonds, and the terms and provisions
of the Indenture and of any instruments supplemental thereto may be
modified or altered by affirmative vote of the holders of at least
seventy per cent in principal amount of the bonds then outstanding
under the Indenture and any instruments supplemental thereto
(excluding bonds disqualified from voting by reason of the interest of
the Company or of certain related persons therein as provided in the
Indenture); provided that no such modification or alteration shall
permit the extension of the maturity of the principal of this bond or
the reduction in the rate of interest hereon or any other modification
in the terms of payment of such principal or interest or the taking of
certain other action as more fully set forth in the Indenture, without
the consent of the holder hereof.
The Company and the Trustee may deem and treat the person in
whose name this bond is registered as the absolute owner hereof for
the purpose of receiving payment of or on account of the principal
hereof and interest hereon and for all other purposes and shall not be
affected by any notice to the contrary.
At the option of the Company, and upon not less than thirty days'
previous notice by publication in one daily newspaper printed in the
English language published and of general circulation in Milwaukee,
Wisconsin, and in one daily newspaper printed in the English language
published and of general circulation in Chicago, Illinois, and in one
daily newspaper printed in the English language published and of
general circulation in the Borough of Manhattan, City and State of New
York, in the manner and with the effect provided in the Indenture, any
or all of the bonds of this series may be redeemed, other than for the
Sinking Fund provided for bonds of this series, by the Company on any
date by the payment of principal, the accrued interest to the date of
redemption and the applicable premium on the principal amount,
specified in the tabulation below under the heading "Regular
Redemption Premium," provided, however, that no bond of the Series due
March 1, 2012 shall be redeemed prior to March 1, 1987, directly or
indirectly from the proceeds of or in anticipation of any refunding
operation involving the incurring of debt which has an effective
interest cost to the Company, computed in accordance with generally
accepted financial practice, of less than the effective interest cost
to the Company of the bonds of the Series due March l, 2012; and this
bond is entitled to the benefits of and
3
subject to call for redemption for the Sinking Fund on June 1 of each
year beginning 1983, upon like notice and in the manner and with the
effect provided in the Indenture, by the payment of principal amount
and the accrued interest thereon to the date of redemption:
If Redeemed During the Regular
Twelve Month Period Redemption
Beginning March 1 Premium
(Redemption premiums are to be inserted in each bond in conformity
with Section 2.02)
This bond is transferable as prescribed in the Indenture by the
registered holder hereof in person, or by his duly authorized
attorney, at the office of the Trustee at Milwaukee, Wisconsin, or at
the option of such holder at the agency of the Company in Chicago,
Illinois, or at the agency of the Company in the Borough of Manhattan,
City and State of New York, or elsewhere if authorized by the Company,
upon surrender and cancellation of this bond, and thereupon a new bond
or bonds of the same series and of a like aggregate principal amount
will be issued to the transferee in exchange therefor as provided in
the Indenture, upon payment of taxes or other governmental charges, if
any, that may be imposed in relation thereto.
Bonds of this series are interchangeable as to denominations in
the manner and upon the conditions prescribed in the Indenture.
No charge shall be made by the Company for any exchange or
transfer of bonds of the Series due March 1, 2012, other than for
taxes or other governmental charges, if any, that may be imposed in
relation thereto.
No recourse shall be had for the payment of principal of,
premium, if any, or interest on this bond, or any part thereof, or of
any claim based hereon or in respect hereof or of the Indenture,
against any incorporator, or any past, present, or future stockholder,
officer or director of the Company or of any predecessor or successor
corporation, either directly or through the Company, or through any
such predecessor or successor corporation, or through any receiver or
a trustee in bankruptcy, whether by virtue of any constitution,
statute, or rule of law or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issue hereof,
expressly waived and released, as more fully provided in the
Indenture.
This bond shall not be valid or become obligatory for any purpose
unless and until the certificate of authentication hereon shall have
been signed by or on behalf of First Wisconsin Trust Company, as
Trustee under the Indenture, or its successor thereunder.
IN WITNESS WHEREOF, NORTHERN STATES POWER COMPANY has caused this
bond to be signed in its name by its President or a Vice President or
with the facsimile signature of its President, and its corporate seal,
or a facsimile thereof, to be hereto affixed and attested by its
Secretary or an Assistant Secretary or with the facsimile signature of
its Secretary.
Dated_______ NORTHERN STATES POWER COMPANY
Attest: By __________________________________________
_______________________President
_______________________ Secretary
4
(Form of Trustee's Certificate)
This bond is one of the bonds of the Series designated therein,
described in the within-mentioned Indenture.
