Northern States Power 10-Q 2006 Q2 Quarterly report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2006

or

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

For the transition period from                        to

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	(I.R.S. Employer Identification No.)
incorporation or organization)
1414 W. Hamilton Avenue,
Eau Claire, Wisconsin	54701
(Address of principal executive	(Zip Code)
offices)

Registrant’s telephone number, including area code (715) 839-2625

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. ý Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.  (Check one):

Large Accelerated Filer o                                Accelerated Filer o                           Non-Accelerated Filer ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o Yes ý 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. 4, 2006
Common Stock, $100 par value	933,000 shares

Northern States Power Co. (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
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 4.	Controls and Procedures
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings
Item 1A.	Risk Factors
Item 6.	Exhibits

This Form 10-Q is filed by Northern States Power Co., a Wisconsin corporation (NSP-Wisconsin).  NSP-Wisconsin is a wholly owned subsidiary of Xcel Energy Inc. (Xcel Energy).  Additional information on Xcel Energy is available on various filings with the Securities and Exchange Commission (SEC).

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PART I. FINANCIAL INFORMATION

Item 1. CONSOLIDATED FINANCIAL STATEMENTS

NSP-WISCONSIN AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(Thousands of Dollars)

	Three Months Ended June 30,						Six Months Ended June 30,
	2006			2005			2006			2005
Operating revenues
Electric utility	$	132,827		$	127,394		$	274,476		$	252,841
Natural gas utility	18,843			19,777			92,176			82,314
Other	184			175			359			343
Total operating revenues	151,854			147,346			367,011			335,498
Operating expenses
Electric fuel and purchased power	69,107			78,818			143,124			143,761
Cost of natural gas sold and transported	12,743			14,473			73,980			64,239
Other operating and maintenance expenses	32,471			32,685			66,805			62,191
Depreciation and amortization	12,916			12,787			25,702			25,300
Taxes (other than income taxes)	4,576			4,047			9,343			8,459
Total operating expenses	131,813			142,810			318,954			303,950
Operating income	20,041			4,536			48,057			31,548
Interest and other income — net (see Note 5)	226			99			347			139
Allowance for funds used during construction — equity	142			276			267			221
Interest charges and financing costs
Interest charges — includes financing costs of $305, $304, $606 and $605, respectively	5,624			5,626			11,580			11,185
Allowance for funds used during construction — debt	(301		)	(89		)	(552		)	67
Total interest charges and financing costs	5,323			5,537			11,028			11,252
Income (loss) before income taxes	15,086			(626		)	37,643			20,656
Income tax (benefit)	5,771			(374		)	14,205			7,853
Net income (loss)	$	9,315		$	(252	)	$	23,438		$	12,803

See Notes to Consolidated Financial Statements

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NSP-WISCONSIN AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Thousands of Dollars)

	Six Months Ended June 30,
	2006			2005
Operating activities
Net income	$	23,438		$	12,803
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	26,702			25,957
Deferred income taxes	(4,332		)	434
Amortization of investment tax credits	(381		)	(393		)
Allowance for equity funds used during construction	(267		)	(221		)
Change in accounts receivable	21,676			(1,332		)
Change in inventories	9,247			4,833
Change in other current assets	24,231			4,244
Change in accounts payable	(20,827		)	6,618
Change in other current liabilities	2,966			(1,269		)
Change in other assets	(1,934		)	(3,108		)
Change in other liabilities	9,258			1,087
Net cash provided by operating activities	89,777			49,653
Investing activities
Capital/construction expenditures	(31,788		)	(27,925		)
Allowance for equity funds used during construction	267			221
Other investments — net	(110		)	(63		)
Net cash used in investing activities	(31,631		)	(27,767		)
Financing activities
Short-term borrowings from affiliate — net	(45,000		)	(2,400		)
Capital contributions from parent	18,523			4,185
Proceeds from issuance of long-term debt	239			—
Dividends paid to parent	(31,883		)	(23,744		)
Net cash used in financing activities	(58,121		)	(21,959		)
Net increase (decrease) in cash and cash equivalents	25			(73		)
Net increase in cash and cash equivalents — consolidation of subsidiaries	—			510
Cash and cash equivalents at beginning of year	681			231
Cash and cash equivalents at end of quarter	$	706		$	668
Supplemental disclosure of cash flow information:
Cash paid for interest (net of amounts capitalized)	$	10,843		$	10,725
Cash paid for income taxes (net of refunds received)	$	17,422		$	10,486
Supplemental disclosure of non-cash investing transactions:
Property, plant and equipment additions	$	1,623		$	1,145

