Northern States Power 10-Q 2019 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended Sept. 30, 2019 or

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

001-03140	39-0508315
(Commission File Number)	(I.R.S. Employer Identification No.)

(Registrant, State of Incorporation or Organization, Address of Principal Executive Officers and Telephone Number)

Northern States Power Company

Wisconsin

1414 West Hamilton Avenue

Eau Claire Wisconsin 54701

715 839-2625

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
N/A	N/A	N/A

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. ☒ Yes  ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of 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 such files). ☒ Yes  ☐ No

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Oct. 25, 2019
Common Stock, $100 par value	933,000 shares

Northern States Power Company meets the conditions set forth in General Instructions 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 1 —	Financial Statements (unaudited)	4
Item 2 —	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 4 —	Controls and Procedures	18
PART II	OTHER INFORMATION
Item 1 —	Legal Proceedings	18
Item 1A —	Risk Factors	18
Item 6 —	Exhibits	18
SIGNATURES		19

Certifications Pursuant to Section 302

Certifications Pursuant to Section 906

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. Additional information on Xcel Energy is available on various filings with the SEC. This report should be read in its entirety.

ABBREVIATIONS AND INDUSTRY TERMS

Xcel Energy Inc.’s Subsidiaries and Affiliates (current and former)
e prime	e prime inc.
NSP-Minnesota	Northern States Power Company, a Minnesota corporation
NSP System	The electric production and transmission system of NSP-Minnesota and NSP-Wisconsin operated on an integrated basis and managed by NSP-Minnesota
NSP-Wisconsin	Northern States Power Company, a Wisconsin corporation
PSCo	Public Service Company of Colorado
SPS	Southwestern Public Service Company
Utility subsidiaries	NSP-Minnesota, NSP-Wisconsin, PSCo and SPS
Xcel Energy	Xcel Energy Inc. and its subsidiaries

Federal and State Regulatory Agencies
D.C. Circuit	United States Court of Appeals for the District of Columbia Circuit
EPA	United States Environmental Protection Agency
FERC	Federal Energy Regulatory Commission
IRS	Internal Revenue Service
PSCW	Public Service Commission of Wisconsin
SEC	Securities and Exchange Commission

Other
ACE	Affordable Clean Energy
AFUDC	Allowance for funds used during construction
ASC	FASB Accounting Standards Codification
ASU	FASB Accounting Standards Update
C&I	Commercial and Industrial
CEO	Chief executive officer
CFO	Chief financial officer
ETR	Effective tax rate
FASB	Financial Accounting Standards Board
GAAP	Generally accepted accounting principles
MDL	Multi-district litigation
MGP	Manufactured gas plant
MISO	Midcontinent Independent System Operator, Inc.
NAV	Net asset value
NOI	Notice of inquiry
NOL	Net operating loss
O&M	Operating and maintenance
ROE	Return on equity
RTO	Regional Transmission Organization
TO	Transmission owner

Forward-Looking Statements

Except for the historical statements contained in this report, the matters discussed herein are forward-looking statements that are subject to certain risks, uncertainties and assumptions. Such forward-looking statements, assumptions and other statements are intended to be identified in this document by the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “objective,” “outlook,” “plan,” “project,” “possible,” “potential,” “should,” “will,” “would” and similar expressions. Actual results may vary materially. Forward-looking statements speak only as of the date they are made, and we expressly disclaim any obligation to update any forward-looking information. The following factors, in addition to those discussed elsewhere in this Quarterly Report on Form 10-Q and in other securities filings (including NSP-Wisconsin's Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2018, and subsequent securities filings), could cause actual results to differ materially from management expectations as suggested by such forward-looking information: changes in environmental laws and regulations; climate change and other weather, natural disaster and resource depletion, including compliance with any accompanying legislative and regulatory changes; ability to recover costs from customers; reductions in our credit ratings and the cost of maintaining certain contractual relationships; 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; availability or cost of capital; our customers’ and counterparties’ ability to pay their debts to us; assumptions and costs relating to funding our employee benefit plans and health care benefits; tax laws; operational safety, including nuclear generation; successful long-term operational planning; commodity risks associated with energy markets and production; rising energy prices; costs of potential regulatory penalties; effects of geopolitical events, including war and acts of terrorism; cyber security threats and data security breaches; fuel costs; and employee work force and third party contractor factors.

PART I — FINANCIAL INFORMATION

Item 1 — FINANCIAL STATEMENTS

NSP-WISCONSIN AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(amounts in millions)

	Three Months Ended Sept. 30						Nine Months Ended Sept. 30
	2019			2018			2019			2018
Operating revenues
Electric, non-affiliates	$	184.3		$	200.4		$	519.6		$	550.2
Electric, affiliates	44.7			39.9			132.3			116.0
Natural gas	14.6			15.4			96.6			93.8
Other	0.1			0.3			0.3			0.9
Total operating revenues	243.7			256.0			748.8			760.9
Operating expenses
Electric fuel and purchased power, non-affiliates	3.2			3.2			8.2			9.7
Purchased power, affiliates	94.9			106.8			298.3			309.7
Cost of natural gas sold and transported	5.4			6.2			45.9			43.3
Operating and maintenance expenses	47.5			50.0			150.8			149.3
Conservation expenses	3.3			3.0			9.3			9.2
Depreciation and amortization	34.4			31.7			102.9			93.7
Taxes (other than income taxes)	7.3			7.1			22.0			21.5
Total operating expenses	196.0			208.0			637.4			636.4
Operating income	47.7			48.0			111.4			124.5
Other expense, net	(0.3		)	(0.8		)	(0.9		)	(1.6		)
Allowance for funds used during construction — equity	0.7			2.6			2.2			6.7
Interest charges and financing costs
Interest charges — includes other financing costs of $0.3, $0.5, $1.0 and $1.5, respectively	9.7			10.1			29.5			29.5
Allowance for funds used during construction — debt	(0.3		)	(1.2		)	(0.9		)	(3.0		)
Total interest charges and financing costs	9.4			8.9			28.6			26.5
Income before income taxes	38.7			40.9			84.1			103.1
Income taxes	9.3			9.9			22.2			25.5
Net income	$	29.4		$	31.0		$	61.9		$	77.6

See Notes to Consolidated Financial Statements

4

NSP-WISCONSIN AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(amounts in millions)