First Wisconsin Trust Company, as Trustee.
By_______________________________
Authorized Officer.
and
WHEREAS, the Company is desirous of assigning, conveying,
mortgaging, pledging, transferrIng, setting over and confirming to the
Trustee and to its respective successors in trust, additional property
acquired by it subsequent to the date of the preparation of the
Supplemental Trust Indenture dated February 1, 1982; and
WHEREAS, Sections 4.01 and 21.03 of the Original Indenture
provide in substance that the Company and the Trustee may enter into
indentures supplemental thereto for the purposes, among others, of
creating and setting forth the particulars of any new series of bonds
and of providing the terms and conditions of the issue of the bonds of
any series not expressly provided for in the Original Indenture and of
assigning, conveying, mortgaging, pledging, transferring, setting
over, and confirming to the Trustee additional property of the
Company, and for any other purpose not inconsistent with the terms of
the Original Indenture; and
WHEREAS, the execution and delivery of this Supplemental Trust
Indenture have been duly authorized by a resolution adopted by the
Board of Directors of the Company; and
WHEREAS, the Trustee has duly determined to execute this
Supplemental Trust Indenture and to be bound, in so far as it may
lawfully do so, by the provisions hereof;
Now, THEREFORE, THIS INDENTURE WITNESSETH:
Northern States Power Company, in consideration of the premises
and of one dollar ($1) to it duly paid by the Trustee at or before the
ensealing and delivery of these presents, the receipt whereof is
hereby acknowledged, and other good and valuable considerations, does
hereby covenant and agree to and with First Wisconsin Trust Company,
as Trustee, and its successors in the trust under the Indenture for
the benefit of those who hold or shall hold the bonds, or any of them,
issued or to be issued thereunder, as follows:
ARTICLE I.
SPECIFIC SUBJECTION OF ADDITIONAL PROPERTY TO
THE LIEN OF THE ORIGINAL INDENTURE
SECTION 1.01. The Company in order better to secure the payment,
both of the principal and interest, of all bonds of the Company at any
time outstanding under the Indenture according to their tenor and
effect and the performance of and compliance with the covenants and
conditions in the Indenture contained, has granted, bargained, sold,
warranted, released, conveyed, assigned, transferred, mortgaged,
pledged, set over, and confirmed and by these presents does grant,
bargain, sell, warrant, release, convey, assign, transfer, mortgage,
pledge, set over, and confirm unto First Wisconsin Trust Company, as
Trustee, and to its respective successors in said trust forever,
subject to the rights reserved by the Company in and by the provisions
of the Indenture, all of the property described and mentioned or
enumerated in a schedule hereto annexed and marked Schedule A,
reference to said schedule being hereby made with the same force and
effect as if the same were incorporated herein at length; together
with all and singular the tenements, hereditament and appurtenances
belonging or in any wise appertaining to the aforesaid property or any
part thereof with the reversion and reversions, remainder and
remainders, tolls, rents and revenues, issues, income, product, and
profits thereof;
Also, in order to subject all of the personal property and
chattels of the Company to the lien of the Indenture in conformity
with the provisions of the Uniform Commercial Code of the State of
Wisconsin, all steam, hydro and other electric generating plants,
including buildings and other structures, turbines, generators,
5
boilers, condensing equipment, and all other equipment; substations;
electric transmission and distribution systems, including structures,
poles, towers, fixtures, conduits, insulators, wires, cables,
transformers, services and meters; steam and hot water heating mains
and equipment; gas generating and coke plants, including buildings,
holders and other structures, boilers and other boiler plant
equipment, benches, retorts, coke ovens, water gaskets, condensing and
purification equipment, piping and other accessory works equipment;
gas transmission and distribution systems, including structures,
mains, compressor stations, purifier stations, pressure holders,
governors, services and meters; office, shop, garage and other general
buildings and structures, furniture and fixtures; and all municipal
and other franchises and all leaseholds, licenses, permits, and
privileges; all as now owned or hereafter acquired by the Company
pursuant to the provisions of the Original Indenture; and
All the estate, right, title and interest and claim whatsoever,
at law as well as in equity, which the Company now has or may
hereafter acquire in and to the aforesaid property and franchises and
every part and parcel thereof;
Excluding, however, (1) all shares of stock, bonds, notes,
evidences of indebtedness and other securities other than such as may
be or are required to be deposited from time to time with the Trustee
in accordance with the provisions Of the Indenture; (2) cash on hand
and in banks other than such as may be Or is required to be deposited
from time to time with the Trustee in accordance with the provisions
of the Indenture; (3) contracts, claims, bills and accounts receivable
and choses in action other than such as may be Or are required to be
from time to time assigned to the Trustee in accordance with the
provisions of the Indenture; (4) motor vehicles; (5) any stock of
goods, wares and merchandise, equipment, and supplies acquired for the
purpose of sale or lease in the usual course of business or for the
purpose of consumption in the operation, construction or repair of any
of the properties of the Company; and (6) the properties described in
Schedule B annexed to the Original Indenture;
To have and to hold all said property, real, personal and mixed,
mortgaged, pledged or conveyed by the Company as aforesaid, or
intended so to be, unto the Trustee and its successors and assigns
forever, subject, however, to permissible encumbrances as defined in
Section 1.09 of the Original Indenture and to the further
reservations, covenants, conditions, uses and trusts set forth in the
Indenture; in trust nevertheless for the same purposes and upon the
same conditions as are set forth in the Indenture.