See Notes to Consolidated Financial Statements

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NSP-WISCONSIN AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Thousands of Dollars)

	June 30, 2006			Dec. 31, 2005
ASSETS
Current assets:
Cash and cash equivalents	$	706		$	681
Accounts receivable — net of allowance for bad debts: $1,492 and $1,461, respectively	47,220			62,155
Accounts receivable from affiliates	3,390			10,131
Accrued unbilled revenues	19,440			39,925
Material and supplies inventories — at average cost	5,328			4,977
Fuel inventory — at average cost	7,910			8,597
Natural gas inventory — at average cost	5,609			14,520
Current deferred income taxes	7,523			3,406
Prepaid taxes	14,919			14,033
Derivative instruments valuation	1,648			3,798
Prepayments and other	1,034			2,471
Total current assets	114,727			164,694
Property, plant and equipment, at cost:
Electric utility plant	1,272,402			1,268,623
Natural gas utility plant	156,734			155,628
Common utility and other property	114,898			113,542
Construction work in progress	34,148			10,447
Total property, plant and equipment	1,578,182			1,548,240
Less accumulated depreciation	(632,933		)	(612,205		)
Net property, plant and equipment	945,249			936,035
Other assets:
Prepaid pension asset	55,397			54,767
Regulatory assets	62,875			61,582
Other investments	6,430			6,320
Other	6,804			7,291
Total other assets	131,506			129,960
Total assets	$	1,191,482		$	1,230,689
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	34		$	34
Notes payable to affiliate	19,750			64,750
Accounts payable	18,799			39,660
Accounts payable to affiliates	17,007			16,308
Accrued interest	4,130			4,100
Accrued payroll and benefits	4,968			5,493
Dividends payable to parent	—			10,597
Derivative instruments valuation	286			718
Taxes accrued	3,988			3,375
Other	9,918			6,123
Total current liabilities	78,880			151,158
Deferred credits and other liabilities:
Deferred income taxes	171,217			171,083
Deferred investment tax credits	12,070			12,451
Regulatory liabilities	97,763			95,751
Customer advances for construction	17,444			17,734
Asset retirement obligations	3,019			2,936
Benefit obligations and other	36,864			26,339
Total deferred credits and other liabilities	338,377			326,294
Minority interest in subsidiaries	385			383
Commitments and contingencies (see Note 3)
Capitalization:
Long-term debt	315,643			315,371
Common stock — authorized 1,000,000 shares of $100 par value; outstanding 933,000 shares	93,300			93,300
Additional paid in capital	106,330			87,806
Retained earnings	259,499			257,346
Accumulated other comprehensive loss	(932		)	(969		)
Total common stockholder’s equity	458,197			437,483
Total liabilities and equity	$	1,191,482		$	1,230,689

See Notes to Consolidated Financial Statements

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the financial position of NSP-Wisconsin and its subsidiaries as of June 30, 2006, and Dec. 31, 2005; the results of operations for the three and six months ended June 30, 2006 and 2005; and cash flows for the six months ended June 30, 2006 and 2005. Due to the seasonality of electric and natural gas sales of NSP-Wisconsin, quarterly results are not necessarily an appropriate base from which to project annual results.