	Three Months Ended Sept. 30				Nine Months Ended Sept. 30
	2019		2018		2019		2018
Net income	$	29.4	$	31.0	$	61.9	$	77.6
Other comprehensive income
Derivative instruments:
Reclassification of losses to net income, net of tax of $0	—		—		—		0.1
Other comprehensive income	—		—		—		0.1
Comprehensive income	$	29.4	$	31.0	$	61.9	$	77.7

See Notes to Consolidated Financial Statements

5

NSP-WISCONSIN AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(amounts in millions)

	Nine Months Ended Sept. 30
	2019			2018
Operating activities
Net income	$	61.9		$	77.6
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	103.6			94.9
Deferred income taxes	4.0			15.8
Amortization of investment tax credits	(0.4		)	(0.4		)
Allowance for equity funds used during construction	(2.2		)	(6.7		)
Changes in operating assets and liabilities:
Accounts receivable	7.8			8.8
Accrued unbilled revenues	10.4			15.3
Inventories	(5.2		)	(0.6		)
Other current assets	10.2			5.1
Accounts payable	(9.1		)	(7.5		)
Net regulatory assets and liabilities	(0.8		)	(13.6		)
Other current liabilities	3.1			(4.9		)
Pension and other employee benefit obligations	(7.1		)	(8.6		)
Other, net	2.2			2.0
Net cash provided by operating activities	178.4			177.2
Investing activities
Utility capital/construction expenditures	(145.0		)	(174.5		)
Other, net	(0.1		)	0.2
Net cash used in investing activities	(145.1		)	(174.3		)
Financing activities
Proceeds from (repayments of) short-term borrowings, net	17.0			(11.0		)
Proceeds from issuance of long-term debt	—			197.1
Repayments of issuances of long-term debt	(0.1		)	—
Capital contributions from parent	21.9			6.9
Dividends paid to parent	(72.6		)	(48.0		)
Other, net	—			(0.1		)
Net cash used in financing activities	(33.8		)	144.9
Net change in cash and cash equivalents	(0.5		)	147.8
Cash and cash equivalents at beginning of period	2.2			1.4
Cash and cash equivalents at end of period	$	1.7		$	149.2
Supplemental disclosure of cash flow information:
Cash paid for interest (net of amounts capitalized)	$	(28.7	)	$	(22.0	)
Cash paid for income taxes, net	(8.4		)	(15.8		)
Supplemental disclosure of non-cash investing transactions:
Accrued property, plant and equipment additions	$	20.1		$	22.7
Inventory transfers to property, plant and equipment	4.3			6.4
Allowance for equity funds used during construction	2.2			6.7

See Notes to Consolidated Financial Statements

6

NSP-WISCONSIN AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

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

	Sept. 30, 2019		Dec. 31, 2018
Assets
Current assets
Cash and cash equivalents	$	1.7	$	2.2
Accounts receivable, net	48.9		75.1
Accrued unbilled revenues	45.9		56.2
Other receivables	7.0		6.8
Inventories	18.0		17.1
Regulatory assets	59.5		22.6
Prepaid taxes	18.9		30.2
Prepayments and other	4.6		3.3
Total current assets	204.5		213.5
Property, plant and equipment, net	2,304.3		2,241.6
Other assets
Regulatory assets	238.5		285.5
Other investments	2.8		2.7
Other	0.2		0.2
Total other assets	241.5		288.4
Total assets	$	2,750.3	$	2,743.5
Liabilities and Equity
Current liabilities
Short-term debt	$	68.0	$	51.0
Notes payable to affiliates	—		0.6
Accounts payable	45.7		56.8
Accounts payable to affiliates	16.2		20.0
Dividends payable to parent	11.8		17.4
Regulatory liabilities	61.7		20.9
Taxes accrued	6.2		3.0
Environmental liabilities	6.3		10.9
Accrued interest	7.7		8.8
Other	15.0		14.8
Total current liabilities	238.6		204.2
Deferred credits and other liabilities
Deferred income taxes	283.9		280.7
Deferred investment tax credits	6.6		7.0
Regulatory liabilities	375.8		400.1
Environmental liabilities	16.4		18.0
Customer advances	19.3		16.8
Pension and employee benefit obligations	37.8		44.5
Other	23.3		22.3
Total deferred credits and other liabilities	763.1		789.4
Commitments and contingencies
Capitalization
Long-term debt	807.9		807.5
Common stock — 1,000,000 shares authorized of $100 par value; 933,000 shares outstanding at Sept. 30, 2019 and Dec. 31, 2018, respectively	93.3		93.3
Additional paid in capital	513.6		510.1
Retained earnings	333.8		339.0
Total common stockholder’s equity	940.7		942.4
Total liabilities and equity	$	2,750.3	$	2,743.5

See Notes to Consolidated Financial Statements

7

NSP-WISCONSIN AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS’ EQUITY (UNAUDITED) (amounts in millions, shares in thousands)
	Common Stock Issued					Retained Earnings			Accumulated Other Comprehensive Loss		Total Common Stockholders’ Equity
	Shares	Par Value		Additional Paid In Capital
Three Months Ended Sept. 30, 2019 and 2018
Balance at June 30, 2018	933.0	$	93.3	$	452.9	$	348.1		$	—	$	894.3
Net income						31.0					31.0
Common dividends declared to parent						(18.2		)			(18.2		)
Contribution of capital by parent				0.4							0.4
Balance at Sept. 30, 2018	933.0	$	93.3	$	453.3	$	360.9		$	—	$	907.5
Balance at June 30, 2019	933.0	$	93.3	$	513.6	$	331.3		$	—	$	938.2
Net income						29.4					29.4
Common dividends declared to parent						(26.9		)			(26.9		)
Balance at Sept. 30, 2019	933.0	$	93.3	$	513.6	$	333.8		$	—	$	940.7
See Notes to Consolidated Financial Statements

