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

For the quarterly period ended ~~June~~September 30, 2013



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-03140

Northern States Power Company

(Exact name of registrant as specified in its charter)



Wisconsin		39-0508315
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1414 West Hamilton Avenue
Eau Claire, Wisconsin		54701
(Address of principal executive offices)		(Zip Code)

(715) 737-2625

(Registrant’s telephone number, including area code)

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 shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 and Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer ¨		Accelerated filer ¨

Non-accelerated filer x		Smaller reporting company ¨
(Do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ 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 ~~Aug. 5,~~Oct. 28, 2013
Common Stock, $100 par value		933,000 shares

Northern States Power Company (a Wisconsin corporation) meets the conditions set forth in General Instruction H (1)(a) and (b) of Form 10-Q and is therefore filing this Form 10-Q with the reduced disclosure format specified in General Instruction H (2) to such Form 10-Q.

TABLE OF CONTENTS



PART I — FINANCIAL INFORMATION

Item l —	Financial Statements (Unaudited)	3
Item 2 —	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 4 —	Controls and Procedures	2324

PART II — OTHER INFORMATION

Item 1 —	Legal Proceedings	2324
Item 1A —	Risk Factors	2324
Item 4 —	Mine Safety Disclosures	2324
Item 5 —	Other Information	2324
Item 6 —	Exhibits	2425

SIGNATURES		2526



Certifications Pursuant to Section 302	1
Certifications Pursuant to Section 906	1
Statement Pursuant to Private Litigation	1

This Form 10-Q is filed by Northern States Power Company, a Wisconsin corporation (NSP-Wisconsin). NSP-Wisconsin is a wholly owned subsidiary of Xcel Energy Inc. Xcel Energy Inc. wholly owns the following subsidiaries: Northern States Power Company, a Minnesota corporation (NSP-Minnesota); Southwestern Public Service Company, a New Mexico corporation (SPS); Public Service Company of Colorado, a Colorado corporation (PSCo); and NSP-Wisconsin. NSP-Minnesota, NSP-Wisconsin, PSCo and SPS are also referred to collectively as utility subsidiaries. Additional information on Xcel Energy Inc. and its subsidiaries (collectively, Xcel Energy) is available on various filings with the Securities and Exchange Commission (SEC).

~~Table of Contents~~

PART I — FINANCIAL INFORMATION

Item 1 — FINANCIAL STATEMENTS

NSP-WISCONSIN AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(amounts in thousands)


	Three Months Ended June 30						Six Months Ended June 30						Three Months Ended Sept. 30						Nine Months Ended Sept. 30
	2013			2012			2013			2012			2013			2012			2013			2012
Operating revenues
Electric	$	185,374		$	179,105		$	376,185		$	361,106		$	216,545		$	214,426		$	592,730		$	575,532
Natural gas	24,555			14,830			74,912			56,322			14,266			11,742			89,178			68,064
Other	246			238			493			544			249			307			742			851
Total operating revenues	210,175			194,173			451,590			417,972			231,060			226,475			682,650			644,447

Operating expenses
Electric fuel and purchased power, non-affiliates	1,862			4,467			6,032			7,914			4,968			7,516			11,000			15,431
Purchased power, affiliates	100,043			98,813			198,985			197,980			106,554			103,572			305,539			301,551
Cost of natural gas sold and transported	14,302			7,123			45,287			34,002			7,483			5,656			52,770			39,658
Operating and maintenance expenses	42,992			42,492			84,668			80,992			42,521			41,726			127,189			122,718
Conservation program expenses	3,118			3,620			6,110			7,122			3,133			3,714			9,243			10,836
Depreciation and amortization	19,051			17,093			37,906			34,102			19,359			17,338			57,265			51,440
Taxes (other than income taxes)	6,341			6,217			12,735			12,598			6,273			6,218			19,008			18,816
Total operating expenses	187,709			179,825			391,723			374,710			190,291			185,740			582,014			560,450

Operating income	22,466			14,348			59,867			43,262			40,769			40,735			100,636			83,997

Other income (expense), net	155			(40		)	270			460
Other (expense) income, net													(61		)	(85		)	209			375
Allowance for funds used during construction — equity	780			765			1,726			1,764			1,029			(385		)	2,755			1,379

Interest charges and financing costs
Interest charges — includes other financing costs of $380, $384, $761 and $810, respectively	6,814			6,044			13,669			12,059
Interest charges — includes other financing costs of $389, $375, $1,150 and $1,185, respectively													7,191			5,944			20,860			18,003
Allowance for funds used during construction — debt	(400		)	(139		)	(809		)	(225		)	(471		)	(995		)	(1,280		)	(1,220		)
Total interest charges and financing costs	6,414			5,905			12,860			11,834			6,720			4,949			19,580			16,783

Income before income taxes	16,987			9,168			49,003			33,652			35,017			35,316			84,020			68,968
Income taxes	6,443			3,426			18,774			13,032			13,004			13,116			31,778			26,148
Net income	$	10,544		$	5,742		$	30,229		$	20,620		$	22,013		$	22,200		$	52,242		$	42,820

See Notes to Consolidated Financial Statements

~~Table of Contents~~

NSP-WISCONSIN AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(amounts in thousands)


	Three Months Ended June 30				Six Months Ended June 30				Three Months Ended Sept. 30				Nine Months Ended Sept. 30
	2013		2012		2013		2012		2013		2012		2013		2012
Net income	$	10,544	$	5,742	$	30,229	$	20,620	$	22,013	$	22,200	$	52,242	$	42,820
Other comprehensive income
Derivative instruments:
Reclassification of losses to net income, net of tax of $14, $12, $26 and $25, respectively	18		19		37		38
Reclassification of losses to net income, net of tax of $12, $12, $38 and $37, respectively.									20		20		57		58
Other comprehensive income	18		19		37		38		20		20		57		58
Comprehensive income	$	10,562	$	5,761	$	30,266	$	20,658	$	22,033	$	22,220	$	52,299	$	42,878

See Notes to Consolidated Financial Statements

Table of Contents

NSP-WISCONSIN AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(amounts in thousands)


	Six Months Ended June 30						Nine Months Ended Sept. 30
	2013			2012			2013			2012
Operating activities
Net income	$	30,229		$	20,620		$	52,242		$	42,820
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	38,476			34,680			58,126			52,291
Deferred income taxes	15,407			14,638			19,491			19,604
Amortization of investment tax credits	(332		)	(312		)	(500		)	(469		)
Allowance for equity funds used during construction	(1,726		)	(1,764		)	(2,755		)	(1,379		)
Net derivative (gains) losses	(344		)	63			(658		)	95
Changes in operating assets and liabilities:
Accounts receivable	1,134			(9,458		)	2,566			(11,303		)
Accrued unbilled revenues	9,928			9,625			11,076			9,496
Inventories	1,913			7,696			(3,382		)	3,924
Other current assets	3,442			(712		)	9,486			6,142
Accounts payable	(5,435		)	1,860			(3,755		)	(7,307		)
Net regulatory assets and liabilities	(806		)	4,479			(6,260		)	6,150
Other current liabilities	1,670			588			9,635			9,701
Pension and other employee benefit obligations	(10,234		)	(11,730		)	(9,273		)	(11,002		)
Change in other noncurrent assets	329			(228		)	260			(119		)
Change in other noncurrent liabilities	630			582			1,555			(500		)
Net cash provided by operating activities	84,281			70,627			137,854			118,144

Investing activities
Utility capital/construction expenditures	(81,603		)	(72,230		)	(134,641		)	(106,553		)
Allowance for equity funds used during construction	1,726			1,764			2,754			1,379
Other, net	(230		)	1,105			(249		)	1,096
Net cash used in investing activities	(80,107		)	(69,361		)	(132,136		)	(104,078		)

Financing activities
(Repayments of) proceeds from short-term borrowings, net	(37,000		)	13,000			(28,000		)	33,000
(Repayments of) proceeds from notes payable to affiliate	(80		)	50			(80		)	50
Repayments of long-term debt	(92		)	(32		)	(109		)	(48		)
Capital contributions from parent	45,093			2,162			42,481			2,162
Dividends paid to parent	(15,186		)	(16,225		)	(22,943		)	(49,306		)
Net cash used in financing activities	(7,265		)	(1,045		)	(8,651		)	(14,142		)

Net change in cash and cash equivalents	(3,091		)	221			(2,933		)	(76		)
Cash and cash equivalents at beginning of period	4,459			1,571			4,459			1,571
Cash and cash equivalents at end of period	$	1,368		$	1,792		$	1,526		$	1,495

Supplemental disclosure of cash flow information:
Cash paid for interest (net of amounts capitalized)	$	(12,122	)	$	(11,302	)	$	(18,366	)	$	(16,925	)
Cash received (paid) for income taxes, net	39			(706		)	(2,127		)	1,971
Supplemental disclosure of non-cash investing transactions:
Property, plant and equipment additions in accounts payable	$	9,134		$	5,748		$	10,347		$	8,866

See Notes to Consolidated Financial Statements

Table of Contents

NSP-WISCONSIN AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(amounts in thousands, except share and per share data)


	June 30, 2013			Dec. 31, 2012			Sept. 30, 2013			Dec. 31, 2012
Assets
Current assets
Cash and cash equivalents	$	1,368		$	4,459		$	1,526		$	4,459
Accounts receivable, net	49,584			50,706			48,119			50,706
Accrued unbilled revenues	39,210			49,138			38,062			49,138
Inventories	17,773			19,685			22,999			19,685
Regulatory assets	15,197			12,048			17,011			12,048
Prepaid taxes	22,490			24,688			16,063			24,688
Deferred income taxes	2,445			—			10,466			—
Prepayments and other	2,251			4,394			2,889			4,394
Total current assets	150,318			165,118			157,135			165,118

Property, plant and equipment, net	1,343,713			1,298,236			1,378,647			1,298,236

Other assets
Regulatory assets	236,085			240,459			237,339			240,459
Other investments	3,461			3,232			3,483			3,232
Other	3,662			4,040			3,677			4,040
Total other assets	243,208			247,731			244,499			247,731
Total assets	$	1,737,239		$	1,711,085		$	1,780,281		$	1,711,085