ARTICLE II.
FORM AND EXECUTION OF BONDS OF SERIES DUE MARCH 1, 2012
SECTION 2.01. There is hereby created, for issuance under the
Original Indenture, a series of bonds designated Series due March 1,
2012, each of which shall bear the descriptive title "First Mortgage
Bond, Series due March 1, 2012" and the form thereof shall contain
suitable provisions with respect to the matters hereinafter specified
in this Section. The bonds of said series shall be substantially of
the tenor and purport herein-before recited. The bonds of said series
shall mature March 1, 2012, and shall be issued as registered bonds
without coupons in denominations of a multiple of $1000. The bonds of
said series shall bear interest at the rate of 16% per annum payable
semi-annually on March 1 and September 1 of each year, and the
principal shall be payable at the office of the Trustee at Milwaukee,
Wisconsin, or, at the option of the registered holder, at the agency
of the Company in Chicago, Illinois, or at the agency of the Company
in the Borough of Manhattan, City and State of New York, in lawful
money of the United States of America, and the interest shall be
payable in like money at the option of the person entitled to such
interest at said office of the Trustee at Milwaukee, Wisconsin, or at
the agency of the Company in Chicago, Illinois, or at the agency of
the Company in the Borough of Manhattan, City and State of New York.
Bonds of the Series due March 1, 2012, shall be dated as of the
interest payment date next preceding the authentication thereof by the
Trustee except that (i) if any bond shall be authenticated before
September 1, 1982, it shall be dated as of March 1, 1982, unless (iii)
below is applicable, (ii) if the Company shall at the time of the
authentication of a bond of the Series due March 1, 2012, be in
default in the payment of interest upon the bonds of the Series due
March 1, 2012, such bond shall be dated as of the date of the
beginning of the period for which such interest is so in default, and
(iii) as long as there is no existing default in the payment of
interest on the bonds of the
6
Series due March 1, 2012, if any bond of the Series due March l, 2012,
shall be authenticated after the close of business on any Record Date
but on or prior to the interest payment date relating to such Record
Date, it shall be dated as of such interest payment date.
As long as there is no existing default in the payment of
interest on the bonds of the Series due March 1, 2012, the person in
whose name any bond of the Series due March 1, 2012, is registered at
the close of business on any Record Date with respect to any interest
payment date shall be entitled to receive the interest payable on such
interest payment date notwithstanding any transfer or exchange of such
bond of the Series due March 1, 2012, subsequent to the Record Date
and on or prior to such interest payment date, except as and to the
extent the Company shall default in the interest due on such interest
payment date, in which case such defaulted interest shall be paid to
the person in whose name such bond of the Series due March 1, 2012, is
registered on a Special Record Date for the payment of such defaulted
interest to be fixed by the Trustee, notice whereof shall be given to
the registered holder of any bond of the Series due March 1, 2012, not
less than 10 days prior to such Special Record Date, or may be paid at
any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the bonds of the
Series due March 1, 2012, may be listed, and upon such notice as may
be required by such exchange.
The term "Record Date" as used herein with respect to any
interest payment date (March 1 or September 1) shall mean the February
18 prior to such March 1 or August 21 prior to such September 1 unless
such February 18 or August 21 shall not be a business day, in which
event "Record Date" shall mean the next preceding business day. The
term "business day" as used herein shall mean any day other than a
Saturday or a Sunday or a day on which the office of the Trustee in
the City of Milwaukee, Wisconsin, is closed pursuant to authorization
of law.
As used in this Section 2.01, the term "default in the payment of
interest" means failure to pay interest on the applicable interest
payment date disregarding any period of grace permitted by the
Indenture.