8

NSP-WISCONSIN AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS’ EQUITY (UNAUDITED) (amounts in millions, shares in thousands)
	Common Stock Issued					Retained Earnings			Accumulated Other Comprehensive Loss			Total Common Stockholders’ Equity
	Shares	Par Value		Additional Paid In Capital
Nine Months Ended Sept. 30, 2019 and 2018
Balance at Dec. 31, 2017	933.0	$	93.3	$	449.4	$	334.0		$	(0.1	)	$	876.6
Net income						77.6						77.6
Other comprehensive income									0.1			0.1
Common dividends declared to parent						(50.7		)				(50.7		)
Contribution of capital by parent				3.9								3.9
Balance at Sept. 30, 2018	933.0	$	93.3	$	453.3	$	360.9		$	—		$	907.5
Balance at Dec. 31, 2018	933.0	$	93.3	$	510.1	$	339.0		$	—		$	942.4
Net income						61.9						61.9
Common dividends declared to parent						(67.1		)				(67.1		)
Contribution of capital by parent				3.5								3.5
Balance at Sept. 30, 2019	933.0	$	93.3	$	513.6	$	333.8		$	—		$	940.7
See Notes to Consolidated Financial Statements

9

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 U.S. GAAP, the financial position of NSP-Wisconsin and its subsidiaries as of Sept. 30, 2019 and Dec. 31, 2018; the results of its operations, including the components of net income, change in stockholders' equity and comprehensive income for the three and nine months ended Sept. 30, 2019 and 2018; and its cash flows for the nine months ended Sept. 30, 2019 and 2018. All adjustments are of a normal, recurring nature, except as otherwise disclosed. Management has also evaluated the impact of events occurring after Sept. 30, 2019 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, 2018 balance sheet information has been derived from the audited 2018 consolidated financial statements included in the NSP-Wisconsin Annual Report on Form 10-K for the year ended Dec. 31, 2018. 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, 2018, filed with the SEC on Feb. 22, 2019. 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, 2018, appropriately represent, in all material respects, the current status of accounting policies and are incorporated herein by reference.

2. Accounting Pronouncements

Recently Issued

Credit Losses — In 2016, the FASB issued Financial Instruments - Credit Losses, Topic 326 (ASC Topic 326), which changes how entities account for losses on receivables and certain other assets. The guidance requires use of a current expected credit loss model, which may result in earlier recognition of credit losses than under previous accounting standards. ASC Topic 326 is effective for interim and annual periods beginning on or after Dec. 15, 2019, and will be applied on a modified-retrospective approach through a cumulative-effect adjustment to retained earnings as of Jan. 1, 2020. NSP-Wisconsin expects the impact of adoption of the new standard to include first-time recognition of expected credit losses (i.e., bad debt expense) on unbilled revenues, with the initial allowance established at Jan. 1, 2020 charged to retained earnings.

Recently Adopted

Leases — In 2016, the FASB issued Leases, Topic 842 (ASC Topic 842), which provides new accounting and disclosure guidance for leasing activities, most significantly requiring that operating leases be recognized on the balance sheet. NSP-Wisconsin adopted the guidance on Jan. 1, 2019 utilizing the package of transition practical expedients provided by the new standard, including carrying forward prior conclusions on whether agreements existing before the adoption date contain leases and whether existing leases are operating or finance leases; ASC Topic 842 refers to capital leases as finance leases.

Specifically for land easement contracts, NSP-Wisconsin has elected the practical expedient provided by ASU No. 2018-01 Leases: Land Easement Practical Expedient for Transition to Topic 842, and as a result, only those easement contracts entered on or after Jan. 1, 2019 will be evaluated to determine if lease treatment is appropriate.

NSP-Wisconsin also utilized the transition practical expedient offered by ASU No. 2018-11 Leases: Targeted Improvements to implement the standard on a prospective basis. As a result, reporting periods in the consolidated financial statements beginning Jan. 1, 2019 reflect the implementation of ASC Topic 842, while prior periods continue to be reported in accordance with Leases, Topic 840 (ASC Topic 840). The impact of implementing ASC Topic 842 on NSP-Wisconsin's financial statements was insignificant; no amounts were recorded to the consolidated balance sheet as a result of its adoption.

3. Selected Balance Sheet Data

(Millions of Dollars)	Sept. 30, 2019			Dec. 31, 2018
Accounts receivable, net
Accounts receivable	$	54.0		$	80.7
Less allowance for bad debts	(5.1		)	(5.6		)
Accounts receivable, net	$	48.9		$	75.1

(Millions of Dollars)	Sept. 30, 2019		Dec. 31, 2018
Inventories
Materials and supplies	$	7.0	$	6.7
Fuel	4.1		3.8
Natural gas	6.9		6.6
Total inventories	$	18.0	$	17.1

(Millions of Dollars)	Sept. 30, 2019			Dec. 31, 2018
Property, plant and equipment, net
Electric plant	$	2,963.7		$	2,895.5
Natural gas plant	358.9			345.7
Common and other property	199.2			189.7
Construction work in progress	80.1			55.0
Total property, plant and equipment	3,601.9			3,485.9
Less accumulated depreciation	(1,297.6		)	(1,244.3		)
Property, plant and equipment, net	$	2,304.3		$	2,241.6

10

4. Borrowings and Other Financing Instruments

NSP-Wisconsin meets its short-term liquidity requirements primarily through the issuance of commercial paper and borrowings under its credit facility.

Commercial Paper — Commercial paper outstanding for NSP-Wisconsin was as follows:

(Amounts in Millions, Except Interest Rates)	Three Months Ended Sept. 30, 2019			Year Ended Dec. 31, 2018
Borrowing limit	$	150		$	150
Amount outstanding at period end	68			51
Average amount outstanding	43			28
Maximum amount outstanding	68			103
Weighted average interest rate, computed on a daily basis	2.45		%	2.31		%
Weighted average interest rate at period end	2.27			2.89

Letters of Credit — NSP-Wisconsin uses letters of credit, generally with terms of one year, to provide financial guarantees for certain operating obligations. At Sept. 30, 2019 and Dec. 31, 2018, there were 0 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.

Amended Credit Agreement — In June 2019, NSP-Wisconsin entered into an amended five-year credit agreement with a syndicate of banks. The amended credit agreements have substantially the same terms and conditions as the prior credit agreements with the exception of the maturity, which was extended from June 2021 to June 2024.

NSP-Wisconsin has the right to request an extension of the revolving credit facility termination date for an additional one year period. All extension requests are subject to majority bank group approval.

As of Sept. 30, 2019, NSP-Wisconsin had the following committed credit facility available (in millions of dollars):

Credit Facility (a)		Outstanding (b)		Available
$	150	$	68	$	82

^(a)  This credit facility expires in June 2024.