Liabilities and Equity
Current liabilities
Current portion of long-term debt	$	103		$	1,246		$	103		$	1,246
Short-term debt	2,000			39,000			11,000			39,000
Notes payable to affiliates	470			550			470			550
Accounts payable	26,838			30,723			29,096			30,723
Accounts payable to affiliates	29,461			31,556			29,158			31,556
Dividends payable to parent	7,757			7,667			8,038			7,667
Regulatory liabilities	7,718			6,086			4,233			6,086
Taxes accrued							8,303			839
Environmental liabilities	17,561			23,427			23,817			23,427
Accrued interest	7,470			7,304			7,549			7,304
Other	11,577			11,794			9,627			10,955
Total current liabilities	110,955			159,353			131,394			159,353

Deferred credits and other liabilities
Deferred income taxes	280,604			261,800			294,026			261,800
Deferred investment tax credits	9,294			8,911			9,576			8,911
Regulatory liabilities	125,016			123,746			125,982			123,746
Environmental liabilities	87,170			84,655			81,862			84,655
Customer advances	16,449			15,631			16,861			15,631
Pension and employee benefit obligations	53,394			63,643			54,354			63,643
Other	8,672			8,923			9,141			8,923
Total deferred credits and other liabilities	580,599			567,309			591,802			567,309

Commitments and contingencies
Capitalization
Long-term debt	468,494			467,317			468,511			467,317
Common stock — 1,000,000 shares authorized of $100 par value; 933,000 shares outstanding at June 30, 2013 and Dec. 31, 2012, respectively	93,300			93,300
Common stock — 1,000,000 shares authorized of $100 par value; 933,000 shares outstanding at Sept. 30, 2013 and Dec. 31, 2012, respectively							93,300			93,300
Additional paid in capital	234,961			189,867			232,349			189,867
Retained earnings	249,330			234,376			263,305			234,376
Accumulated other comprehensive loss	(400		)	(437		)	(380		)	(437		)
Total common stockholder’s equity	577,191			517,106			588,574			517,106
Total liabilities and equity	$	1,737,239		$	1,711,085		$	1,780,281		$	1,711,085

See Notes to Consolidated Financial Statements

Table of Contents

NSP-WISCONSIN AND SUBSIDIARIES

Notes to Consolidated Financial Statements (UNAUDITED)

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly, in accordance with accounting principles generally accepted in the United States of America (GAAP), the financial position of NSP-Wisconsin and its subsidiaries as of ~~June~~Sept. 30, 2013 and Dec. 31, 2012; the results of its operations, including the components of net income and comprehensive income, for the three and ~~six~~nine months ended ~~June~~Sept. 30, 2013 and 2012; and its cash flows for the ~~six~~nine months ended ~~June~~Sept. 30, 2013 and 2012. All adjustments are of a normal, recurring nature, except as otherwise disclosed. Management has also evaluated the impact of events occurring after ~~June~~Sept. 30, 2013 up to the date of issuance of these consolidated financial statements. These statements contain all necessary adjustments and disclosures resulting from that evaluation. The Dec. 31, 2012 balance sheet information has been derived from the audited 2012 consolidated financial statements included in the NSP-Wisconsin Annual Report on Form 10-K for the year ended Dec. 31, 2012. These notes to the consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC for Quarterly Reports on Form 10-Q. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP on an annual basis have been condensed or omitted pursuant to such rules and regulations. For further information, refer to the consolidated financial statements and notes thereto, included in the NSP-Wisconsin Annual Report on Form 10-K for the year ended Dec. 31, 2012, filed with the SEC on Feb. 25, 2013. Due to the seasonality of NSP-Wisconsin’s electric and natural gas sales, interim results are not necessarily an appropriate base from which to project annual results.


1.	Summary of Significant Accounting Policies

The significant accounting policies set forth in Note 1 to the consolidated financial statements in the NSP-Wisconsin Annual Report on Form 10-K for the year ended Dec. 31, 2012, appropriately represent, in all material respects, the current status of accounting policies and are incorporated herein by reference.

The electric production and transmission system of NSP-Minnesota and NSP-Wisconsin (NSP System) is operated on an integrated basis and managed by ~~NSP-Minnesota.~~NSP-Minnesota and NSP-Wisconsin. The electric production and transmission costs of the NSP System are shared by NSP-Minnesota and NSP-Wisconsin. A Federal Energy Regulatory Commission (FERC) approved Interchange Agreement between the two companies provides for the sharing of all generation and transmission costs of the NSP System. Such costs include current and potential obligations of NSP-Minnesota related to its nuclear generating facilities.


2.	Accounting Pronouncements

Recently Adopted

Balance Sheet Offsetting — In December 2011, the Financial Accounting Standards Board (FASB) issued Balance Sheet (Topic 210) — Disclosures about Offsetting Assets and Liabilities (Accounting Standards Update (ASU) No. 2011-11), which requires disclosures regarding netting arrangements in agreements underlying derivatives, certain financial instruments and related collateral amounts, and the extent to which an entity’s financial statement presentation policies related to netting arrangements impact amounts recorded to the financial statements. In January 2013, the FASB issued Balance Sheet (Topic 210) – Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities (ASU No. 2013-01) to clarify the specific instruments that should be considered in these disclosures. These disclosure requirements do not affect the presentation of amounts in the consolidated balance sheets, and were effective for annual reporting periods beginning on or after Jan. 1, 2013, and interim periods within those annual reporting periods. NSP-Wisconsin implemented the disclosure guidance effective Jan. 1, 2013, and the implementation did not have a material impact on its consolidated financial statements. See Note 8 for the required disclosures.

Comprehensive Income Disclosures — In February 2013, the FASB issued Comprehensive Income (Topic 220) — Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (ASU No. 2013-02), which requires detailed disclosures regarding changes in components of accumulated other comprehensive income and amounts reclassified out of accumulated other comprehensive income. These disclosure requirements do not change how net income or comprehensive income are presented in the consolidated financial statements. These disclosure requirements were effective for annual reporting periods beginning on or after Dec. 15, 2012, and interim periods within those annual reporting periods. NSP-Wisconsin implemented the disclosure guidance effective Jan. 1, 2013, and the implementation did not have a material impact on its consolidated financial statements. See Note 12 for the required disclosures.

~~Table of Contents~~


3.	Selected Balance Sheet Data


(Thousands of Dollars)	June 30, 2013			Dec. 31, 2012			Sept. 30, 2013			Dec. 31, 2012
Accounts receivable, net(a)
Accounts receivable	$	53,700		$	55,039		$	52,596		$	55,039
Less allowance for bad debts	(4,116		)	(4,333		)	(4,477		)	(4,333		)
	$	49,584		$	50,706		$	48,119		$	50,706

^(a) Accounts receivable, net includes $14 and $586 due from affiliates as of Sept. 30, 2013 and Dec. 31, 2012, respectively.


(Thousands of Dollars)	June 30, 2013		Dec. 31, 2012		Sept. 30, 2013		Dec. 31, 2012
Inventories
Materials and supplies	$	6,541	$	6,172	$	6,406	$	6,172
Fuel	7,268		6,664		5,771		6,664
Natural gas	3,964		6,849		10,822		6,849
	$	17,773	$	19,685	$	22,999	$	19,685


(Thousands of Dollars)	June 30, 2013			Dec. 31, 2012			Sept. 30, 2013			Dec. 31, 2012
Property, plant and equipment, net
Electric plant	$	1,848,303		$	1,795,239		$	1,869,563		$	1,795,239
Natural gas plant	227,790			224,625			231,778			224,625
Common and other property	112,043			111,319			112,514			111,319
Construction work in progress	77,144			62,629			101,436			62,629
Total property, plant and equipment	2,265,280			2,193,812			2,315,291			2,193,812
Less accumulated depreciation	(921,567		)	(895,576		)	(936,644		)	(895,576		)
	$	1,343,713		$	1,298,236		$	1,378,647		$	1,298,236


4.	Income Taxes

Except to the extent noted below, the circumstances set forth in Note 6 to the consolidated financial statements included in NSP-Wisconsin’s Annual Report on Form 10-K for the year ended Dec. 31, 2012 appropriately represent, in all material respects, the current status of other income tax matters, and are incorporated herein by reference.

Federal Audit — NSP-Wisconsin is a member of the Xcel Energy affiliated group that files a consolidated federal income tax return. The statute of limitations applicable to Xcel Energy’s 2008 federal income tax return expired in September 2012. The statute of limitations applicable to Xcel Energy’s 2009 federal income tax return expires in June 2015. In the third quarter of 2012, the Internal Revenue Service (IRS) commenced an examination of tax years 2010 and 2011. As of ~~June~~Sept. 30, 2013, the IRS had not proposed any material adjustments to tax years 2010 and 2011.

State Audits — NSP-Wisconsin is a member of the Xcel Energy affiliated group that files consolidated state income tax returns. As of ~~June~~Sept. 30, 2013, NSP-Wisconsin’s earliest open tax year that is subject to examination by state taxing authorities under applicable statutes of limitations is ~~2008~~2009. In the first quarter of 2013, the state of Wisconsin commenced an examination of tax years 2009 through 2011. As of ~~June~~Sept. 30, 2013, no material adjustments had been proposed for these years. There are currently no other state income tax audits in progress.

Unrecognized Tax Benefits — The unrecognized tax benefit balance includes permanent tax positions, which if recognized would affect the annual effective tax rate (ETR). In addition, the unrecognized tax benefit balance includes temporary tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. A change in the period of deductibility would not affect the ETR but would accelerate the payment of cash to the taxing authority to an earlier period.