The "Special Record Date" as used herein shall be fixed in the
following manner. The Company shall notify the Trustee in writing of
the amount of defaulted interest proposed to be paid on each bond of
the Series due March 1, 2012, and the date of the proposed payment,
and at the same time the Company shall deposit with the Trustee an
amount of money equal to the aggregate amount proposed to be paid in
respect of such defaulted interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the
proposed payment, such money when deposited to be held in trust for
the benefit of the persons entitled to such defaulted interest as
provided in this Section 2.01. Thereupon the Trustee shall fix a
Special Record Date for the payment of such defaulted interest which
shall be not more than 15 nor less than 10 days prior to the date of
the proposed payment and not less than 10 days after the receipt by
the Trustee of the notice of the proposed payment. The Trustee shall
promptly notify the Company of such Special Record Date and, in the
name and at the expense of the Company, shall cause notice of the
proposed payment of such defaulted interest and the Special Record
Date therefor to be mailed, first class postage prepaid, to each
holder of the bonds of the Series due March 1, 2012, at his address as
it appears in the bond register, not less than 10 days prior to such
Special Record Date. The Trustee may, in its discretion, in the name
and at the expense of the Company, cause a similar notice to be
published at least once in an English language newspaper of general
circulation in Milwaukee, Wisconsin, Chicago, Illinois, or New York,
New York, but such publication shall not be a condition precedent to
the establishment of the Special Record Date. Notice of the proposed
payment of such defaulted interest and the Special Record Date
therefor having been mailed as aforesaid, such defaulted interest
shall be paid to the persons in whose names the bonds of the Series
due March 1, 2012, are registered on such Special Record Date and
shall not be payable pursuant to the paragraph immediately following
in this Section 2.01.
The Company may make payment of any defaulted interest in any
other lawful manner not inconsistent with the requirements of any
securities exchange on which the bonds of the Series due March 1,
2012, may be listed, and upon such notice as may be required by such
exchange, if after notice is given by the Company to the Trustee of
the proposed payment pursuant to this Section 2.01, such payment shall
be deemed practicable by the Trustee.
7
SECTION 2.02. The bonds of the Series due March 1, 2012, shall be
redeemable, other than for the Sinking Fund for bonds of that series
provided for in Article XIII of the Original Indenture, at the option
of the Company as a whole or in part on any date upon not less than 30
days' previous notice to be given in the manner and with the effect
provided in Section 10.02 of the Original Indenture at the principal
amount thereof and accrued interest thereon to the date of redemption,
and the applicable premium on the principal amount specified in the
tabulation below under the heading "Regular Redemption Premium,"
provided, however, that no bond of the Series due March 1, 2012, shall
be redeemed prior to March 1, 1987, directly or indirectly from the
proceeds of or in anticipation of any refunding operation involving
the incurring of debt which has an effective interest cost to the
Company, computed in accordance with generally accepted financial
practice, of less than the effective interest cost to the Company of
the bonds of the Series due March 1, 2012; and the bonds of the Series
due March 1, 2012, shall be subject to call for redemption for the
Sinking Fund on June 1 Of each year beginning 1983, upon not less than
30 days' previous notice to be given in the manner and with the effect
provided in Article XIII of the Original Indenture and in Section
10.02 of the Original Indenture at the principal amount thereof plus
accrued interest thereon to the date of redemption:
If Redeemed During Regular If Redeemed During Regular
the Twelve Month Period Redemption the Twelve Month Period Redemption
Beginning March l Premium Beginning March 1 Premium
1982 14.75% 1997 7.13%
1983 14.25% 1998 6.62%
1984 13.74% 1999 6.11%
1985 13.23% 2000 5.60%
1986 12.72% 2001 5.09%
1987 12.21% 2002 4.58%
1988 11.70% 2003 4.07%
1989 11.19% 2004 3.57%
1990 10.69% 2005 3.06%
1991 10.18% 2006 2.55%
1992 9.67% 2007 2.04%
1993 9.16% 2008 1.53%
1994 8.65% 2009 1.02%
1995 8.14% 2010 0.51%
1996 7.63% 2011 None
The redemption prices of the bonds of the Series due March 1, 2012,
need not be specified in any temporary bond of said series if an
appropriate reference be made in said temporary bond to the provisions
of this Section.