^(b)  Includes outstanding commercial paper.

All credit facility bank borrowings, outstanding letters of credit and outstanding commercial paper reduce the available capacity under the credit facility. NSP-Wisconsin had 0 direct advances on the credit facility outstanding at Sept. 30, 2019 and Dec. 31, 2018.

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)	Sept. 30, 2019		Dec. 31, 2018
Notes payable to affiliates	$	—	$	0.6
Weighted average interest rate at period end	N/A		2.89		%

5. Revenues

Revenue is classified by the type of goods/services rendered and market/customer type. NSP-Wisconsin’s operating revenues consists of the following:

	Three Months Ended Sept. 30, 2019
(Millions of Dollars)	Electric		Natural Gas		All Other		Total
Major revenue types
Revenue from contracts with customers:
Residential	$	63.6	$	6.9	$	—	$	70.5
C&I	116.6		6.1		—		122.7
Other	0.9		—		0.1		1.0
Total retail	181.1		13.0		0.1		194.2
Interchange	44.7		—		—		44.7
Other	0.3		1.0		—		1.3
Total revenue from contracts with customers	226.1		14.0		0.1		240.2
Alternative revenue and other	2.9		0.6		—		3.5
Total revenues	$	229.0	$	14.6	$	0.1	$	243.7

	Three Months Ended Sept. 30, 2018
(Millions of Dollars)	Electric		Natural Gas		All Other		Total
Major revenue types
Revenue from contracts with customers:
Residential	$	67.9	$	7.0	$	—	$	74.9
C&I	127.9		6.9		—		134.8
Other	1.3		—		0.3		1.6
Total retail	197.1		13.9		0.3		211.3
Interchange	40.0		—		—		40.0
Other	0.4		0.9		—		1.3
Total revenue from contracts with customers	237.5		14.8		0.3		252.6
Alternative revenue and other	2.8		0.6		—		3.4
Total revenues	$	240.3	$	15.4	$	0.3	$	256.0

	Nine Months Ended Sept. 30, 2019
(Millions of Dollars)	Electric		Natural Gas		All Other		Total
Major revenue types
Revenue from contracts with customers:
Residential	$	185.1	$	51.3	$	—	$	236.4
C&I	320.2		40.5		—		360.7
Other	4.5		—		0.3		4.8
Total retail	509.8		91.8		0.3		601.9
Interchange	132.3		—		—		132.3
Other	0.9		3.0		—		3.9
Total revenue from contracts with customers	643.0		94.8		0.3		738.1
Alternative revenue and other	8.9		1.8		—		10.7
Total revenues	$	651.9	$	96.6	$	0.3	$	748.8

11

	Nine Months Ended Sept. 30, 2018
(Millions of Dollars)	Electric		Natural Gas		All Other		Total
Major revenue types
Revenue from contracts with customers:
Residential	$	194.5	$	48.2	$	—	$	242.7
C&I	339.1		40.8		0.1		380.0
Other	4.7		—		0.8		5.5
Total retail	538.3		89.0		0.9		628.2
Interchange	116.0		—		—		116.0
Other	3.2		3.0		—		6.2
Total revenue from contracts with customers	657.5		92.0		0.9		750.4
Alternative revenue and other	8.7		1.8		—		10.5
Total revenues	$	666.2	$	93.8	$	0.9	$	760.9

6. Income Taxes

Note 7 to the consolidated financial statements included in NSP-Wisconsin’s Annual Report on Form 10-K for the year ended Dec. 31, 2018 represents, in all material respects, the current status of other income tax matters except to the extent noted below, and are incorporated herein by reference.

The following table reconciles the difference between the statutory rate and the ETR:

	Nine Months Ended Sept. 30
	2019		2018
Federal statutory rate	21.0	%	21.0	%
State tax (net of federal tax effect)	6.2		6.2
Increases (decreases) in tax from:
Tax credits and tax credit and NOL allowances (net)	(1.5	)	(0.7	)
Prior period adjustments	0.4		(0.6	)
Plant regulatory differences (a)	(0.4	)	(1.6	)
Other (net)	0.7		0.4
Effective income tax rate	26.4	%	24.7	%

^(a) Regulatory differences for income tax primarily relates to the credit of excess deferred taxes to customers through the average rate assumption method and the impact of AFUDC - equity. Year-to-date variations primarily relate to the impact of AFUDC - equity.

Federal Audits — NSP-Wisconsin is a member of the Xcel Energy affiliated group that files a consolidated federal income tax return. Statute of limitations applicable to Xcel Energy’s consolidated federal income tax returns expire as follows:

Tax Year(s)	Expiration
2009 - 2013	June 2020
2014 - 2016	September 2020

In 2015, the IRS commenced an examination of tax years 2012 and 2013. In 2017, the IRS concluded the audit of tax years 2012 and 2013 and proposed an adjustment that would impact Xcel Energy’s NOL and ETR. Xcel Energy filed a protest with the IRS. As of Sept. 30, 2019, the case has been forwarded to the Office of Appeals and Xcel Energy has recognized its best estimate of income tax expense that will result from a final resolution of this issue; however, the outcome and timing of a resolution is unknown.

In 2018, the IRS began an audit of tax years 2014-2016. As of Sept. 30, 2019 0 adjustments have been proposed.

State Audits — NSP-Wisconsin is a member of the Xcel Energy affiliated group that files consolidated state income tax returns. As of Sept. 30, 2019, NSP-Wisconsin’s earliest open tax year subject to examination by state taxing authorities under applicable statutes of limitations is 2014. In 2018, Wisconsin began an audit of tax years 2014-2016. As of Sept. 30, 2019 0 material adjustments have been proposed.

Unrecognized Benefits — Unrecognized tax benefit balance includes permanent tax positions, which if recognized would affect the annual ETR. In addition, the unrecognized tax benefit balance includes temporary tax positions for which 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 to the taxing authority to an earlier period.