Table of Contents

A reconciliation of the amount of unrecognized tax benefit is as follows:


(Millions of Dollars)	June 30, 2013		Dec. 31, 2012		Sept. 30, 2013		Dec. 31, 2012
Unrecognized tax benefit — Permanent tax positions	$	0.1	$	0.1	$	0.2	$	0.1
Unrecognized tax benefit — Temporary tax positions	1.3		1.2		1.5		1.2
Total unrecognized tax benefit	$	1.4	$	1.3	$	1.7	$	1.3

The unrecognized tax benefit amounts were reduced by the tax benefits associated with net operating loss (NOL) and tax credit carryforwards. The amounts of tax benefits associated with NOL and tax credit carryforwards are as follows:


(Millions of Dollars)	June 30, 2013			Dec. 31, 2012			Sept. 30, 2013			Dec. 31, 2012
NOL and tax credit carryforwards	$	(0.9	)	$	(0.9	)	$	(0.9	)	$	(0.9	)

It is reasonably possible that NSP-Wisconsin’s amount of unrecognized tax benefits could significantly change in the next 12 months as the IRS and state audits progress. As the IRS examination moves closer to completion, it is reasonably possible that the amount of unrecognized tax benefit could decrease up to approximately $1 million.

The payable for interest related to unrecognized tax benefits is partially offset by the interest benefit associated with NOL and tax credit carryforwards. The payables for interest related to unrecognized tax benefits at ~~June~~Sept. 30, 2013 and Dec. 31, 2012 were not material. No amounts were accrued for penalties related to unrecognized tax benefits as of ~~June~~Sept. 30, 2013 or Dec. 31, 2012.

Tangible Property Regulations — In September 2013, the U.S. Treasury issued final regulations addressing the tax consequences associated with the acquisition, production and improvement of tangible property. As NSP-Wisconsin had adopted certain utility-specific guidance previously issued by the IRS, the issuance is not expected to have a material impact on its consolidated financial statements.


5.	Rate Matters

Except to the extent noted below, the circumstances set forth in Note 10 to the consolidated financial statements included in NSP-Wisconsin’s Annual Report on Form 10-K for the year ended Dec. 31, 2012 and in Note 5 to NSP-Wisconsin’s Quarterly Report on Form 10-Q for the quarter period ended March 31, 2013 and June 30, 2013, appropriately represent, in all material respects, the current status of other rate matters, and are incorporated herein by reference.

Pending Regulatory Proceedings — Public Service Commission of Wisconsin (PSCW)

~~Base Rate~~

~~NSP-Wisconsin –~~ Wisconsin 2014 Electric and Gas Rate Case — On May 31, 2013, NSP-Wisconsin filed a request with the PSCW to increase rates for electric and natural gas service effective Jan. 1, 2014. NSP-Wisconsin requested an overall increase in annual electric rates of $40.0 million, or 6.5 percent, and an increase in natural gas rates of $4.7 million, or 3.8 percent.

The rate filing is based on a 2014 forecast test year, a return on equity (ROE) of 10.4 percent, an equity ratio of 52.5 percent, and a forecasted average net investment rate base of approximately $895.3 million for the electric utility and $89.8 million for the natural gas utility.

On Oct. 4, 2013, the PSCW Staff filed their direct testimony and recommended an electric rate increase of $23.8 million, or 3.8 percent, and a natural gas rate decrease of $1.1 million, or 0.9 percent. PSCW Staff’s recommendations were based on a 10.2 percent ROE and a 52.5 percent equity ratio.

The most significant adjustments proposed by the PSCW Staff are shown in the table below:



(Millions of Dollars)	Electric Staff Testimony October 2013			Natural Gas Staff Testimony October 2013
Rate request	$	40.0		$	4.7
Electric fuel and purchased power	(5.1		)	—
Sales forecast	(4.8		)	—
Incentive compensation and merit pay	(3.0		)	(0.6		)
ROE	(1.6		)	(0.2		)
Conservation funding transfer	0.7			(0.7		)
Depreciation expense	(0.7		)	(1.3		)
Ashland site amortization expense	—			(2.3		)
Other, net	(1.7		)	(0.7		)
Recommended rate increase (decrease)	$	23.8		$	(1.1	)

The majority of the adjustment to electric fuel and purchased power is the result of the PSCW Staff’s proposal to discontinue using the New York Mercantile Exchange (NYMEX) futures prices as a basis for setting the fuel price forecast and instead using a discounted percentage of the NYMEX futures prices. PSCW Staff’s sales forecast adjustment is based on the assumption that the strong sales growth trend from 2010 through 2012, primarily in the large commercial/industrial sector, will continue through 2013 and 2014, while NSP-Wisconsin’s forecast shows moderating growth.

On Oct. 18, 2013, NSP-Wisconsin filed rebuttal testimony, revising the requested electric rate increase to $34.0 million and natural gas rate increase to zero, based on a 10.4 percent ROE and other adjustments.

Next steps in the procedural schedule are ~~expected to be~~ as follows:

~~Staff and Intervenor Direct Testimony – Oct. 4, 2013~~

~~Rebuttal Testimony – Oct. 18, 2013~~

Surrebuttal testimony –- Oct. 28, ~~2013~~2013;

Hearing –- Oct. 30, ~~2013~~2013;

Initial ~~Brief –~~brief - Nov. 13, ~~2013~~2013; and

Reply ~~Brief –~~brief - Nov. 20, ~~2013~~2013.

A PSCW decision is anticipated in December 2013, with final rates going into effect in January 2014.


6.	Commitments and Contingencies

Except as noted below and in Note 5, the circumstances set forth in Notes 10 and 11 to the consolidated financial statements in NSP-Wisconsin’s Annual Report on Form 10-K for the year ended Dec. 31, 2012 appropriately represent, in all material respects, the current status of commitments and contingent liabilities and are incorporated herein by reference. The following include commitments, contingencies and unresolved contingencies that are material to NSP-Wisconsin’s financial position.

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Guarantees — NSP-Wisconsin provides a guarantee for payment of customer loans related to NSP-Wisconsin’s farm rewiring program. NSP-Wisconsin’s exposure under the guarantee is based upon the net liability under the agreement. The guarantee issued by NSP-Wisconsin limits the exposure of NSP-Wisconsin to a maximum amount stated in the guarantee. The guarantee contains no recourse provisions and requires no collateral.

The following table presents the guarantee issued and outstanding for NSP-Wisconsin:

(Millions of Dollars) June 30, 2013 Dec. 31, 2012
Guarantee issued and outstanding $ 1.0
$ 1.0
Current exposure under the guarantee 0.4
0.4



(Millions of Dollars)	Sept. 30, 2013		Dec. 31, 2012
Guarantees issued and outstanding	$	1.0	$	1.0
Current exposure under these guarantees	0.3		0.4

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Environmental Contingencies

Ashland Manufactured Gas Plant (MGP) Site — NSP-Wisconsin has been named a potentially responsible party (PRP) for contamination at a site in Ashland, Wis. The Ashland/Northern States Power Lakefront Superfund Site (the Ashland site) includes property owned by NSP-Wisconsin, which was a site previously operated by a predecessor company as a MGP facility (the Upper Bluff), and two other properties: an adjacent city lakeshore park area (Kreher Park), on which an unaffiliated third party previously operated a sawmill and conducted creosote treating operations; and an area of Lake Superior’s Chequamegon Bay adjoining the park (the Sediments).

The U.S. Environmental Protection Agency (EPA) issued its Record of Decision (ROD) in 2010, which describes the preferred remedy the EPA has selected for the cleanup of the Ashland site. In 2011, the EPA issued special notice letters identifying several entities, including NSP-Wisconsin, as PRPs, for future remediation at the site. The special notice letters requested that those PRPs participate in negotiations with the EPA regarding how the PRPs intended to conduct or pay for the remediation at the Ashland site. As a result of those settlement negotiations, the EPA agreed to segment the Ashland site into separate areas. The first area (Phase I Project Area) includes soil and groundwater in Kreher Park and the Upper Bluff. The second area includes the Sediments.

In October 2012, a settlement among the EPA, the Wisconsin Department of Natural Resources (WDNR), the Bad River and Red Cliff Bands of the Lake Superior Tribe of Chippewa Indians and NSP-Wisconsin was approved by the U.S. District Court for the Western District of Wisconsin. This settlement resolves claims against NSP-Wisconsin for its alleged responsibility for the remediation of the Phase I Project Area. Under the terms of the settlement, NSP-Wisconsin agreed to perform the remediation of the Phase I Project Area, but does not admit any liability with respect to the Ashland site. The settlement reflects a cost estimate for the clean up of the Phase I Project Area of $40 million. The settlement also resolves claims by the federal, state and tribal trustees against NSP-Wisconsin for alleged natural resource damages at the Ashland site, including both the Phase I Project Area and the Sediments. As part of the settlement, NSP-Wisconsin has conveyed approximately 1,390 acres of land to the State of Wisconsin and tribal trustees. Fieldwork to address the Phase I Project Area at the Ashland site began at the end of 2012 and ~~continues in 2013.~~continues.

Negotiations between the EPA and NSP-Wisconsin regarding who will pay or perform the cleanup of the Sediments are ongoing. In August and September 2013, NSP-Wisconsin performed field studies in the Sediments to gather more data about site conditions. The data from that investigation will be received and reported in November 2013. Also, in September 2013, the EPA requested NSP-Wisconsin consider re-submitting another proposal to perform a wet dredge pilot study for a portion of the Sediments. NSP-Wisconsin previously submitted a proposal for a wet dredge pilot study in 2011. The EPA’s ROD for the Ashland site includes estimates that the cost of the preferred remediation related to the Sediments is between $63 million and $77 million, with a potential deviation in such estimated costs of up to 50 percent higher to 30 percent lower.

In August 2012, NSP-Wisconsin also filed litigation against other PRPs for their share of the cleanup costs for the Ashland site. Trial for this matter has been ~~scheduled~~rescheduled for ~~June 2014.~~April 2015. Negotiations between the EPA, NSP-Wisconsin and several of the other PRPs regarding the PRPs’ fair share of the cleanup costs for the Ashland site are also ongoing.