1.Significant Accounting Policies

The significant accounting policies set forth in Note 1 to the Consolidated Financial Statements in NSP-Wisconsin’s Annual Report on Form 10-K for the year ended Dec. 31, 2005 appropriately represent, in all material respects, the current status of accounting policies, and are incorporated herein by reference.

FASB Interpretation No. 48 (FIN 48) — In July 2006, the FASB issued FIN 48, “Accounting for Uncertainty in Income Taxes —an interpretation of FASB Statement No. 109”.  FIN 48 prescribes a comprehensive financial statement model of how a company should recognize, measure, present, and disclose uncertain tax positions that the company has taken or expects to take in its income tax returns.  FIN 48 requires that only income tax benefits that meet the “more likely than not” recognition threshold be recognized or continue to be recognized on the effective date.  Initial derecognition amounts would be reported as a cumulative effect of a change in accounting principle.

FIN 48 is effective for fiscal years beginning after Dec. 15, 2006.  NSP-Wisconsin is assessing the impact of the new guidance on all of its open tax positions.

2.Regulation

 Midwest Independent Transmission System Operator, Inc. (MISO) Operations —NSP-Wisconsin and Northern States Power Company, a Minnesota corporation (NSP-Minnesota), an affiliate of NSP-Wisconsin, are members of the MISO. The MISO is a regional transmission organization (RTO) that provides transmission tariff administration services for electric transmission systems, including those of NSP-Minnesota and NSP-Wisconsin.  In 2002, NSP-Minnesota and NSP-Wisconsin received all required regulatory approvals to transfer functional control of their high voltage (100 kilovolts and greater) transmission systems to the MISO. The MISO exercises functional control over the operations of these facilities and the facilities of certain neighboring electric utilities. On April 1, 2005, MISO initiated a regional Day 2 wholesale energy market pursuant to its transmission and energy markets tariff.

MISO Cost Recovery

While the Day 2 market is designed to provide efficiencies through region-wide generation dispatch and increased reliability, there are costs associated with the Day 2 market.  NSP-Wisconsin has requested recovery of these costs within their respective jurisdictions as outlined below.

On June 16, 2006, the Public Service Commission of Wisconsin (PSCW) issued its written order regarding the joint request for escrow accounting treatment of MISO Day 2 costs made by NSP-Wisconsin and other Wisconsin utilities.  The order confirms continued deferred accounting treatment for congestion costs, net line losses, and costs of acquiring FTRs not received in the MISO allocation process, as previously authorized by the PSCW.  The order also clarifies that deferral is authorized for several additional MISO Day 2 cost and revenue types not explicitly addressed in the original PSCW order issued March 29, 2005.  While deferral for most of the additional cost and revenue types was granted retroactive to April 1, 2005, a few types are deferrable beginning June 8, 2006.  To date, NSP-Wisconsin has deferred a total of approximately $6.2 million of MISO Day 2 costs.

Joint and Common Wholesale Energy Market

On March 16, 2006, the FERC dismissed complaints filed by Wisconsin Public Service Corp. et al. (WPS) asking the FERC to order MISO and the PJM Interconnection, Inc. (PJM) to establish a joint and common wholesale energy market (JCM) for the two neighboring RTOs. Xcel Energy opposed the WPS complaints, arguing that MISO and PJM are completing projects shown to be cost beneficial to market participants, and a full JCM could substantially increase market operations costs with limited benefits in terms of energy savings. In dismissing the complaints, the FERC ruled the progress by MISO and PJM toward the JCM was satisfactory.

Ancillary Service Markets

MISO and its stakeholders are developing proposals to establish ancillary service markets within its footprint. The proposals would increase market efficiency by providing a reduced allocation of generation contingency reserves for market participants and by

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creating economic market opportunities to obtain alternative sources of generating reserves. The proposed implementation of these market design improvements is scheduled for phase-in over the course of 2007, subject to project actions by MISO.