SECTION 2.03. The registered holder of any bond or bonds of the
Series due March 1, 2012, at his option may surrender the same at the
office of the Trustee at Milwaukee, Wisconsin, or at the agency of the
Company in Chicago, Illinois, or at the agency of the Company in the
Borough of Manhattan, City and State of New York, or elsewhere if
authorized by the Company, for cancellation, in exchange for other
bonds of the said series of the same aggregate principal amount,
bearing interest as provided in Section 2.09 of the Original Indenture
thereupon, and upon receipt of any payment required under the
provisions of Section 2.04 hereof, the Company shall execute and
deliver to the Trustee and the Trustee shall authenticate and deliver
such other registered bonds to such registered holder at its office or
at any other place specified as aforesaid.
SECTION 2.04. No charge shall be made by the Company for any
exchange or transfer of bonds of the Series due March 1, 2012, other
than for taxes or other governmental charges, if any, that may be
imposed in relation thereto.
8
ARTICLE III.
APPOINTMENT OF AUTHENTICATING AGENT
SECTION 3.01. The Trustee shall, if requested in writing so to do
by the Company, promptly appoint an agent Or agents of the Trustee who
shall have authority to authenticate registered bonds of the Series
due March l, 2012, in the name and on behalf of the Trustee. The
Trustee shall publish notice of any such appointment at least once in
a daily newspaper printed in the English language and of general
circulation in the city and state wherein the principal place of
business Of such authenticating agent is located. Such appointment by
the Trustee shall be evidenced by a resolution of the Board of
Directors of the Trustee delivered to the Company prior to the
effectiveness of such appointment.
SECTION 3.02. (a) Any such authenticating agent shall be
acceptable to the Company and shall at all times be a corporation
which is organized and doing business under the laws of the United
States or of any State, is authorized under such laws to act as
authenticating agent, has a combined capital and surplus of at least
$10,000,000, and is subject to supervision or examination by Federal
or State authority. If such corporation publishes reports of condition
at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of
this Section 3.02 the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published.
(b) Any corporation into which any authenticating agent may
lawfully be merged or converted or with which it may be consolidated,
or any corporation resulting from any merger, conversion, or
consolidation to which any authenticating agent shall be a party, or
any corporation succeeding to the corporate agency business of any
authenticating agent, shall continue to be the authenticating agent
without the execution or filing of any paper or any further act on the
part of the Trustee or the authenticating agent.
(c) Any authenticating agent may at any time resign by giving
written notice of resignation to the Trustee and to the Company. The
Trustee may at any time, and upon written request of the Company to
the Trustee shall, terminate the agency of any authenticating agent by
giving written notice of termination to such authenticating agent and
to the Company. Upon receiving such a notice of resignation or upon
such a termination, or in case at any time any authenticating agent
shall cease to be eligible in accordance with the provisions of this
Section 3.02, the Trustee, unless otherwise requested in writing by
the Company, promptly shall appoint a successor authenticating agent,
which shall be acceptable to the Company, and shall publish notice of
such appointment at least once in a daily newspaper printed in the
English language and of general circulation in the city and state
wherein the principal place of business of such successor
authenticating agent is located. Any successor authenticating agent
upon acceptance of its appointment hereunder shall become vested with
all the rights, powers, duties, and responsibilities of its
predecessor hereunder, with like effect as if originally named. No
successor authenticating agent shall be appointed unless eligible
under the provisions of this Section 3.02.
(d) The Trustee agrees to pay to any authenticating agent,
appointed in accordance with the provisions of this Section 3.02,
reasonable compensation for its services, and the Trustee shall be
entitled to be reimbursed for such payments.
SECTION 3.03. If an appointment is made pursuant to this Article
III, the registered bonds of the Series due March 1, 2012, shall have
endorsed thereon, in addition to the Trustee's Certificate, an
alternate Trustee's Certificate in the following form:
This bond is one of the bonds of the Series designated therein,
described in the within-mentioned Indenture.
FIRST WISCONSIN TRUST COMPANY,
as Trustee,
By
Authenticating Agent,
By
Authorized Officer.
9
SECTION 3.04. No provision of this Article III shall require the
Trustee to have at any time more than one such authenticating agent
for any one State or to appoint any such authenticating agent in the
State in which the Trustee has its principal place of business.
ARTICLE IV.
MISCELLANEOUS
SECTIoN 4.01. The recitals of fact herein, except the recital that
the Trustee has duly determined to execute this Supplemental Trust
Indenture and be bound, insofar as it may lawfully so do, by the
provisions hereof and in the bonds, shall be taken as statements of
the Company and shall not be construed as made by the Trustee. The
Trustee makes no representations as to the value of any of the
property subjected to the lien of the Indenture, or any part thereof,
or as to the title of the Company thereto, or as to the security
afforded thereby and hereby, or as to the validity of this
Supplemental Trust Indenture or of the bonds issued under the
Indenture by virtue hereof (except the Trustee's certificate), and the
Trustee shall incur no responsibility in respect of such matters.