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At ~~June~~Sept. 30, 2013 and Dec. 31, 2012, NSP-Wisconsin had recorded a liability of $~~101.3~~101.2 million and $103.7 million, respectively, for the Ashland site based upon potential remediation and design costs together with estimated outside legal and consultant costs; of which $~~14.3~~19.5 million and $20.1 million, respectively, was considered a current liability. ~~The reduction in recorded liability at June 30, 2013 reflects that cleanup has now commenced and costs are being incurred with respect to the Phase I Project Area.~~ NSP-Wisconsin’s potential liability, the actual cost of remediation and the time frame over which the amounts may be paid are subject to change. NSP-Wisconsin also continues to work to identify and access state and federal funds to apply to the ultimate remediation cost of the entire site. Unresolved issues or factors that could result in higher or lower NSP-Wisconsin remediation costs for the Ashland site include the cleanup approach implemented for the Sediments, which party implements the cleanup, the timing of when the cleanup is implemented, potential contributions by other PRPs and whether federal or state funding may be directed to help offset remediation costs at the Ashland site.

NSP-Wisconsin has deferred the estimated site remediation costs, as a regulatory asset, based on an expectation that the PSCW will continue to allow NSP-Wisconsin to recover payments for environmental remediation from its customers. The PSCW has consistently authorized in NSP-Wisconsin rates recovery of all remediation costs incurred at the Ashland site, and has authorized recovery of MGP remediation costs by other Wisconsin utilities. External MGP remediation costs are subject to deferral in the Wisconsin retail jurisdiction and are reviewed for prudence as part of the Wisconsin retail rate case process. Under an existing PSCW policy, utilities have recovered remediation costs for MGPs in natural gas rates, amortized over a four~~-to~~- to six-year period. The PSCW historically has not allowed utilities to recover their carrying costs on unamortized regulatory assets for MGP remediation.

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In ~~a recent~~the last rate case decision, the PSCW recognized the potential magnitude of the future liability for the cleanup at the Ashland ~~site. In December 2012, the PSCW~~site and granted an exception to its existing policy at the request of NSP-Wisconsin. The elements of this exception include: 1) approval to begin recovery of estimated Phase 1 Project costs beginning on Jan. 1, 2013; 2) approval to amortize these estimated costs over a ten-year period; and 3) approval to apply a three percent carrying cost to the unamortized regulatory asset. Implementation of this exception will help mitigate the rate impact to natural gas customers and the risk to NSP-Wisconsin from a longer amortization period.

Environmental Requirements

Greenhouse Gas (GHG) New Source Performance Standard (NSPS) Proposal ~~(NSPS)~~ and Emission Guideline for Existing Sources — In ~~April 2012,~~September 2013, the EPA ~~proposed~~re-proposed a GHG NSPS for newly constructed power ~~plants. The proposal requires that~~plants which seeks to establish carbon dioxide (CO₂) emission rates ~~be equal to a natural gas combined-cycle plant, even if the plant is coal-fired.~~for coal-fired power plants that reflect emission reductions using partial carbon capture and storage technology (CCS). The EPA’s proposed CO₂ emission limits for gas-fired power plants reflect emissions levels from combined cycle technology with no CCS. The EPA ~~also proposed~~continues to propose that the NSPS not apply to modified or reconstructed existing power ~~plants and that~~plants. In addition, installation of control equipment on existing plants would not constitute a “modification” to those plants under the NSPS program. OnIt is not possible to evaluate the impact of the re-proposed NSPS until its final requirements are known.

In June ~~25,~~ 2013, President Obama issued a memorandum directing the EPA to ~~re-propose GHG emission standards for new power plants and~~ develop GHG emission standards for existing power plants. The memorandum anticipates the EPA will issue a proposed GHG emission standard for existing power plants in June 2014. It is not possible to evaluate the impact of ~~these regulations~~existing source standards until the upcoming ~~proposals~~proposal and final requirements are known.

Cross-State Air Pollution Rule (CSAPR) — In 2011, the EPA issued the CSAPR to address long range transport of particulate matter (PM) and ozone by requiring reductions in sulfur dioxide (SO₂) and nitrogen oxide (NOx) from utilities in the eastern half of the United States, including Wisconsin. The CSAPR would have set more stringent requirements than the proposed Clean Air Transport Rule. The rule also would have created an emissions trading program.

In August 2012, the U.S. Court of Appeals for the District of Columbia Circuit (D.C. Circuit) vacated the CSAPR and remanded it back to the EPA. The D.C. Circuit stated that the EPA must continue administering the Clean Air Interstate Rule (CAIR) pending adoption of a valid replacement. ~~Although the D.C. Circuit had denied all requests for rehearing, in~~In June 2013, the U.S. Supreme Court elected to review the D.C. Circuit’s 2012 decision to vacate the CSAPR. The Court has ordered the parties to file briefs in the appeal this fall and will hear arguments in December 2013. The Court will likely issue a decision by June 2014.

As the EPA continues administering the CAIR while the CSAPR or a replacement rule is pending, NSP-Wisconsin expects to comply with the CAIR as described below.

CAIR — In 2005, the EPA issued the CAIR to further regulate SO₂ and NOx emissions. Under the CAIR’s cap and trade structure, companies can comply through capital investments in emission controls or purchase of emission allowances from other utilities making reductions on their systems. NSP-Wisconsin purchased allowances in 2012 and plans to continue to purchase allowances in 2013 to comply with the CAIR. At ~~June~~Sept. 30, 2013, the estimated annual CAIR NOx allowance cost for NSP-Wisconsin did not have a material impact on the results of operations, financial position or cash flows.

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Federal Clean Water Act - Effluent Limitations Guidelines (ELG) — In June 2013, the EPA published a proposed ELG rule for power plants that use coal, natural gas, oil or nuclear materials as fuel and discharge treated effluent to surface waters as well as utility-owned landfills that receive coal combustion ~~residuals (CCR).~~residuals. Refuse derived fuel, biomass and other alternatively fueled power plants are not addressed by the proposed revisions. The proposed rule identifies four potential regulatory options and invites comments on those regulatory approaches. The options differ in the number of waste streams covered, size of the units controlled and stringency of controls. The EPA is also seeking comment on the interaction between the ELG proposal and its proposed CCR rule, which is another proposed rule that would also regulate surface impoundments that store coal combustion byproducts (coal ash) and whether to regulate coal ash as hazardous or nonhazardous waste. A final rule is anticipated in 2014. Under the current proposed rule, facilities would need to comply as soon as possible after July 1, 2017 but no later than July 1, 2022. The impact of this rule on NSP-Wisconsin is uncertain at this time.

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Legal Contingencies

NSP-Wisconsin is involved in various litigation matters that are being defended and handled in the ordinary course of business. The assessment of whether a loss is probable or is a reasonable possibility, and whether the loss or a range of loss is estimable, often involves a series of complex judgments about future events. Management maintains accruals for such losses that are probable of being incurred and subject to reasonable estimation. Management is sometimes unable to estimate an amount or range of a reasonably possible loss in certain situations, including but not limited to when (1) the damages sought are indeterminate, (2) the proceedings are in the early stages, or (3) the matters involve novel or unsettled legal theories. In such cases, there is considerable uncertainty regarding the timing or ultimate resolution of such matters, including a possible eventual loss. For current proceedings not specifically reported herein, management does not anticipate that the ultimate liabilities, if any, arising from such current proceedings would have a material effect on NSP-Wisconsin’s financial statements. Unless otherwise required by GAAP, legal fees are expensed as incurred.

Environmental Litigation

~~Native Village of Kivalina vs. Xcel Energy Inc. et al.~~ ~~— In February 2008, the City and Native Village of Kivalina, Alaska, filed a lawsuit in the U.S. District Court for the Northern District of California against Xcel Energy and~~ 23 ~~other utility, oil, gas and coal companies. Plaintiffs claim that defendants’ emission of CO~~₂ and other greenhouse gases contribute to global warming, which is harming their village. Xcel Energy believes the claims asserted in this lawsuit are without merit and joined with other utility defendants in filing a motion to dismiss in June 2008. In October 2009, the U.S. District Court dismissed the lawsuit on constitutional grounds. In November 2009, plaintiffs filed a notice of appeal to the U.S. Court of Appeals for the Ninth Circuit (Ninth Circuit). In October 2012, the Ninth Circuit affirmed the U.S. District Court’s dismissal and subsequently rejected plaintiffs’ request for rehearing. In May 2013, the U.S. Supreme Court denied plaintiffs’ request for review, which brings this litigation to a close. No accrual has been recorded for this matter.

Comer vs. Xcel Energy Inc. et al. — In May 2011, less than a year after their initial lawsuit was dismissed, plaintiffs in this purported class action lawsuit filed a second lawsuit against more than 85 utility, oil, chemical and coal companies in the U.S. District Court in Mississippi. The complaint alleges defendants’ CO₂ emissions intensified the strength of Hurricane Katrina and increased the damage plaintiffs purportedly sustained to their property. Plaintiffs base their claims on public and private nuisance, trespass and negligence. Among the defendants named in the complaint are Xcel Energy Inc., SPS, PSCo, NSP-Wisconsin and NSP-Minnesota. The amount of damages claimed by plaintiffs is unknown. The defendants believe this lawsuit is without merit and filed a motion to dismiss the lawsuit. In March 2012, the U.S. District Court granted this motion for dismissal. In April 2012, plaintiffs appealed this decision to the U.S. Court of Appeals for the Fifth Circuit. In May 2013, the Fifth Circuit affirmed the district court’s dismissal of this lawsuit. ~~It is uncertain whether plaintiffs will~~Plaintiffs elected not to seek further review of this ~~decision. Although Xcel Energy believes the likelihood of loss is remote based upon existing case law, it is not possible~~decision, which brings this litigation to ~~estimate the amount or range of reasonably possible loss in the event of an adverse outcome of this matter.~~ a close. No accrual ~~has been~~was recorded for this matter.