2006 Fuel Cost Recovery — NSP-Wisconsin’s electric fuel costs for March 2006 were approximately $2.1 million, or 20 percent, lower than authorized in the 2006 Wisconsin electric rate case and outside the established fuel monitoring range under the Wisconsin fuel rules.  Year-to-date fuel costs through March were approximately $1.9 million, or 6 percent, lower than authorized, resulting in an over recovery of $1.9 million.  On May 4, 2006, the PSCW opened a proceeding to determine if a rate reduction (fuel credit factor) should be implemented, and made new rates reflecting the lower fuel costs effective May 4, 2006, subject to refund pending a full review of 2006 fuel costs.

In late May 2006, NSP-Wisconsin provided the PSCW with an updated forecast of fuel costs for the remainder of 2006 showing NSP-Wisconsin’s fuel costs will be within the authorized range by year-end, and no rate reduction is warranted.  The PSCW’s investigation is ongoing.

Fuel costs for the Wisconsin retail jurisdiction through June 2006 were $0.8 million, or 1.0 percent lower than authorized in the 2006 rate case.  However, NSP-Wisconsin’s forecast continues to show that by year-end, fuel costs will be within the authorized range.  NSP-Wisconsin anticipates the PSCW will complete their investigation and issue an order later this year.

Wisconsin Energy Efficiency and Renewables Law — On March 17, 2006, Wisconsin Governor Doyle signed into law a bill setting a renewable portfolio standard of 10 percent by 2015.  NSP-Wisconsin anticipates it will meet the renewable standard with its pro-rata share of existing and planned renewable generation on the NSP system.

Wholesale Rate Case Application — On July 31, 2006, NSP-Wisconsin filed a Section 205 rate case at the FERC requesting a base rate increase of approximately $4 million, or 15 percent, for its ten wholesale municipal electric sales customers.  The last rate increase for these customers was in 1993. NSP-Wisconsin’s wholesale customers are currently served under a bundled full requirements tariff, with rates based on embedded costs, and a monthly fuel cost adjustment.  NSP-Wisconsin is proposing to unbundle transmission service and revise the fuel cost adjustment clause to reflect current FERC regulatory policies, the advent of MISO operations and the Day 2 energy market.

3. Commitments and Contingent Liabilities

Environmental Contingencies

NSP-Wisconsin has been, or is, currently involved with the cleanup of contamination from certain hazardous substances at several sites. In many situations, NSP-Wisconsin is pursuing or intends to pursue insurance claims and believes it will recover some portion of these costs through such claims. Additionally, where applicable, NSP-Wisconsin is pursuing, or intends to pursue, recovery from other potentially responsible parties and through the rate regulatory process.  New and changing federal and state environmental mandates can also create added financial liabilities for NSP-Wisconsin, which are normally recovered through the rate regulatory process.   To the extent any costs are not recovered through the options listed above, NSP-Wisconsin would be required to recognize an expense for such unrecoverable amounts in its Consolidated Financial Statements.

Manufactured Gas Plant Sites

Ashland Manufactured Gas Plant Site—NSP-Wisconsin was named a potentially responsible party (PRP) for creosote and coal tar contamination at a site in Ashland, Wis. The Ashland site includes property owned by NSP-Wisconsin, which was previously a manufactured gas plant (MGP) facility, and two other properties: an adjacent city lakeshore park area, on which an unaffiliated third party previously operated a sawmill, and an area of Lake Superior’s Chequemegon Bay adjoining the park. The U. S. Environmental Protection Agency (EPA) and Wisconsin Department of Natural Resources (WDNR) have not yet selected the method of remediation to use at the site.  Until the EPA and the WDNR select a remediation strategy for the entire site and determine NSP-Wisconsin’s level of responsibility, NSP-Wisconsin’s liability for the cost of remediating the Ashland site is not determinable.  NSP-Wisconsin has recorded a liability of $25.3 million for its potential liability for remediating the Ashland site.  Since NSP-Wisconsin cannot currently estimate the cost of remediating the Ashland site, the recorded liability is based upon the minimum of the estimated range of remediation costs, using information available to date and reasonably effective remedial methods.  Of the total accrued, NSP-Wisconsin recorded an additional $5.7 million in the second quarter 2006 to reflect estimated legal defense and additional work plan costs.