SECTION 4.02. This Supplemental Trust Indenture shall be construed
in connection with and as a part of the Original Indenture.
SECTION 4.03. (a) If any provision of this Supplemental Trust
Indenture limits, qualifies, or conflicts with another provision of
the Indenture required to be included in indentures qualified under
the Trust Indenture Act of 1939 (as enacted prior to the date of this
Supplemental Trust Indenture) by any of the provisions of Sections 310
to 317, inclusive, of the said Act, such required provisions shall
control.
(b) In case any one or more of the provisions contained in this
Supplemental Trust Indenture or in the bonds issued hereunder should
be invalid, illegal, or unenforceable in any respect, the validity,
legality, and enforceability of the remaining provisions contained
herein and therein shall not in any way be affected, impaired,
prejudiced, or disturbed thereby.
SECTION 4.04. Wherever in this Supplemental Trust Indenture the
word "Indenture" is used without either prefix "Original" or
"Supplemental" such word was used intentionally to include in its
meaning both the Original Indenture and all indentures supplemental
thereto.
SECTION 4.05. Wherever in this Supplemental Trust Indenture either
of the parties hereto is named or referred to, this shall be deemed to
include the successors or assigns of such party, and all the covenants
and agreements in this Supplemental Trust Indenture contained by or on
behalf of the Company or by or on behalf of the Trustee shall bind and
inure to the benefit of the respective successors and assigns of such
parties, whether so expressed or not.
SECTION 4.06. (a) This Supplemental Trust Indenture may be
simultaneously executed in several counterparts, and all said
counterparts executed and delivered, each as an original, shall
constitute but one and the same instrument.
(b) The Table of Contents and the descriptive headings of the
several Articles of this Supplemental Trust Indenture were formulated,
used and inserted in this Supplemental Trust Indenture for convenience
only and shall not be deemed to affect the meaning or construction of
any of the provisions hereof.
The amount of obligations to be issued forthwith under the
Indenture is $30,000,000.
10
IN WITNESS WHEREOF, NORTHERN STATES POWER COMPANY, a Wisconsin
corporation, party of the first part, has caused its corporate name
and seal to be hereunto affixed, and this Supplemental Trust Indenture
to be signed by its President or a Vice President, and attested by its
Secretary or an Assistant Secretary, for and in its behalf, and FIRST
WISCONSIN TRUST COMPANY, a corporation duly organized and existing
under and by virtue of the laws of the State of Wisconsin, as Trustee,
party of the second part, to evidence its acceptance of the trust
hereby created, has caused its corporate name and seal to be hereunto
affixed, and this Supplemental Trust Indenture to be signed by its
President or a Vice President, and attested by its Secretary or an
Assistant Secretary, for and in its behalf, all done this 12th day of
March, A.D. 1982.
NORTHERN STATES POWER COMPANY
(CORPORATE SEAL)
Attest:
By GLENN B. THORSEN,
Vice President - Finance
D. P. JOLSTAD, Secretary
Executed by Northern States
Power Company in presence of:
E. E. Swanson,
D. C. OLSON, Witnesses.
(CORPORATE SEAL)
FIRST WISCONSIN TRUST COMPANY,
By ERIC HAGERUP, Vice President
Attest:
JON R. MITTLER, Assistant Secretary
Executed by First Wisconsin
Trust Company in presence of:
E. E. Swanson,
D. C. OLSON, Witnesses.
11
STATE OF MINNESOTA
HENNEPIN COUNTY
On this the 12th day of March, 1982, before me, G. G. STIFTER, the
undersigned officer, personally appeared GLENN B. THORSEN, and D. P.
JOLSTAD, who acknowledged themselves to be the Vice President -
Finance and Secretary, respectively, of Northern States Power Company,
a corporation, and that they, as such Vice President - Finance and
Secretary, respectively, being authorized so to do, executed the
foregoing instrument for the purposes therein contained, by signing
the name of the corporation by themselves as Vice President - Finance
and Secretary, respectively.
In Witness Whereof, I hereunto set my hand and official seal.
G.G. Stifter,
Notary Public in and for Hennepin County, State of Minnesota.
My commission expires February 12, 1983.
(NOTARIAL SEAL)
STATE OF MINNESOTA
HENNEPIN COUNTY
On this the 12th day of March, 1982, before me, G. G. STIFTER, the
undersigned officer, personally appeared ERIC HAGERUP and JON R.