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7.	Borrowings and Other Financing Instruments

Commercial Paper — NSP-Wisconsin meets its short-term liquidity requirements primarily through the issuance of commercial paper and borrowings under its credit facility. Commercial paper outstanding for NSP-Wisconsin was as follows:


(Amounts in Millions, Except Interest Rates)	Three Months Ended June 30, 2013			Twelve Months Ended Dec. 31, 2012			Three Months Ended Sept. 30, 2013			Twelve Months Ended Dec. 31, 2012
Borrowing limit	$	150		$	150		$	150		$	150
Amount outstanding at period end	2			39			11			39
Average amount outstanding	11			61			4			61
Maximum amount outstanding	27			116			19			116
Weighted average interest rate, computed on a daily basis	0.27		%	0.39		%	0.22		%	0.39		%
Weighted average interest rate at period end	0.22			0.40			0.18			0.40

Letters of Credit — NSP-Wisconsin may use letters of credit, generally with terms of one year, to provide financial guarantees for certain operating obligations. At ~~June~~Sept. 30, 2013 and Dec. 31, 2012, there were no letters of credit outstanding.

Credit Facility — In order to use its commercial paper program to fulfill short-term funding needs, NSP-Wisconsin must have a revolving credit facility in place at least equal to the amount of its commercial paper borrowing limit and cannot issue commercial paper in an aggregate amount exceeding available capacity under this credit facility. The line of credit provides short-term financing in the form of notes payable to banks, letters of credit and back-up support for commercial paper borrowings.

At ~~June~~Sept. 30, 2013, NSP-Wisconsin had the following committed credit facility available (in millions of dollars):


Credit Facility ^(a)	Credit Facility ^(a)	Drawn ^(b)		Available		Credit Facility ^(a)	Drawn ^(b)		Available
$	150.0	$	2.0	$	148.0	150.0	$	11.0	$	139.0


^(a)	Credit facility expires in July 2017.


^(b)	Includes outstanding commercial paper.

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All credit facility bank borrowings, outstanding letters of credit and outstanding commercial paper reduce the available capacity under the credit facility. NSP-Wisconsin had no direct advances on the credit facility outstanding at ~~June~~Sept. 30, 2013 and Dec. 31, 2012.

Other Short-Term Borrowings — The following table presents the notes payable of Clearwater Investments, Inc., a NSP-Wisconsin subsidiary, to Xcel Energy Inc.:


(Amounts in Millions, Except Interest Rates)	June 30, 2013			Dec. 31, 2012			Sept. 30, 2013			Dec. 31, 2012
Notes payable to affiliates	$	0.5		$	0.6		$	0.5		$	0.6
Weighted average interest rate	0.27		%	0.33		%
Weighted average interest rate at period end							0.25		%	0.33		%


8.	Fair Value of Financial Assets and Liabilities

Fair Value Measurements

The accounting guidance for fair value measurements and disclosures provides a single definition of fair value and requires certain disclosures about assets and liabilities measured at fair value. A hierarchical framework for disclosing the observability of the inputs utilized in measuring assets and liabilities at fair value is established by this guidance. The three levels in the hierarchy are as follows:

Level 1 — Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices.

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Level 2 — Pricing inputs are other than quoted prices in active markets, but are either directly or indirectly observable as of the reporting date. The types of assets and liabilities included in Level 2 are typically either comparable to actively traded securities or contracts or priced with discounted cash flow or option pricing models using highly observable inputs.

Level 3 — Significant inputs to pricing have little or no observability as of the reporting date. The types of assets and liabilities included in Level 3 are those valued with models requiring significant management judgment or estimation.

Specific valuation methods include the following:

Cash equivalents — The fair values of cash equivalents are generally based on cost plus accrued interest; money market funds are measured using quoted net asset values.

Interest rate derivatives — The fair values of interest rate derivatives are based on broker quotes that utilize current market interest rate forecasts.

Commodity derivatives — The methods used to measure the fair value of commodity derivative forwards and options utilize forward prices and volatilities, as well as pricing adjustments for specific delivery locations, and are generally assigned a Level 2. When contractual settlements extend to periods beyond those readily observable on active exchanges or quoted by brokers, the significance of the use of less observable forecasts of long-term forward prices and volatilities on a valuation is evaluated, and may result in Level 3 classification.

Derivative Instruments Fair Value Measurements

NSP-Wisconsin enters into derivative instruments, including forward contracts, futures, swaps and options, to manage risk in connection with changes in interest rates and utility commodity prices.

Interest Rate Derivatives — NSP-Wisconsin enters into various instruments that effectively fix the interest payments on certain floating rate debt obligations or effectively fix the yield or price on a specified benchmark interest rate for an anticipated debt issuance for a specific period. These derivative instruments are generally designated as cash flow hedges for accounting purposes.

At ~~June~~Sept. 30, 2013, accumulated other comprehensive loss related to interest rate derivatives included $0.1 million of net losses expected to be reclassified into earnings during the next 12 months as the related hedged interest rate transactions impact earnings.

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There were immaterial pre-tax losses related to interest rate derivatives reclassified from accumulated other comprehensive loss into earnings during the three months ended ~~June~~Sept. 30, 2013 and 2012, and $0.1 million of net losses reclassified from accumulated other comprehensive loss into earnings during the ~~six~~nine months ended ~~June~~Sept. 30, 2013 and 2012.

Commodity Derivatives — NSP-Wisconsin may enter into derivative instruments to manage variability of future cash flows from changes in commodity prices in its electric and natural gas operations, including the sale of natural gas or the purchase of natural gas for resale.

The following table details the gross notional amounts of commodity forwards and options at ~~June~~Sept. 30, 2013 and Dec. 31, 2012:


(Amounts in Thousands) ^(a)(b)	June 30, 2013	Dec. 31, 2012	Sept. 30, 2013	Dec. 31, 2012
Million British thermal units (MMBtu) of natural gas	377	53	853	53


^(a)	Amounts are not reflective of net positions in the underlying commodities.


^(b)	Notional amounts for options are included on a gross basis, but are weighted for the probability of exercise.

Consideration of Credit Risk and Concentrations — NSP-Wisconsin continuously monitors the creditworthiness of the counterparties to its interest rate and commodity derivative contracts prior to settlement, and assesses each counterparty’s ability to perform on the transactions set forth in the contracts. Given this assessment, as well as an assessment of the impact of NSP-Wisconsin’s own credit risk when determining the fair value of derivative liabilities, the impact of considering credit risk was immaterial to the fair value of commodity derivatives presented in the consolidated balance sheets.

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NSP-Wisconsin employs additional credit risk control mechanisms when appropriate, such as letters of credit, parental guarantees, standardized master netting agreements and termination provisions that allow for offsetting of positive and negative exposures. Credit exposure is monitored and, when necessary, the activity with a specific counterparty is limited until credit enhancement is provided.

Financial Impact of Qualifying Cash Flow Hedges — The impact of qualifying interest rate cash flow hedges on NSP-Wisconsin’s accumulated other comprehensive loss, included as a component of common stockholder’s equity and in the consolidated statement of comprehensive income, is detailed in the following table:


	Three Months Ended June 30						Three Months Ended Sept. 30
(Thousands of Dollars)	2013			2012			2013			2012
Accumulated other comprehensive loss related to cash flow hedges at April 1	$	(418	)	$	(495	)
Accumulated other comprehensive loss related to cash flow hedges at July 1							$	(400	)	$	(476	)
After-tax net realized losses on derivative transactions reclassified into earnings	18			19			20			20
Accumulated other comprehensive loss related to cash flow hedges at June 30	$	(400	)	$	(476	)
Accumulated other comprehensive loss related to cash flow hedges at Sept. 30							$	(380	)	$	(456	)


	Six Months Ended June 30						Nine Months Ended Sept. 30
(Thousands of Dollars)	2013			2012			2013			2012
Accumulated other comprehensive loss related to cash flow hedges at Jan. 1	$	(437	)	$	(514	)	$	(437	)	$	(514	)
After-tax net realized losses on derivative transactions reclassified into earnings	37			38			57			58
Accumulated other comprehensive loss related to cash flow hedges at June 30	$	(400	)	$	(476	)
Accumulated other comprehensive loss related to cash flow hedges at Sept. 30							$	(380	)	$	(456	)

During the three months ended ~~June~~Sept. 30, 2013, changes in the fair value of natural gas commodity derivatives resulted in net losses of $0.2 million, recognized as regulatory assets and liabilities. For the three months ended ~~June~~Sept. 30, 2012, changes in the fair value of natural gas commodity derivatives resulted in immaterial net gains recognized as regulatory assets and liabilities. During the ~~six~~nine months ended ~~June~~Sept. 30, 2013 and 2012, changes in the fair value of natural gas commodity derivatives resulted in net losses of $~~0.2 million~~ ~~and~~ $0.4 million~~, respectively,~~ recognized as regulatory assets and liabilities. The classification as a regulatory asset or liability is based on commission approved regulatory recovery mechanisms.

Natural gas commodity derivatives settlement losses of $2.9 million were recognized during the ~~six~~nine months ended ~~June~~Sept. 30, 2012, and were subject to purchased natural gas cost recovery mechanisms, which result in reclassifications of derivative settlement gains and losses out of income to a regulatory asset or liability, as appropriate. Such losses for the three and ~~six~~nine months ended ~~June~~Sept. 30, 2013, and the three months ended ~~June~~Sept. 30, 2012, were immaterial.

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NSP-Wisconsin had no derivative instruments designated as fair value hedges during the three and ~~six~~nine months ended ~~June~~Sept. 30, 2013 and 2012.