Chippewa Falls Manufactured Gas Plant Site—The WDNR issued an order requiring that NSP-Wisconsin conduct a supplemental site investigation of property owned by NSP-Wisconsin in Chippewa Falls, Wis., which was previously an MGP facility.  A supplemental investigation was conducted in order to determine if additional remediation is required to meet Wisconsin soil and

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groundwater standards.  Based on the results of the supplemental site investigation that was completed during November 2005, the estimated cost to remediate the site is $5.0 million.  The estimate is based on a thermal desorption method of remediation.  However, NSP-Wisconsin is reviewing several options to determine the most cost effective approach to remediate  the site.  Once the remediation is completed, which is anticipated in late 2006 or 2007, it is expected that the WDNR will require long-term annual groundwater monitoring for at least five years.  NSP-Wisconsin recorded a liability of $5.0 million for the cost of remediating this site.  Costs accrued for the site were deferred as a regulatory asset based on the expectation that the Public Service Commission of Wisconsin (PSCW) will continue to allow NSP-Wisconsin to recover payments for environmental remediation from its customers.

Clean Air Mercury Rule — In March 2005, the United States EPA issued the Clean Air Mercury Rule (CAMR), which regulates mercury emissions from power plants for the first time. NSP-Wisconsin continues to evaluate the strategy for complying with CAMR.  Compliance may be achieved by either adding mercury controls or purchasing allowances or a combination of both.  The capital cost is estimated at $0.9 million for the mercury control equipment.

Legal Contingencies

Lawsuits and claims arise in the normal course of business.  Management, after consultation with legal counsel, has recorded an estimate of the probable cost of settlement or other disposition of them. The ultimate outcome of these matters cannot presently be determined. Accordingly, the ultimate resolution of these matters could have a material adverse effect on NSP-Wisconsin’s financial position and results of operations.

Comer vs. Xcel Energy Inc. et al. — On April 25, 2006, Xcel Energy received notice of a purported class action lawsuit filed in United States District Court for the Southern District of Mississippi.  Although NSP-Wisconsin is not named as a party to this litigation, if the litigation ultimately results in an unfavorable outcome for Xcel Energy, it could have a material adverse effect on NSP-Wisconsin.  The lawsuit names more than 45 oil, chemical and utility companies, including Xcel Energy, as defendants and alleges that defendants’ carbon dioxide emissions “were a proximate and direct cause of the increase in the destructive capacity of Hurricane Katrina.”  Plaintiffs allege in support of their claim, several legal theories, including negligence, and public and private nuisance and seek damages related to the hurricane.  Xcel Energy believes this lawsuit is without merit and intends to vigorously defend itself against these claims.  On July 19, 2006, Xcel Energy filed a motion to dismiss the lawsuit in its entirety.

Carbon Dioxide Emissions Lawsuit — On July 21, 2004, the attorneys general of eight states and New York City, as well as several environmental groups, filed lawsuits in U.S. District Court for the Southern District of New York against five utilities, including Xcel Energy, to force reductions in carbon dioxide (CO2) emissions.  Although NSP-Wisconsin is not named as a party to this litigation, the requested relief that Xcel Energy cap and reduce its CO2 emissions could have a material adverse effect on NSP-Wisconsin.  The other utilities include American Electric Power Co., Southern Co., Cinergy Corp. and Tennessee Valley Authority.  CO2 is emitted whenever fossil fuel is combusted, such as in automobiles, industrial operations and coal- or gas-fired power plants.  The lawsuits allege that CO2 emitted by each company is a public nuisance as defined under state and federal common law because it has contributed to global warming.  The lawsuits do not demand monetary damages.  Instead, the lawsuits ask the court to order each utility to cap and reduce its CO2 emissions.  In October 2004, Xcel Energy and four other utility companies filed a motion to dismiss the lawsuit, contending, among other reasons, that the lawsuit is an attempt to usurp the policy-setting role of the U.S. Congress and the president.  On Sept. 19, 2005, the judge granted the defendants’ motion to dismiss on constitutional grounds.  Plaintiffs filed an appeal to the Second Circuit. Oral arguments were presented on June 7, 2006 and a decision on the appeal is pending.