MITTLER, who acknowledged themselves to be the Vice President and
Assistant Secretary, respectively, of First Wisconsin Trust Company, a
corporation, and that they, as such Vice President and Assistant
Secretary, respectively, being authorized so to do, executed the
foregoing instrument for the purposes therein contained, by signing
the name of the corporation by themselves as Vice President and
Assistant Secretary, respectively.
In Witness Whereof, I hereunto set my hand and official seal.
G.G. Stifter,
Notary Public and for Hennepin County, State of Minnesota.
My commission expires February 12, 1983.
(NOTARIAL SEAL)
A-1
SCHEDULE A
The property referred to in the granting clause in the foregoing
Supplemental Trust Indenture from Northern States Power Company to
First Wisconsin Trust Company, as Trustee, dated March 1, 1982,
includes parts or parcels of real property and other property
hereinafter more specifically described. Such description, however, is
not intended to limit or impair the scope or intention of the general
description contained in the granting clauses or elsewhere herein or
in the Original Indenture.
I.
PROPERTIES IN THE STATE OF WISCONSIN
The following described real property situate, lying and being in
the County of La Crosse, State of Wisconsin, to-wit:
Site of Energy House
(l) Lot Two (2) in Block Fifteen (15) of Second Addition to P. S.
Davidson Addition to the City of La Crosse.
The following described real property situate, lying and being in
the County of Trempealeau, State of Wisconsin, to-wit:
Site of Ettrick Substation
(l) Part of the Northeast quarter (NE 1/4) of the Southwest quarter
(SW 1/4) of Section Four (4), Township Nineteen (19) North, Range
Seven (7) West, described as follows:
Beginning at a point on the North-South quarter line of said
Section 4, which lies North 0 degrees 2l' 13" West 1705.19 feet
from the South quarter corner thereof; thence South 89 degrees 38'
47" West, at right angles to said quarter line, 130.00 feet;
thence North O degrees 21' 13" West, parallel with said quarter
line, 357.54 feet, to the Southerly right of way line of County
Highway "D"; thence South 80 degrees 3l' 00" East, on said right
of way line, 131.94 feet, to the aforesaid quarter line; thence
South 0 degrees 2l' 13" East, on said quarter line, 335.00 feet,
to the point of beginning.
MORTGAGOR'S RECEIPT FOR COPY
The undersigned, Northern States Power Company, a Wisconsin
corporation, the Mortgagor described in the foregoing instrument,
hereby acknowledges that it has this day received from First Wisconsin
Trust Company, the Mortgage described therein, a full, true, complete
and correct copy of said instrument with signatures, witnesses and
acknowledgments thereon shown.
Dated this 12th day of March, A.D. 1982.
NORTHERN STATES POWER COMPANY
By GLENN B. THORSEN, Vice President - Finance
(CORPORATE SEAL)
Attest:
D.P. JOLSTAD, Secretary
This instrument was drafted by Northern States Power Company, 100
North Barstow Street, Eau Claire, Wisconsin 54701.
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Northern States Power Company (Wisconsin)
Statements of Income
Three Months Ended Nine Months Ended
September 30 September 30
(Thousands of dollars)
1994(*) 1993(*) 1994(*) 1993(*)
Operating revenues
Electric........................... 91964 89841 281031 270410
Gas........... ..................... 9136 7980 54177 48804
Total........................... 101100 97821 335208 319214
Operating expenses
Fuel for electric generation........ 1473 1009 4272 2374
Purchased and interchange power.... 43620 42115 130965 125167
Gas purchased for resale............ 8971 8466 39051 35461
Administrative and general.......... 6569 6693 20832 20157
Other operation.................... 13969 12839 39132 37278
Maintenance......................... 6057 5819 15827 14125
Depreciation and amortization....... 7729 7171 22821 21170
Taxes: Property and general......... 3302 3272 10252 9774
Current income tax expense.. -4171 1649 6973 10446
Net Provision for Def'd Income Taxes 4401 1041 6833 5713
Net Investment tax credit adj. -236 -239 -707 -717
Total......................... 91684 89835 296251 280948
Operating income............................ 9416 7986 38957 38266
Other income
Other income and deductions - net....... 348 203 543 703
Allowance for funds used during construction -
Equity.............................. 158 115 504 353
Total Other income........................ 506 318 1047 1056
Income before interest charges............. 9922 8304 40004 39322
Interest charges
Interest on long-term debt................. 4023 3985 11960 12401
Other interest and amortization........... 1107 679 1721 1564
Allowance for funds used during construction -
Debt.................................... -102 -122 -319 -324
Total.................................... 5028 4542 13362 13641
Net Income................................. 4894 3762 26642 25681
Statements of Retained Earnings
Balance at beginning of period........... 214449 203081 205114 192816
Net income for period...................... 4894 3762 26642 25681