Recurring Fair Value Measurements — The following table presents for each of the fair value hierarchy levels, NSP-Wisconsin’s derivative assets and liabilities measured at fair value on a recurring basis at ~~June~~Sept. 30, 2013 and Dec. 31, 2012:


	June 30, 2013												Sept. 30, 2013
	Fair Value												Fair Value
(Thousands of Dollars)	Level 1		Level 2		Level 3		Fair Value Total		Counterparty Netting ^(a)		Total ^(b)		Level 1		Level 2		Level 3		Fair Value Total		Counterparty Netting ^(a)		Total ^(b)
Current derivative assets
Natural gas commodity	$	—	$	191	$	—	$	191	$	—	$	191	$	—	$	346	$	—	$	346	$	—	$	346

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	Dec. 31, 2012
	Fair Value
(Thousands of Dollars)	Level 1		Level 2		Level 3		Fair Value Total		Counterparty Netting ^(a)		Total ^(c)
Current derivative liabilities
Natural gas commodity	$	—	$	11	$	—	$	11	$	—	$	11

^(a)

NSP-Wisconsin nets derivative instruments and related collateral in its consolidated balance sheet when supported by a legally enforceable master netting agreement, and all derivative instruments and related collateral amounts were subject to master netting agreements at ~~June~~Sept. 30, 2013 and Dec. 31, 2012. The counterparty netting amounts presented exclude settlement receivables and payables and non-derivative amounts that may be subject to the same master netting agreements.


^(b)	Included in other current assets balance of $~~2.3~~2.9 million at ~~June~~Sept. 30, 2013 in the consolidated balance sheets.


^(c)	Included in other current liabilities balance of $~~11.8~~11.0 million at Dec. 31, 2012 in the consolidated balance sheets.

Fair Value of Long-Term Debt

As of ~~June~~Sept. 30, 2013 and Dec. 31, 2012, other financial instruments for which the carrying amount did not equal fair value were as follows:


	June 30, 2013				Dec. 31, 2012				Sept. 30, 2013				Dec. 31, 2012
(Thousands of Dollars)	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value
Long-term debt, including current portion	$	468,597	$	531,979	$	468,563	$	576,353	$	468,614	$	531,932	$	468,563	$	576,353

The fair value of NSP-Wisconsin’s long-term debt is estimated based on recent trades and observable spreads from benchmark interest rates for similar securities. The fair value estimates are based on information available to management as of ~~June~~Sept. 30, 2013 and Dec. 31, 2012, and given the observability of the inputs to these estimates, the fair values presented for long-term debt have been assigned a Level 2.


9.	Other (Expense) Income, ~~(Expense),~~ Net

Other (expense) income, ~~(expense),~~ net consisted of the following:


	Three Months Ended June 30						Six Months Ended June 30						Three Months Ended Sept. 30						Nine Months Ended Sept. 30
(Thousands of Dollars)	2013			2012			2013			2012			2013			2012			2013			2012
Interest income (expense)	$	197		$	(25	)	$	396		$	632
Interest income													$	23		$	18		$	419		$	650
Other nonoperating income	29			46			70			39			38			18			108			57
Insurance policy expense	(69		)	(61		)	(191		)	(211		)	(119		)	(121		)	(310		)	(332		)
Other nonoperating expense	(2		)	—			(5		)	—			(3		)	—			(8		)	—
Other income (expense), net	$	155		$	(40	)	$	270		$	460
Other (expense) income, net													$	(61	)	$	(85	)	$	209		$	375

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10.	Segment Information

Operating results from the regulated electric utility and regulated natural gas utility are each separately and regularly reviewed by NSP-Wisconsin’s chief operating decision maker. NSP-Wisconsin evaluates performance based on profit or loss generated from the product or service provided. These segments are managed separately because the revenue streams are dependent upon regulated rate recovery, which is separately determined for each segment.

NSP-Wisconsin has the following reportable segments: regulated electric utility, regulated natural gas utility and all other.

NSP-Wisconsin’s regulated electric utility segment generates electricity which is transmitted and distributed in Wisconsin and Michigan. In addition, this segment includes sales for resale and provides wholesale transmission service to various entities primarily in Wisconsin.

NSP-Wisconsin’s regulated natural gas utility segment purchases, transports, stores and distributes natural gas in portions of Wisconsin and Michigan.

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Revenues from operating segments not included above are below the necessary quantitative thresholds and are therefore included in the all other category. Those primarily include investments in rental housing projects that qualify for low-income housing tax credits.

Asset and capital expenditure information is not provided for NSP-Wisconsin’s reportable segments because as an integrated electric and natural gas utility, NSP-Wisconsin operates significant assets that are not dedicated to a specific business segment, and reporting assets and capital expenditures by business segment would require arbitrary and potentially misleading allocations which may not necessarily reflect the assets that would be required for the operation of the business segments on a stand-alone basis.

To report income from continuing operations for regulated electric and regulated natural gas utility segments, the majority of costs are directly assigned to each segment. However, some costs, such as common depreciation, common operating and maintenance (O&M) expenses and interest expense are allocated based on cost causation allocators. A general allocator is used for certain general and administrative expenses, including office supplies, rent, property insurance and general advertising.


(Thousands of Dollars)	Regulated Electric		Regulated Natural Gas		All Other		Reconciling Eliminations			Consolidated Total		Regulated Electric		Regulated Natural Gas			All Other		Reconciling Eliminations			Consolidated Total
Three Months Ended June 30, 2013
Operating revenues	$	185,374	$	24,555	$	246	$	—		$	210,175
Three Months Ended Sept. 30, 2013
Operating revenues from external customers												$	216,545	$	14,266		$	249	$	—		$	231,060
Intersegment revenues	83		278		—		(361		)	—		89		962			—		(1,051		)	—
Total revenues	$	185,457	$	24,833	$	246	$	(361	)	$	210,175	$	216,634	$	15,228		$	249	$	(1,051	)	$	231,060
Net income	$	10,068	$	201	$	275	$	—		$	10,544
Net income (loss)												$	22,859	$	(1,726	)	$	880	$	—		$	22,013


(Thousands of Dollars)	Regulated Electric		Regulated Natural Gas			All Other		Reconciling Eliminations			Consolidated Total		Regulated Electric		Regulated Natural Gas			All Other		Reconciling Eliminations			Consolidated Total
Three Months Ended June 30, 2012
Operating revenues	$	179,105	$	14,830		$	238	$	—		$	194,173
Three Months Ended Sept. 30, 2012
Operating revenues from external customers													$	214,426	$	11,742		$	307	$	—		$	226,475
Intersegment revenues	109		61			—		(170		)	—		82		321			—		(403		)	—
Total revenues	$	179,214	$	14,891		$	238	$	(170	)	$	194,173	$	214,508	$	12,063		$	307	$	(403	)	$	226,475
Net income (loss)	$	6,127	$	(947	)	$	562	$	—		$	5,742	$	21,743	$	(1,461	)	$	1,918	$	—		$	22,200

(Thousands of Dollars)
Regulated
Electric

Regulated
Natural Gas

All
Other

Reconciling
Eliminations

Consolidated
Total
Six Months Ended June 30, 2013
Operating revenues $ 376,185
$ 74,912
$ 493
$ —
$ 451,590
Intersegment revenues 161
586
—
(747 ) —
Total revenues $ 376,346
$ 75,498
$ 493
$ (747 ) $ 451,590
Net income $ 23,671
$ 5,825
$ 733
$ —
$ 30,229


(Thousands of Dollars)	Regulated Electric		Regulated Natural Gas		All Other		Reconciling Eliminations			Consolidated Total		Regulated Electric		Regulated Natural Gas		All Other		Reconciling Eliminations			Consolidated Total
Six Months Ended June 30, 2012
Operating revenues	$	361,106	$	56,322	$	544	$	—		$	417,972
Nine Months Ended Sept. 30, 2013
Operating revenues from external customers												$	592,730	$	89,178	$	742	$	—		$	682,650
Intersegment revenues	196		264		—		(460		)	—		250		1,549		—		(1,799		)	—
Total revenues	$	361,302	$	56,586	$	544	$	(460	)	$	417,972	$	592,980	$	90,727	$	742	$	(1,799	)	$	682,650
Net income	$	17,375	$	2,453	$	792	$	—		$	20,620	$	46,530	$	4,100	$	1,612	$	—		$	52,242

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(Thousands of Dollars)	Regulated Electric		Regulated Natural Gas		All Other		Reconciling Eliminations			Consolidated Total
Nine Months Ended Sept. 30, 2012
Operating revenues from external customers	$	575,532	$	68,064	$	851	$	—		$	644,447
Intersegment revenues	278		585		—		(863		)	—
Total revenues	$	575,810	$	68,649	$	851	$	(863	)	$	644,447
Net income	$	39,118	$	992	$	2,710	$	—		$	42,820


11.	Benefit Plans and Other Postretirement Benefits

Components of Net Periodic Benefit Cost


	Three Months Ended June 30												Three Months Ended Sept. 30
	2013			2012			2013			2012			2013			2012			2013			2012
(Thousands of Dollars)	Pension Benefits						Postretirement Health Care Benefits						Pension Benefits						Postretirement Health Care Benefits
Service cost	$	1,420		$	1,150		$	6		$	5		$	1,421		$	1,142		$	6		$	5
Interest cost	1,731			1,925			190			274			1,731			1,918			190			268
Expected return on plan assets	(2,498		)	(2,634		)	(10		)	(12		)	(2,499		)	(2,622		)	(11		)	(13		)
Amortization of transition obligation	—			—			—			43			—			—			—			42
Amortization of prior service cost (credit)	104			443			(88		)	(3		)	104			442			(88		)	(4		)
Amortization of net loss	1,981			1,487			241			128			1,981			1,460			241			123
Net benefit cost recognized for financial reporting	$	2,738		$	2,371		$	339		$	435		$	2,738		$	2,340		$	338		$	421


	Six Months Ended June 30												Nine Months Ended Sept. 30
	2013			2012			2013			2012			2013			2012			2013			2012
(Thousands of Dollars)	Pension Benefits						Postretirement Health Care Benefits						Pension Benefits						Postretirement Health Care Benefits
Service cost	$	2,841		$	2,284		$	12		$	10		$	4,262		$	3,426		$	18		$	15
Interest cost	3,462			3,835			380			538			5,193			5,753			570			806
Expected return on plan assets	(4,997		)	(5,245		)	(21		)	(25		)	(7,496		)	(7,867		)	(32		)	(38		)
Amortization of transition obligation	—			—			—			86			—			—			—			128
Amortization of prior service cost (credit)	208			886			(176		)	(7		)	312			1,328			(264		)	(11		)
Amortization of net loss	3,962			2,922			482			242			5,943			4,382			723			365
Net benefit cost recognized for financial reporting	$	5,476		$	4,682		$	677		$	844		$	8,214		$	7,022		$	1,015		$	1,265

In ~~January~~ 2013, contributions of $~~191.5~~192.2 million were made across four of Xcel Energy’s pension plans, of which $11.3 million was attributable to NSP-Wisconsin. Xcel Energy does not expect additional pension contributions during 2013.