Other Contingencies

Except as set forth above, the circumstances in Note 8 and 9 to the financial statements in NSP-Wisconsin’s Annual Report on Form 10-K for the year ended Dec. 31, 2005 and Note 2 of this Quarterly Report on Form 10-Q appropriately represent, in all material respects, the current status of commitments and contingent liabilities and are incorporated herein by reference.

4.Derivative Valuation and Financial Impacts

NSP-Wisconsin uses a number of different derivative instruments in connection with its utility commodity price and interest rate activities, including forward contracts, futures, swaps and options.

All derivative instruments not qualifying for the normal purchases and normal sales exception, as defined by SFAS No. 133-“Accounting for Derivative Instruments and Hedging Activities,” as amended (SFAS No. 133), are recorded at fair value. The presentation of these derivative instruments is dependent on the designation of a qualifying hedging relationship.  The adjustment to fair value of derivative instruments not designated in a qualifying hedging relationship is reflected in current earnings or as a regulatory balance.  This classification is dependent on the applicability of any regulatory mechanism in place. This includes certain instruments used to mitigate market risk for NSP-Wisconsin.  The designation of a cash flow hedge permits the classification of fair

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value to be recorded within Other Comprehensive Income, to the extent effective.  The designation of a fair value hedge permits a derivative instrument’s gains or losses to offset the related results of the hedged item in the Consolidated Statements of Operations.

NSP-Wisconsin records the fair value of its derivative instruments in its Consolidated Balance Sheet as separate line items identified as Derivative Instruments Valuation in both current and noncurrent assets and liabilities.

The fair value of all interest rate swaps is determined through counterparty valuations, internal valuations and broker quotes. There have been no material changes in the techniques or models used in the valuation of interest rate swaps during the periods presented.

Qualifying hedging relationships are designated as either a hedge of a forecasted transaction or future cash flow (cash flow hedge), or a hedge of a recognized asset, liability or firm commitment (fair value hedge).  The types of qualifying hedging transactions that NSP-Wisconsin is currently engaged in are discussed below.

Cash Flow Hedges

NSP-Wisconsin enters into derivative instruments to manage variability of future cash flows from changes in commodity prices and interest rates. These derivative instruments are designated as cash flow hedges for accounting purposes, and the changes in the fair value of these instruments are recorded as a component of Other Comprehensive Income.

At June 30, 2006, NSP-Wisconsin had various commodity-related contracts designated as cash flow hedges extending through March 2007.  The fair value of these cash flow hedges is recorded in either Other Comprehensive Income or deferred as a regulatory asset or liability. This classification is based on the regulatory recovery mechanisms in place. Amounts deferred in these accounts are recorded in earnings as the hedged purchase or sales transaction is settled. This could include the purchase or sale of energy or energy-related products, the use of natural gas to generate electric energy or gas purchased for resale. As of June 30, 2006, NSP-Wisconsin had no amounts in Accumulated Other Comprehensive Loss related to commodity cash flow hedge contracts that are expected to be recognized in earnings during the next 12 months as the hedged transactions settle.

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 a specific period.  These derivative instruments are designated as cash flow hedges for accounting purposes and the change in the fair value of these instruments is recorded as a component of Other Comprehensive Income. As of June 30, 2006, NSP-Wisconsin had net losses of $0.1 million in Accumulated Other Comprehensive Loss that are expected to be recognized in earnings during the next 12 months.