Unrecognized tax benefits — permanent vs. temporary:

(Millions of Dollars)	Sept. 30, 2019		Dec. 31, 2018
Unrecognized tax benefit — Permanent tax positions	$	2.5	$	2.0
Unrecognized tax benefit — Temporary tax positions	0.8		0.8
Total unrecognized tax benefit	$	3.3	$	2.8

Unrecognized tax benefits were reduced by tax benefits associated with NOL and tax credit carryforwards:

(Millions of Dollars)	Sept. 30, 2019			Dec. 31, 2018
NOL and tax credit carryforwards	$	(2.5	)	$	(2.1	)

Net deferred tax liability associated with the unrecognized tax benefit amounts and related NOLs and tax credits carryforwards were $1.6 million and $1.1 million for Sept. 30, 2019 and Dec. 31, 2018, respectively.

As the IRS Appeals and federal and state audits progresses, it is reasonably possible that the amount of unrecognized tax benefit could decrease up to approximately $2.2 million in the next 12 months.

Payables for interest related to unrecognized tax benefits were not material and no amounts were accrued for penalties related to unrecognized tax benefits as of Sept. 30, 2019 or Dec. 31, 2018.

7. 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, hierarchical framework for measuring assets and liabilities and requires disclosure about assets and liabilities measured at fair value.

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.

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 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.

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Specific valuation methods include:

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

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 generally utilize observable forward prices and volatilities, as well as observable pricing adjustments for specific delivery locations, and are generally assigned a Level 2 classification.

When contractual settlements relate to delivery locations for which pricing is relatively unobservable, or extend to periods beyond those readily observable on active exchanges or quoted by brokers, the significance of the use of less observable inputs 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, for trading purposes and to manage risk in connection with changes in interest rates and utility commodity prices.

Interest Rate Derivatives — NSP-Wisconsin may enter into various instruments that 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 Sept. 30, 2019, accumulated other comprehensive loss related to interest rate derivatives included 0 net gains or losses expected to be reclassified into earnings during the next 12 months.

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, as well as for trading purposes. This could include the purchase or sale of natural gas to generate electric energy and natural gas for resale.

Gross notional amounts of commodity options:

(Amounts in Millions) (a)(b)	Sept. 30, 2019	Dec. 31, 2018
Million British thermal Units (MMBtu) of natural gas	0.6	1.2

^(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 counterparties to its interest rate derivatives and commodity derivative contracts prior to settlement, and assesses each counterparty’s ability to perform on the transactions set forth in the contracts. Impact of credit risk was immaterial to the fair value of unsettled commodity derivatives presented in the consolidated balance sheets.

Impact of Derivative Activities on Income and Accumulated Other Comprehensive Loss — There were 0 pre-tax gains or losses related to interest rate derivatives reclassified from accumulated other comprehensive loss into earnings for the three and nine months ended Sept. 30, 2019. There were immaterial pre-tax losses and $0.1 million of net losses reclassified from accumulated other comprehensive loss into earnings during the three and nine months ended Sept. 30, 2018, respectively.

Changes in the fair value of natural gas commodity derivatives resulted in $0.2 million of net losses and immaterial net losses for the three months ended Sept. 30, 2019 and 2018, respectively, which were recognized as regulatory assets and liabilities. There were $0.2 million of net losses and immaterial net losses for the nine months ended Sept. 30, 2019, and 2018, respectively, which were recognized as regulatory assets and liabilities. The classification as a regulatory asset or liability is based on approved regulatory recovery mechanisms.

During both the three months ended Sept. 30, 2019 and 2018, there were 0 settlement gains or losses on natural gas commodity derivatives. For the nine months ended Sept. 30, 2019 and 2018, there were $0.1 million of losses and 0 gains or losses, respectively, recognized 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.

NSP-Wisconsin had 0 derivative instruments designated as fair value hedges during the three and nine months ended Sept. 30, 2019 and 2018.

Recurring Fair Value Measurements — The following tables presents for each of the fair value hierarchy levels, NSP-Wisconsin's derivative assets and liabilities measured at fair value on a recurring basis:

	Sept. 30, 2019
	Fair Value						Fair Value Total		Netting (a)		Total (b)
(Millions of Dollars)	Level 1		Level 2		Level 3
Current derivative assets
Natural gas commodity	$	—	$	0.8	$	—	$	0.8	$	—	$	0.8
Current derivative liabilities
Natural gas commodity	$	—	$	0.4	$	—	$	0.4	$	—	$	0.4

	Dec. 31, 2018
	Fair Value						Fair Value Total		Netting (a)		Total (c)
(Millions of Dollars)	Level 1		Level 2		Level 3
Current derivative assets
Natural gas commodity	$	—	$	0.2	$	—	$	0.2	$	—	$	0.2

^(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 Sept. 30, 2019 and Dec. 31, 2018.  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 prepayments and other current assets balance of $4.6 million and other current liabilities balance of $15.0 million at Sept. 30, 2019, in the consolidated balance sheets.

^(c)  Included in prepayments and other current assets balance of $3.3 million at Dec. 31, 2018, in the consolidated balance sheets.

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Fair Value of Long-Term Debt

Other financial instruments for which the carrying amount did not equal fair value:

	Sept. 30, 2019				Dec. 31, 2018
(Millions of Dollars)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Long-term debt, including current portion	$	807.9	$	954.0	$	807.5	$	850.4

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. Fair value estimates are based on information available to management as of Sept. 30, 2019 and Dec. 31, 2018, and given the observability of the inputs, fair values presented for long-term debt were assigned as Level 2.

8. Benefit Plans and Other Postretirement Benefits

Components of Net Periodic Benefit Cost

	Three Months Ended Sept. 30
	2019			2018			2019			2018
(Millions of Dollars)	Pension Benefits						Postretirement Health Care Benefits
Service cost	$	1.1		$	1.2		$	—		$	—
Interest cost (a)	1.4			1.4			0.1			0.2
Expected return on plan assets (a)	(2.0		)	(2.3		)	—			—
Amortization of prior service credit (a)	—			—			(0.1		)	(0.1		)
Amortization of net loss (a)	1.1			1.4			0.1			0.1
Settlement charge (b)	—			5.2			—			—
Net periodic benefit cost	1.6			6.9			0.1			0.2
Costs not recognized due to the effects of regulation	—			(3.1		)	—			—
Net benefit cost recognized for financial reporting	$	1.6		$	3.8		$	0.1		$	0.2

	Nine Months Ended Sept. 30
	2019			2018			2019			2018
(Millions of Dollars)	Pension Benefits						Postretirement Health Care Benefits
Service cost	$	3.3		$	3.6		$	—		$	—
Interest cost (a)	4.3			4.1			0.4			0.4
Expected return on plan assets (a)	(6.2		)	(6.8		)	—			—
Amortization of prior service credit (a)	—			—			(0.2		)	(0.2		)
Amortization of net loss (a)	3.3			4.2			0.2			0.4
Settlement charge (b)	—			5.2			—			—
Net periodic benefit cost	4.7			10.3			0.4			0.6
Credits (costs) not recognized due to the effects of regulation	0.2			(2.8		)	—			—
Net benefit cost recognized for financial reporting	$	4.9		$	7.5		$	0.4		$	0.6

^(a) The components of net periodic cost other than the service cost component are included in the line item “other expense, net” in the consolidated statement of income or capitalized on the consolidated balance sheet as a regulatory asset.