12.	Other Comprehensive Income

Changes in accumulated other comprehensive loss, net of tax, for the three and ~~six~~nine months ended ~~June~~Sept. 30, 2013 were as follows:

(Thousands of Dollars)
Gains and
Losses on Cash
Flow Hedges
Accumulated other comprehensive loss at April 1 $ (418 )
Losses reclassified from net accumulated other comprehensive loss 18
Net current period other comprehensive income 18
Accumulated other comprehensive loss at June 30 $ (400 )


(Thousands of Dollars)	Gains and Losses on Cash Flow Hedges			Gains and Losses on Cash Flow Hedges
Accumulated other comprehensive loss at Jan. 1	$	(437	)
Accumulated other comprehensive loss at July 1				$	(400	)
Losses reclassified from net accumulated other comprehensive loss	37			20
Net current period other comprehensive income	37			20
Accumulated other comprehensive loss at June 30	$	(400	)
Accumulated other comprehensive loss at Sept. 30				$	(380	)

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(Thousands of Dollars)	Gains and Losses on Cash Flow Hedges
Accumulated other comprehensive loss at Jan. 1	$	(437	)
Losses reclassified from net accumulated other comprehensive loss	57
Net current period other comprehensive income	57
Accumulated other comprehensive loss at Sept. 30	$	(380	)

Reclassifications from accumulated other comprehensive loss for the three and ~~six~~nine months ended ~~June~~Sept. 30, 2013 were as follows:


	Amounts Reclassified from Accumulated Other Comprehensive Loss								Amounts Reclassified from Accumulated Other Comprehensive Loss
(Thousands of Dollars)	Three Months Ended June 30, 2013				Six Months Ended June 30, 2013				Three Months Ended Sept. 30, 2013				Nine Months Ended Sept. 30, 2013
Losses on cash flow hedges:
Interest rate derivatives	$	32		^(a)	$	63		^(a)	$	32		^(a)	$	95		^(a)
Total, pre-tax	32				63				32				95
Tax benefit	(14		)		(26		)		(12		)		(38		)
Total amounts reclassified, net of tax	$	18			$	37			$	20			$	57


^(a)	Included in interest charges.

Item 2 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Discussion of financial condition and liquidity for NSP-Wisconsin is omitted per conditions set forth in general instructions H (1) (a) and (b) of Form 10-Q for wholly owned subsidiaries. It is replaced with management’s narrative analysis of the results of operations set forth in general instructions H (2) (a) of Form 10-Q for wholly owned subsidiaries (reduced disclosure format).

Financial Review

The following discussion and analysis by management focuses on those factors that had a material effect on NSP-Wisconsin’s financial condition, results of operations and cash flows during the periods presented, or are expected to have a material impact in the future. It should be read in conjunction with the accompanying unaudited consolidated financial statements and related notes to the consolidated financial statements. Due to the seasonality of NSP-Wisconsin’s electric and natural gas sales, such interim results are not necessarily an appropriate base from which to project annual results.

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Forward-Looking Statements

Except for the historical statements contained in this report, the matters discussed in the following discussion and analysis are forward-looking statements that are subject to certain risks, uncertainties and assumptions. Such forward-looking statements are intended to be identified in this document by the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “objective,” “outlook,” “plan,” “project,” “possible,” “potential,” “should” and similar expressions. Actual results may vary materially. Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them to reflect changes that occur after that date. Factors that could cause actual results to differ materially include, but are not limited to: general economic conditions, including inflation rates, monetary fluctuations and their impact on capital expenditures and the ability of NSP-Wisconsin and its subsidiaries to obtain financing on favorable terms; business conditions in the energy industry, including the risk of a slow down in the U.S. economy or delay in growth recovery; trade, fiscal, taxation and environmental policies in areas where NSP-Wisconsin has a financial interest; customer business conditions; actions of credit rating agencies; competitive factors, including the extent and timing of the entry of additional competition in the markets served by NSP-Wisconsin and its subsidiaries; unusual weather; effects of geopolitical events, including war and acts of terrorism; state, federal and foreign legislative and regulatory initiatives that affect cost and investment recovery, have an impact on rates or have an impact on asset operation or ownership or impose environmental compliance conditions; structures that affect the speed and degree to which competition enters the electric and natural gas markets; costs and other effects of legal and administrative proceedings, settlements, investigations and claims; actions by regulatory bodies impacting NSP-Minnesota’s nuclear operations, including those affecting costs, operations or the approval of requests pending before the Nuclear Regulatory Commission (NRC); financial or regulatory accounting policies imposed by regulatory bodies; availability or cost of capital; employee workforce factors; ~~the items described under Factors Affecting Results of Operations;~~ and the other risk factors listed from time to time by NSP-Wisconsin in reports filed with the SEC, including “Risk Factors” in Item 1A of NSP-Wisconsin’s Form 10-K for the year ended Dec. 31, 2012, and Item 1A and Exhibit 99.01 to this Quarterly Report on Form 10-Q for the quarter ended ~~June~~Sept. 30, 2013.

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Results of Operations

NSP-Wisconsin’s net income was ~~$30.2~~$52.2 million for the ~~six~~nine months ended ~~June~~Sept. 30, 2013 compared with ~~$20.6~~$42.8 million for the same period in 2012. Higher earnings from electric and natural gas rates ~~effective January 2013, and the effect of cooler weather~~ were partially offset by higher depreciation, ~~and~~ O&M ~~expenses.~~expenses and cooler summer weather.

Electric Revenues and Margin

Electric production expenses tend to vary with the quantity of electricity sold and changes in the unit costs of fuel and purchased power. The electric fuel and purchased power cost recovery mechanism of the Wisconsin jurisdiction may not allow for complete recovery of all expenses and, therefore, changes in fuel or purchased power costs can impact earnings. The following table details the electric revenues and margin:


	Six Months Ended June 30						Nine Months Ended Sept. 30
(Millions of Dollars)	2013			2012			2013			2012
Electric revenues	$	376		$	361		$	593		$	576
Electric fuel and purchased power	(205		)	(206		)	(317		)	(317		)
Electric margin	$	171		$	155		$	276		$	259

The following tables summarize the components of the changes in electric revenues and electric margin for the ~~six~~nine months ended ~~June~~Sept. 30:

Electric Revenues

(Millions of Dollars) 2013 vs. 2012
Retail rate increase (Wisconsin) $ 16
Interchange billings with Minnesota 8
Estimated impact of weather 4
Fuel and purchased power cost recovery 3
Firm wholesale (15 )
Other, net (1 )
Total increase in electric revenues $ 15

~~Electric Margin~~


(Millions of Dollars)	2013 vs. 2012			2013 vs. 2012
Retail rate increase (Wisconsin)	$	16		$	26
Interchange billings with Minnesota	9			11
Estimated impact of weather	4			3
Fuel and purchased power cost recovery				3
Firm wholesale	(10		)	(23		)
Timing of fuel recovery	(5		)
Conservation and demand side management program revenues (offset by expenses)				(1		)
Other, net	2			(2		)
Total increase in electric margin	$	16
Total increase in electric revenues				$	17

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Electric Margin



(Millions of Dollars)	2013 vs. 2012
Retail rate increase (Wisconsin)	$	26
Interchange billings with Minnesota	8
Estimated impact of weather	3
Firm wholesale	(15		)
Timing of fuel recovery	(5		)
Total increase in electric margin	$	17

Natural Gas Revenues and Margin

The cost of natural gas tends to vary with changing sales requirements and the cost of natural gas purchases. However, due to the design of purchased natural gas cost recovery mechanisms to recover current expenses for sales to retail customers, fluctuations in the cost of natural gas have little effect on natural gas margin. The following table details the natural gas revenues and margin:


	Six Months Ended June 30						Nine Months Ended Sept. 30
(Millions of Dollars)	2013			2012			2013			2012
Natural gas revenues	$	75		$	56		$	89		$	68
Cost of natural gas sold and transported	(45		)	(34		)	(53		)	(40		)
Natural gas margin	$	30		$	22		$	36		$	28

The following tables summarize the components of the changes in natural gas revenues and natural gas margin for the ~~six~~nine months ended ~~June~~Sept. 30:

Natural Gas Revenues


(Millions of Dollars)	2013 vs. 2012		2013 vs. 2012
Purchased natural gas adjustment clause recovery	$	11	$	13
Estimated impact of weather	4		4
Retail rate increase (Wisconsin)	1		2
Retail sales growth			1
Other, net	3		1
Total increase in natural gas revenues	$	19	$	21

Natural Gas Margin


(Millions of Dollars)	2013 vs. 2012		2013 vs. 2012
Estimated impact of weather	$	4	$	4
Retail rate increase (Wisconsin)	1		2
Retail sales growth			1
Other, net	3		1
Total increase in natural gas margin	$	8	$	8

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Non-Fuel Operating Expenses and Other Items

O&M Expenses — O&M expenses increased ~~$3.7~~$4.5 million, or ~~4.5~~3.6 percent, for the ~~six~~nine months ended ~~June~~Sept. 30, 2013 compared with the same period in 2012. The following table summarizes the changes in O&M expenses:


(Millions of Dollars)	2013 vs. 2012		2013 vs. 2012
Employee benefits	$	1	$	2
Other electric and gas distribution expenses			2
Bad debt expense	1		1
Other electric and gas distribution expenses	1
Interchange costs			(2		)
Other, net	1		1
Total increase in O&M expenses	$	4	$	4

Depreciation and Amortization — Depreciation and amortization increased ~~$3.8~~$5.8 million, or ~~11.2~~11.3 percent, for the ~~six~~nine months ended ~~June~~Sept. 30, 2013 compared with the same periods in 2012. The increases are primarily attributable to normal system expansion.