Gains or losses on hedging transactions for the sales of energy or energy-related products are primarily recorded as a component of revenue, hedging transactions for fuel used in energy generation are recorded as a component of fuel costs, hedging transactions for gas purchased for resale are recorded as a component of gas costs and interest rate hedging transactions are recorded as a component of interest expense. NSP-Wisconsin is allowed to recover in natural gas rates the costs of certain financial instruments acquired to reduce commodity cost volatility. There was no hedge ineffectiveness in the second quarter of 2006.

The impact of qualifying cash flow hedges on NSP-Wisconsin’s Accumulated Other Comprehensive Loss, included as a component of stockholder’s equity, are detailed in the following table:

	Six months ended
(Millions of dollars)	June 30, 2006			June 30, 2005
Accumulated other comprehensive loss related to cash flow hedges at Jan. 1	$	(1.0	)	$	(1.0	)
After-tax net unrealized gains related to derivatives accounted for as hedges	—			—
After-tax net realized gains on derivative transactions reclassified into earnings	—			—
Accumulated other comprehensive loss related to cash flow hedges at June 30	$	(1.0	)	$	(1.0	)

Fair Value Hedges

The effective portion of the change in the fair value of a derivative instrument qualifying as a fair value hedge is offset against the change in the fair value of the underlying asset, liability or firm commitment being hedged. That is, fair value hedge accounting allows the gains or losses of the derivative instrument to offset, in the same period, the gains and losses of the hedged item.

Normal Purchases or Normal Sales Contracts

NSP-Wisconsin enters into contracts for the purchase and sale of various commodities for use in its business operations.  SFAS No. 133 requires a company to evaluate these contracts to determine whether the contracts are derivatives.  Certain contracts that literally

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meet the definition of a derivative may be exempted from SFAS No. 133 as normal purchases or normal sales.  Normal purchases and normal sales are contracts that provide for the purchase or sale of something other than a financial or derivative instrument that will be delivered in quantities expected to be used or sold over a reasonable period in the normal course of business.  In addition, normal purchases and normal sales contracts must have a price based on an underlying that is clearly and closely related to the asset being purchased or sold.  An underlying is a specified interest rate, security price, commodity price, foreign exchange rate, index of prices or rates, or other variable, including the occurrence or nonoccurrence of a specified event, such as a scheduled payment under a contract.

NSP-Wisconsin evaluates all of its contracts when such contracts are entered to determine if they are derivatives and, if so, if they qualify to meet the normal designation requirements under SFAS No. 133.

Normal purchases and normal sales contracts are accounted for as executory contracts as required under other generally accepted accounting principles.

5. Detail of Interest and Other Income — Net

Interest and other income, net of nonoperating expenses, for the three and six months ended June 30 consisted of the following:

	Three months ended June 30,						Six months ended June 30,
(Thousands of dollars)	2006			2005			2006			2005
Interest income	$	346		$	104		$	507		$	209
Other nonoperating income	9			71			55			91
Employee-related insurance policy expenses	(129		)	(76		)	(215		)	(161		)
Total interest and other income - net	$	226		$	99		$	347		$	139

6.Segment Information

NSP-Wisconsin has two reportable segments, Regulated Electric Utility and Regulated Natural Gas Utility.

(Thousands of dollars)	Regulated Electric Utility		Regulated Natural Gas Utility			All Other			Reconciling Eliminations			Consolidated Total
Three months ended June 30, 2006
Revenues from:
External customers	$	132,827	$	18,843		$	184		$	—		$	151,854
Internal customers	31		579			—			(610		)	—
Total revenue	$	132,858	$	19,422		$	184		$	(610	)	$	151,854
Segment net income (loss)	$	9,510	$	(63	)	$	(132	)	$	—		$	9,315
Three months ended June 30, 2005
Revenues from:
External customers	$	127,394	$	19,777		$	175		$	—		$	147,346
Internal customers	—		452			—			(452		)	—
Total revenue	$	127,394	$	20,229		$	175		$	(452	)	$	147,346
Segment net income (loss)	$	817	$	(913	)	$	(156	)	$	—		$	(252	)