^(b) A settlement charge is required when the amount of all lump-sum distributions during the year is greater than the sum of the service and interest cost components of the annual net periodic pension cost. In the third quarter of 2018 as a result of lump-sum distributions during the 2018 plan year, NSP-Wisconsin recorded a total pension settlement charge of $5.2 million, the majority of which was not recognized due to the effects of regulation. A total of $1.2 million of that amount was recorded in other expense in the third quarter of 2018.

In January 2019, contributions of $150.0 million were made across 4 of Xcel Energy’s pension plans, of which $7.2 million was attributable to NSP-Wisconsin. Xcel Energy does not expect additional pension contributions during 2019.

9. Commitments and Contingencies

The following includes commitments, contingencies and unresolved contingencies that are material to NSP-Wisconsin’s financial position.

Legal Contingencies

NSP-Wisconsin is involved in various litigation matters 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 losses 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, would have a material effect on NSP-Wisconsin’s financial statements. Unless otherwise required by GAAP, legal fees are expensed as incurred.

Gas Trading Litigation — e prime is a wholly owned subsidiary of Xcel Energy. e prime was in the business of natural gas trading and marketing but has not engaged in natural gas trading or marketing activities since 2003.  Multiple lawsuits seeking monetary damages were commenced against e prime and its affiliates, including Xcel Energy, between 2003 and 2009 alleging fraud and anticompetitive activities in conspiring to restrain the trade of natural gas and manipulate natural gas prices. Cases were all consolidated in the U.S. District Court in Nevada.

NaN cases remain active which include an MDL matter consisting of a Colorado purported class (Breckenridge) and a Wisconsin purported class (Arandell Corp.).

Breckenridge/Colorado — In February 2019, the MDL panel remanded Breckenridge back to the U.S. District Court in Colorado.

Arandell Corp. — In February 2019, the case was remanded back to the U.S. District Court in Wisconsin.

Xcel Energy has concluded that a loss is remote for both remaining lawsuits.

Rate Matters

MISO ROE Complaints — In November 2013 and February 2015, customers filed complaints against MISO TOs including NSP-Minnesota and NSP-Wisconsin. The first complaint argued for a reduction in the base ROE in MISO transmission formula rates from 12.38% to 9.15%, and removal of ROE adders (including those for RTO membership). The second complaint sought to reduce base ROE from 12.38% to 8.67%. In September 2016, the FERC issued an order granting a 10.32% base ROE (10.82% with the RTO adder) effective for the first complaint period of Nov. 12, 2013 to Feb. 11, 2015 and subsequent to the date of the order. The D.C. Circuit subsequently vacated and remanded FERC Opinion No. 531, which had established the ROE methodology on which the September 2016 FERC order was based.

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In October 2018, the FERC issued an ROE order that addressed the D.C. Circuit’s actions. Under a new proposed 2 step ROE approach, the FERC indicated an intention to dismiss an ROE complaint if the existing ROE falls within the range of just and reasonable ROEs based on equal weighting of the Discounted Cash Flows (DCF), Capital Asset Pricing Model (CAPM), and Expected Earnings models. The FERC proposed that if necessary, it would then set a new ROE by averaging the results of these models plus a Risk Premium model.

The FERC subsequently made preliminary determinations in a November 2018 order that the MISO TO's base ROE in effect for the first complaint period (12.38%) was outside the range of reasonableness, and should be reduced. The FERC indicated its preliminary analysis using the new ROE approach resulted in a base ROE of 10.28% for the first complaint period, compared to the previously ordered base ROE of 10.32%. NSP-Minnesota has recognized a current refund liability consistent with its best estimate of the final ROE, pending further FERC action as early as the fourth quarter of 2019.

On March 21, 2019, FERC announced a NOI seeking public comments on whether, and if so how, to revise ROE policies in light of the D.C. Circuit Court decision. FERC also initiated a NOI on whether to revise its policies on incentives for electric transmission investments, including the RTO membership incentive. Initial comments on both NOIs were due in June 2019, with reply comments submitted in the third quarter of 2019, pending further FERC action as early as the fourth quarter of 2019.

Environmental

MGP Sites

Ashland MGP Site — NSP-Wisconsin was named a responsible party for contamination at the Ashland/Northern States Power Lakefront Superfund Site (the Site) in Ashland, Wisconsin. Remediation and restoration activities are anticipated to be completed in 2019 and groundwater treatment activities will continue for many years.

The current cost estimate for remediation and restoration of the entire Site is approximately $194.0 million. At Sept. 30, 2019 and Dec. 31, 2018, NSP-Wisconsin had a total liability of $21.6 million and $26.9 million, respectively, for the entire site.

NSP-Wisconsin has deferred the unrecovered portion of the estimated Site remediation and restoration costs as a regulatory asset. The PSCW has authorized NSP-Wisconsin rate recovery for all remediation and restoration costs incurred at the Site. In 2012, the PSCW agreed to allow NSP-Wisconsin to pre-collect certain costs, to amortize costs over 10 years and to apply a 3% carrying cost to the unamortized regulatory asset.

MGP, Landfill or Disposal Sites — NSP-Wisconsin is currently investigating or remediating 2 other MGP, landfill or other disposal sites across its service territories.

NSP-Wisconsin has recognized its best estimate of costs/liabilities that will result from final resolution of these issues, however, the outcome and timing is unknown. In addition, there may be insurance recovery and/or recovery from other potentially responsible parties, offsetting a portion of costs incurred.