Net Additions............................ 4894 3762 26642 25681
Dividends paid............................. 6206 5827 18619 17481
Balance at end of period................. 213137 201016 213137 201016
(*) Unaudited
The Notes to Financial Statements are an integral part of the Statements
of Income and Retained Earnings
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Northern States Power Company (Wisconsin)
Balance Sheets
September 30 December 31
1994 (*) 1993
ASSETS (Thousands of dollars)
UTILITY PLANT
Electric..................................... 828247 810691
Gas........................................... 87357 81567
Electric...................................... 49644 43279
Total.................................... 965248 935537
Accumulated provision for depreciation....... -338850 -320938
Net utility plant......................... 626398 614599
OTHER PROPERTY AND INVESTMENTS... 6929 6887
CURRENT ASSETS
Cash and cash equivalents....................... 379 449
Accounts receivable - net...................... 29342 37716
Materials and supplies - at average cost
Fuel......................................... 3594 2293
Other....................................... 12413 8692
Accrued utility revenues...................... 11670 17230
Prepayments and other..................... 7630 9855
Deferred tax asset............................ 1492 1254
Total current assets...................... 66520 77489
DEFERRED DEBITS
Unamortized debt expense....................... 2962 3078
Regulatory assets............................. 31462 30036
Other.......................................... 6838 4890
Total deferred debits .................. 41262 38004
TOTAL............................... 741109 736979
LIABILITIES
CAPITALIZATION
Common Stock - authorized 870,000 shares of
$100 par value, issued shares:
1992 and 1991, 862,000......... 86200 86200
Premium on common stock............... 10461 10461
Retained Earnings............................... 213137 205114
Total common stock equity.................. 309798 301775
LONG-TERM DEBT 216610 217600
Total capitalization........................ 526408 519375
CURRENT LIABILITIES
Notes payable - parent company.................. 21800 23500
Long-term debt due within one year.......... 0 0
Accounts payable............................... 10048 15264
" Salaries, wages, and vacation pay accrued.. 5743 5481
Payable to affiliate companies (principally parent 10008 11636
Federal taxes accrued.......................... 520 1606
Other taxes accrued.............................. 174 2492
Interest accrued................................ 5644 4823
Other........................................ 2422 1917
Total current liabilities................... 56359 66719
DEFERRED CREDITS
Accumulated deferred income taxes............... 100756 88426
Accumulated deferred investment tax credits 22623 23653
Regulatory liability........................ 17961 22416
Other.................................. 17002 16390
Total deferred credits .................... 158342 150885
TOTAL............................. 741109 736979
(*) Unaudited
The Notes to Financial Statements are an integral part of the Balance Sheet.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Northern States Power Company (Wisconsin)
Statements of Cash Flows
Nine Months Ended
September 30
(Thousands of dollars)
1994(*) 1993(*)
Cash Flows from Operating Activities:
Net Income................................. $26,642 $25,681
Adjustments to reconcile net income to cash from
operating activities:
Depreciation and amortization............... 24,049 23,293
Deferred income taxes........................ 12,093 5,314
Investment tax credit adjustments........... (1,030) (717)
Allowance for funds used during construction
- equity... (504) (353)
Other............................ ............ 0 0
Cash provided from (used by) changes in working
capital.. 3,732 7,487
Cash provided from (used by) changes in other
assets and liabilities. (5,064) (3,062)
Net cash provided from operating activities 59,918 57,643
Cash Flows from Financing Activities:
Issuance of long-term debt...................... 0 107,314
Issuance (repayment) of short-term debt......... (1,700) (9,700)
Redemption of long-term debt(Including
Reacquisition Premium)..... (990) (100,319)
Dividends paid............................... (18,619) (17,481)
Net cash used for financing activities (21,309) (20,186)
Cash Flows from Investing Activities:
Capital expenditures............................ (35,570) (40,562)
Increase (decrease) in construction related
accounts payable....... (1,255) (1,415)
Allowance for funds used during construction
- equity.............. 504 353
Other........................................... (2,358) 3,385
Net cash used for investing activities (38,679) (38,239)
Net increase (decrease) in cash and cash equivalents... (70) (782)
Cash and cash equivalents beginning of period............449 881
Cash and cash equivalents end of period.............. $379 $99
* unaudited
The Notes to Financial Statements are an integral part of the
Statement of Cash Flows
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