Allowance for funds used during construction, equity and debt (AFUDC)— AFUDC increased $1.4 million for the nine months ended Sept. 30, 2013, compared with the same periods in 2012. The increase is primarily due to the expansion of transmission facilities.

Income Taxes — Income tax expense increased ~~$5.7~~$5.6 million for the ~~six~~first nine months ~~ended June 30,~~of 2013 compared with the same period in 2012. The increase in income tax expense was primarily due to higher pretax earnings in 2013. The ETR was ~~38.3~~37.8 percent for the ~~six~~nine months ended ~~June~~Sept. 30, 2013 compared with ~~38.7~~37.9 percent for the same period in 2012.

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Public Utility Regulation

2013 Electric Fuel Cost Recovery — NSP-Wisconsin’s electric fuel costs for the ~~six~~nine months ended ~~June~~Sept. 30, 2013 were higher than authorized in rates, and outside the two percent annual tolerance band established in the Wisconsin fuel cost recovery rules primarily due to extended outages at two baseload generation plants and higher than forecast prices in the MISO market. Under the fuel cost recovery rules, NSP-Wisconsin is at risk for the amount of under-recovery up to two percent of authorized annual fuel costs, up to $3.6 million. However, NSP-Wisconsin may defer the amount of under-recovery in excess of the two percent annual tolerance band for future rate recovery. Accordingly, NSP-Wisconsin recorded a deferral of approximately ~~$1.8~~$3.5 million ~~in June~~through September 2013. An application to recover the deferred amount cannot be made until 2013 annual actual fuel costs are known, and the amount of the deferral could increase or decrease based on actual fuel costs incurred for the remainder of the year. Rate recovery of the deferred amount is contingent on review and approval by the PSCW after opportunity for a hearing, and is subject to an earnings test based on NSP-Wisconsin’s most recently authorized ROE of 10.4 percent.

Summary of Recent Federal Regulatory Developments

The FERC has jurisdiction over rates for electric transmission service in interstate commerce and electricity sold at wholesale, hydro facility licensing, natural gas transportation, accounting practices and certain other activities of NSP-Wisconsin, including enforcement of North American Electric Reliability Corporation mandatory electric reliability standards. State and local agencies have jurisdiction over many of NSP-Wisconsin’s activities, including regulation of retail rates and environmental matters. See additional discussion in the summary of recent federal regulatory developments and public utility regulation sections of the NSP-Wisconsin Annual Report on Form 10-K for the year ended Dec. 31, 2012.

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Midcontinent Independent Transmission System Operator, Inc. (MISO) Transmission Pricing — The MISO Tariff presently provides for different allocation methods for the costs of new transmission investments depending on whether the project is primarily local or regional in nature. If a project qualifies as a multi-value project (MVP), the costs would be fully allocated to all loads in the MISO region. MVP eligibility is generally obtained for higher voltage (345 kV and higher) projects considered part of a portfolio of projects expected to serve multiple purposes, such as improved reliability, reduced congestion, transmission for renewable energy, and load serving. Certain parties appealed the FERC MVP tariff orders to the U.S. Court of Appeals for the Seventh ~~Circuit. On~~Circuit (Seventh Circuit). In June 7, 2013, ~~the Court of Appeals for~~ the Seventh Circuit upheld the FERC MVP tariff orders allocating MVP project costs regionally, but remanded the FERC decision to not apply the regional charge to transmission service transactions crossing into the PJM Interconnection, LLC Regional Transmission Organization (RTO). U.S. Supreme Court review of the Seventh Circuit decision has been requested; the U.S. Supreme Court’s response is pending. The NSP System has certain new transmission facilities for which other customers in MISO contribute to cost recovery. Likewise, the NSP System also pays a share of the costs of projects constructed by other transmission owning entities. The transmission revenues received by the NSP System from MISO, and the transmission charges paid to MISO, associated with projects subject to regional cost allocation could be significant in future periods.

FERC Order 1000, Transmission Planning and Cost Allocation (Order 1000) — The FERC issued Order 1000 in July 2011 adopting new requirements for transmission planning, cost allocation and development to be effective prospectively. In Order 1000, the FERC required utilities to develop tariffs that provide for joint regional transmission planning and cost allocation for all FERC-jurisdictional utilities within a region. In addition, Order 1000 required that regions coordinate to develop interregional plans for transmission planning and cost allocation. A key provision of Order 1000 is a requirement that FERC-jurisdictional wholesale transmission tariffs exclude provisions that would grant the incumbent transmission owner a federal Right of First Refusal (ROFR) to build certain types of transmission projects in its service area. Various parties have appealed Order 1000 final rules to the D.C. Circuit Court of Appeals. NSP-Wisconsin is participating in the appeals in coordination with other MISO transmission owners and utilities who oppose certain aspects of the rules, including the ROFR prohibition. Initial briefs by parties challenging the final rules were filed in May ~~28,~~ 2013. The FERC ~~is expected to submit~~submitted its responsive brief ~~in September~~on Sept. 25, 2013. Reply briefs from all parties are due on Nov. 15, 2013. Oral arguments have not yet been scheduled. The Court is unlikely to rule before 2014.

The removal of a federal ROFR will eliminate rights that NSP-Wisconsin currently has under the MISO tariff to build certain transmission projects within its footprint. ~~The~~Rather, the FERC required that the opportunity to build such projects would extend to competitive transmission developers. ~~Further, Wisconsin has not developed legislation that preserves ROFR rights for Wisconsin utilities at the state level.~~ Compliance with Order 1000 for NSP-Wisconsin will occur through changes to the MISO tariff. MISO made its initial compliance filings to incorporate new provisions into its tariff regarding regional planning and cost allocation. The FERC has ruled on the regional compliance ~~filing~~filings for MISO, directing further changes to fully address the requirements of Order 1000. ~~NSP-Wisconsin has requested rehearing of a number of issues~~

Filings to address MISO interregional planning and cost allocation requirements with other regions were made in ~~this order,~~July 2013.

The filings are pending action by the ~~rehearing request is pending the FERC’s action.~~FERC. In addition, MISO has received an extension of the deadline for filing its interregional planning and cost allocation agreement with the Midcontinent Area Power Pool ~~(MAPP)~~ which will likely delay that filing until late third quarter of ~~2013. Filings~~2014.

NSP-System

In 2012, Minnesota enacted legislation that preserves ROFR rights for Minnesota utilities at the state level. This legislation is similar to legislation previously passed in North Dakota and South Dakota. Wisconsin has not developed such legislation. The FERC’s initial order on MISO’s compliance filing to address the regional requirements of Order 1000 required MISO ~~interregional planning~~to remove proposed tariff provisions that would have recognized state ROFR rights and allowed state regulators to select the developer of a transmission project and Xcel Energy has requested rehearing of this issue. The rehearing request is pending the FERC’s action. In a filing concurrent to MISO’s Order 1000 compliance filing, the FERC accepted changes to MISO’s transmission cost allocation ~~requirements with other regions were made on July 10, 2013.~~procedures that will protect the ROFR for projects needed for system reliability.

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Item 4 — CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

NSP-Wisconsin maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms. In addition, the disclosure controls and procedures ensure that information required to be disclosed is accumulated and communicated to management, including the chief executive officer (CEO) and chief financial officer (CFO), allowing timely decisions regarding required disclosure. As of ~~June~~Sept. 30, 2013, based on an evaluation carried out under the supervision and with the participation of NSP-Wisconsin’s management, including the CEO and CFO, of the effectiveness of its disclosure controls and the procedures, the CEO and CFO have concluded that NSP-Wisconsin’s disclosure controls and procedures were effective.

Internal Control Over Financial Reporting

No change in NSP-Wisconsin’s internal control over financial reporting has occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, NSP-Wisconsin’s internal control over financial reporting.

Part II — OTHER INFORMATION

Item 1 — LEGAL PROCEEDINGS

In the normal course of business, various lawsuits and claims have arisen against NSP-Wisconsin. NSP-Wisconsin has recorded an estimate of the probable cost of settlement or other disposition for such matters.

Additional Information

See Note 56 to the consolidated financial statements for further discussion of legal claims and environmental proceedings. See Note 5 to the consolidated financial statements for discussion of proceedings involving utility rates and other regulatory matters.

Item 1A — RISK FACTORS

NSP-Wisconsin’s risk factors are documented in Item 1A of Part I of its Annual Report on Form 10-K for the year ended Dec. 31, 2012, which is incorporated herein by reference.

Item 4 — MINE SAFETY DISCLOSURES

None.

Item 5 — OTHER INFORMATION

None.

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Item 6 — EXHIBITS



*	Indicates incorporation by reference



3.01^*	Amended and Restated Articles of Incorporation of NSP-Wisconsin (Exhibit 3.01 to Form S-4 (file no. 333-112033) dated Jan. 21, 2004).
3.02^*	By-Laws of ~~NSP-Wisconsin~~Northern States Power Co. (a Wisconsin corporation) as ~~amended June 3, 2008 (Exhibit 3.02 to Form 10-Q (file no. 001-03140) dated Aug. 4, 2008).~~Amended and Restated on Sept. 26, 2013.
31.01	Principal Executive Officer’s certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.02	Principal Financial Officer’s certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.01	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.01	Statement pursuant to Private Securities Litigation Reform Act of 1995.
101	The following materials from NSP-Wisconsin’s Quarterly Report on Form 10-Q for the quarter ended ~~June~~Sept. 30, 2013 are formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Balance Sheets, (v) Notes to Condensed Consolidated Financial Statements, and (vi) document and entity information.

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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 (a Wisconsin corporation)

~~Aug. 5,~~Oct. 28, 2013	By:	/s/ JEFFREY S. SAVAGE
		Jeffrey S. Savage
		Vice President and Controller

		/s/ TERESA S. MADDEN
		Teresa S. Madden
		Senior Vice President, Chief Financial Officer and Director

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