10. Segment Information

Operating results from 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 - The regulated electric utility segment generates electricity, which is transmitted and distributed in Wisconsin and Michigan.

• Regulated Natural Gas - The regulated natural gas utility segment purchases, transports, stores and distributes natural gas in portions of Wisconsin and Michigan.

• All Other - 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. As an integrated electric and natural gas utility, NSP-Wisconsin operates significant assets that are not dedicated to a specific business segment. Reporting assets and capital expenditures by business segment would require arbitrary and potentially misleading allocations, which may not necessarily reflect the assets required for the operation of the business segments on a stand-alone basis.

Certain costs, such as common depreciation, common O&M expenses and interest expense are allocated based on cost causation allocators across each segment. In addition, a general allocator is used for certain general and administrative expenses, including office supplies, rent, property insurance and general advertising.

NSP-Wisconsin's segment information for the three and nine months ended Sept. 30:

	Three Months Ended Sept. 30
(Millions of Dollars)	2019			2018
Regulated Electric
Operating revenues (a)	$	229.0		$	240.3
Intersegment revenues	—			0.1
Total operating revenue	229.0			240.4
Net income	33.3			34.3
Regulated Natural Gas
Operating revenues	$	14.6		$	15.4
Intersegment revenues	0.1			—
Total operating revenue	14.7			15.4
Net loss	(4.1		)	(3.5		)
All Other
Operating revenues	$	0.1		$	0.3
Net income	0.2			0.2
Consolidated Total
Operating revenues (a)	$	243.8		$	256.1
Reconciling Eliminations	(0.1		)	(0.1		)
Total operating revenue	$	243.7		$	256.0
Net income	29.4			31.0

^(a)  Operating revenues include $44.7 million and $39.9 million of affiliate electric revenue for the three months ended Sept. 30, 2019 and 2018, respectively.

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	Nine Months Ended Sept. 30
(Millions of Dollars)	2019			2018
Regulated Electric
Operating revenues (a)	$	651.9		$	666.2
Intersegment revenues	0.2			0.3
Total operating revenue	652.1			666.5
Net income	57.4			70.2
Regulated Natural Gas
Operating revenues	$	96.6		$	93.8
Intersegment revenues	0.3			0.2
Total operating revenue	96.9			94.0
Net income	5.1			6.8
All Other
Operating revenues	$	0.3		$	0.9
Net (loss) income	(0.6		)	0.6
Consolidated Total
Operating revenues (a)	$	749.3		$	761.4
Reconciling Eliminations	(0.5		)	(0.5		)
Total operating revenue	$	748.8		$	760.9
Net income	61.9			77.6

^(a)  Operating revenues include $132.3 million and $116.0 million of affiliate electric revenue for the nine months ended Sept. 30 2019 and 2018, respectively.

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).

Non-GAAP Financial Measures

The following discussion includes financial information prepared in accordance with GAAP, as well as certain non-GAAP financial measures such as electric margin, natural gas margin, and ongoing earnings.  Generally, a non-GAAP financial measure is a measure of a company’s financial performance, financial position or cash flows that excludes (or includes) amounts that are adjusted from measures calculated and presented in accordance with GAAP. NSP-Wisconsin’s management uses non-GAAP measures for financial planning and analysis, for reporting of results in determining performance-based compensation, and communicating its earnings outlook to analysts and investors.

Non-GAAP financial measures are intended to supplement investors’ understanding of our performance and should not be considered alternatives for financial measures presented in accordance with GAAP. These measures are discussed in more detail below and may not be comparable to other companies’ similarly titled non-GAAP financial measures.

Electric and Natural Gas Margins

Electric margin is presented as electric revenues less electric fuel and purchased power expenses. Natural gas margin is presented as natural gas revenues less the cost of natural gas sold and transported. Expenses incurred for electric fuel and purchased power and the cost of natural gas are generally recovered through various regulatory recovery mechanisms. As a result, changes in these expenses are generally offset in operating revenues.

Management believes electric and natural gas margins provide the most meaningful basis for evaluating our operations because they exclude the revenue impact of fluctuations in these expenses. These margins can be reconciled to operating income, a GAAP measure, by including other operating revenues, O&M expenses, conservation, depreciation and amortization and taxes (other than income taxes).

Results of Operations

NSP-Wisconsin’s net income was approximately $61.9 million for 2019 year-to-date, compared with approximately $77.6 million for the same period in 2018, largely due to unfavorable weather, higher depreciation and lower AFUDC.

Electric 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.

Electric revenues and margin:

	Nine Months Ended Sept. 30
(Millions of Dollars)	2019			2018
Electric revenues	$	651.9		$	666.2
Electric fuel and purchased power	(306.5		)	(319.4		)
Electric margin	$	345.4		$	346.8

Changes in electric margin:

(Millions of Dollars)	2019 vs. 2018
Interchange agreement billings with NSP-Minnesota	$	11.5
Timing of fuel recovery	1.7
Estimated impact of weather	(7.3		)
Purchased capacity costs	(4.5		)
Sales decline	(1.4		)
Other (net)	(1.4		)
Total decrease in electric margin	$	(1.4	)

Natural Gas Margin

Total natural gas expense varies with changing sales requirements and the cost of natural gas. However, fluctuations in the cost of natural gas has minimal impact on natural gas margin due to natural gas cost recovery mechanisms.

Natural gas revenues and margin:

	Nine Months Ended Sept. 30
(Millions of Dollars)	2019			2018
Natural gas revenues	$	96.6		$	93.8
Cost of natural gas sold and transported	(45.9		)	(43.3		)
Natural gas margin	$	50.7		$	50.5

Changes in natural gas margin:

(Millions of Dollars)	2019 vs. 2018
Estimated impact of weather	$	0.5
Sales growth	(0.7		)
Other (net)	0.4
Total increase in natural gas margin	$	0.2

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Non-Fuel Operating Expenses and Other Items

Depreciation and Amortization — Depreciation and amortization expense increased $9.2 million, or 9.8%, for the nine months ended Sept. 30, 2019 compared with the prior year. The increase was primarily due to transmission and distribution capital investments placed into service.

O&M Expenses — O&M expenses increased $1.5 million, or 1.0%, for the first nine months of 2019 compared with the prior year. The increase was primarily driven by interchange billings with NSP-Minnesota, employee benefit expenses and higher insurance premiums. The increase in interchange billings was largely a result of to timing of transmission projects.

AFUDC, Equity and Debt — AFUDC decreased $6.6 million for the first nine months of 2019 compared with the same period in 2018. The decrease was primarily due to a decrease in transmission and distribution projects.

Income Taxes — Income tax expense decreased $3.3 million for the first nine months of 2019 compared with the prior year. The decrease was primarily driven by lower pretax earnings. This was partially offset by a decrease in plant-related regulatory differences and an increase in prior period adjustments. The ETR was 26.4% for the first nine months of 2019 compared with 24.7% for the same period in 2018, largely due to the items referenced above. See Note 6 to the consolidated financial statements.

Regulation

FERC and State Regulation — The FERC has jurisdiction over rates for electric transmission service in interstate commerce and electricity sold at wholesale, hydro facility licensing, natural gas transportation, asset transactions and mergers, 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.

Xcel Energy, which includes NSP-Wisconsin, attempts to mitigate the risk of regulatory penalties through formal training on prohibited practices and a compliance function that reviews interaction with the markets under FERC and Commodity Futures Trading Commission jurisdictions.

Public campaigns are conducted to raise awareness of public safety issues of interacting with our electric systems.

While programs to comply with regulatory requirements are in place, there is no guarantee that compliance programs or other measures will be sufficient to ensure against violations. Decisions by these regulators can significantly impact NSP-Wisconsin’s results of operations.

Recently Filed Regulatory Proceedings

Rate Case Settlement — In May 2019, NSP-Wisconsin filed an application with the PSCW seeking approval of a rate case settlement with various intervenors for 2020-2021.

For NSP-Wisconsin’s electric utility, the settlement agreement results in no change to base electric rates through Dec. 31, 2021. For the natural gas utility, there would be a $3.2 million (4.6%) decrease to base rates, effective Jan. 1, 2020, and no additional changes to base rates through Dec. 31, 2021.

Key elements of the settlement include:

Electric:

• Allowed ROE of 10.0%;

• Allowed equity ratio of 52.5%;

• Retain expected fuel cost savings from new wind farms for the NSP System;

• Allow deferral of pension settlement costs, if any, for 2019-2021;

• Utilize a portion of tax reform benefits to offset revenue deficiency;

• Allow deferral of certain large customer non-fuel cost of service impacts and bad debt expense in 2019-2021; and

• Apply an earnings sharing mechanism for 2020 and 2021. The mechanism would return to customers 50% of earnings between 10.25% and 10.75% ROE and 100% of earnings equal to or in excess of 10.75% ROE.

Natural Gas:

• Utilize tax reform benefits of $22.3 million to offset a portion of the regulatory asset for remediation of the MGP site in Ashland, WI.

In September 2019, the PSCW issued an interim order approving the settlement agreement as filed with one minor modification, to remove the deferral of pension settlement accounting costs for 2021.

Public Utility Regulation

Except to the extent noted below and in Regulation above, the circumstances set forth in Public Utility Regulation included in Item 1 of NSP-Wisconsin’s Annual Report on Form 10-K for the year ended Dec. 31, 2018 and in Item 2 of NSP-Wisconsin's Quarterly Report on Form 10-Q for the quarterly periods ended March 31, 2019 and June 30, 2019, appropriately represent, in all material respects, the current status of public utility regulation and are incorporated by reference.

2018 Electric Fuel Cost Recovery — NSP-Wisconsin’s electric fuel costs for 2018 were lower than authorized in rates and outside the 2% annual tolerance band, primarily due to increased sales to other utilities compared to the forecast used to set authorized rates. Under the fuel cost recovery rules, NSP-Wisconsin may retain approximately $3.5 million of fuel costs and defer the amount of over-recovery in excess of the 2% annual tolerance band for future refund to customers. In March 2019, NSP-Wisconsin filed with the PSCW to provide a refund of approximately $3.7 million to customers and proposed for it to be issued in September 2019. In August 2019, the Commission issued their order to refund the $3.7 million.

Environmental Matters

In June 2019, the EPA issued the final ACE rule to replace the Obama-era Clean Power Plan. The final ACE rule may require implementation of heat rate improvement projects at some of our coal-fired power plants. It is not known what the costs associated with the final rule might be until state plans are developed to implement the final regulation. NSP-Wisconsin believes the costs would be recoverable through rates based on prior state commission practice.

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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 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 CEO and CFO, allowing timely decisions regarding required disclosure. As of Sept. 30, 2019, 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 changes in NSP-Wisconsin’s internal control over financial reporting occurred during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, NSP-Wisconsin’s internal control over financial reporting.

Part II — OTHER INFORMATION

Item 1 — Legal Proceedings

NSP-Wisconsin is involved in various litigation matters 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 losses 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, would have a material effect on NSP-Wisconsin’s financial statements. Unless otherwise required by GAAP, legal fees are expensed as incurred.

See Note 9 to the consolidated financial statements and Part I Item 2 for further information.

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, 2018, which is incorporated herein by reference. There have been no material changes from the risk factors previously disclosed in the Form 10-K.

Item 6 — EXHIBITS

* Indicates incorporation by reference

+ Executive Compensation Arrangements and Benefit Plans Covering Executive Officers and Directors

Exhibit Number	Description	Report or Registration Statement	SEC File or Registration Number	Exhibit Reference
3.01*	Amended and Restated Articles of Incorporation of NSP-Wisconsin	NSP-Wisconsin Form S-4 dated Jan. 21, 2004	333-112033	3.01
3.02*	By-Laws of NSP-Wisconsin as Amended and Restated on Jan. 25, 2019	NSP-Wisconsin Form 10-K for the year ended Dec. 31, 2018	001-03140	3.02
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.
101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	XBRL Schema
101.CAL	XBRL Calculation
101.DEF	XBRL Definition
101.LAB	XBRL Label
101.PRE	XBRL Presentation
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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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)
Oct. 25, 2019	By:	/s/ JEFFREY S. SAVAGE
		Jeffrey S. Savage
		Senior Vice President, Controller
		(Principal Accounting Officer)
		/s/ ROBERT C. FRENZEL
		Robert C. Frenzel
		Executive Vice President, Chief Financial Officer and Director
		(Principal Financial Officer)

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