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(Thousands of dollars)	Regulated Electric Utility		Regulated NaturalGas Utility		All Other			Reconciling Eliminations			Consolidated Total
Six months ended June 30, 2006
Revenues from:
External customers	$	274,476	$	92,176	$	359		$	—		$	367,011
Internal customers	61		2,159		—			(2,220		)	—
Total revenue	$	274,537	$	94,335	$	359		$	(2,220	)	$	367,011
Segment net income (loss)	$	21,368	$	2,534	$	(464	)	$	—		$	23,438
Six months ended June 30, 2005
Revenues from:
External customers	$	252,841	$	82,314	$	343		$	—		$	335,498
Internal customers	21		545		—			(566		)	—
Total revenue	$	252,862	$	82,859	$	343		$	(566	)	$	335,498
Segment net income (loss)	$	10,352	$	2,781	$	(330	)	$	—		$	12,803

7. Comprehensive Income (Loss)

The components of total comprehensive income (loss) are shown below:

	Three months ended June 30,					Six months ended June 30,
(Millions of dollars)	2006		2005			2006		2005
Net income (loss)	$	9.3	$	(0.3	)	$	23.4	$	12.8
Other comprehensive income:
After-tax net unrealized gains related to derivativesaccounted for as hedges (see Note 4)	—		—			—		—
Comprehensive income (loss)	$	9.3	$	(0.3	)	$	23.4	$	12.8

The accumulated other comprehensive loss in stockholder’s equity at June 30, 2006 and Dec. 31, 2005, relates to valuation adjustments on NSP-Wisconsin’s derivative financial instruments and hedging activities.

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8. Benefit Plans and Other Postretirement Benefits

Pension and other postretirement benefit disclosures below generally represent Xcel Energy consolidated information unless specifically identified as being attributable to NSP-Wisconsin.

Components of Net Periodic Benefit Cost

	Three months ended June 30,
	2006			2005			2006			2005
(Thousands of dollars)	Pension Benefits						Postretirement Health Care Benefits
Xcel Energy Inc.
Service cost	$	14,380		$	12,980		$	1,479		$	1,599
Interest cost	38,197			39,496			13,287			13,663
Expected return on plan assets	(67,551		)	(69,484		)	(7,110		)	(6,267		)
Amortization of transition obligation	—			—			3,577			3,644
Amortization of prior service cost (credit)	7,421			7,496			(545		)	(544		)
Amortization of net (gain) loss	4,165			(39		)	5,875			6,460
Net periodic benefit cost (credit)	(3,388		)	(9,551		)	16,563			18,555
Credits not recognized due to the effects of regulation	3,893			6,500			—			—
Additional cost recognized due to the effects of regulation	—			—			973			973
Net benefit cost (credit) recognized for financial reporting	$	505		$	(3,051	)	$	17,536		$	19,528
NSP-Wisconsin
Net benefit cost (credit) recognized for financial reporting	$	(452)		$	(811	)	$	639		$	666

	Six months ended June 30,
	2006			2005			2006			2005
(Thousands of dollars)	Pension Benefits						Postretirement Health Care Benefits
Xcel Energy Inc.
Service cost	$	30,814		$	30,230		$	3,316		$	3,342
Interest cost	77,706			80,492			26,470			27,530
Expected return on plan assets	(134,032		)	(139,758		)	(13,378		)	(12,850		)
Amortization of transition obligation	—			—			7,222			7,289
Amortization of prior service cost (credit)	14,848			15,018			(1,090		)	(1,089		)
Amortization of net loss	8,676			3,410			12,398			13,123
Net periodic benefit cost (credit)	(1,988		)	(10,608		)	34,938			37,345
Credits not recognized due to the effects of regulation	6,318			9,684			—			—
Additional cost recognized due to the effects of regulation	—			—			1,946			1,946
Net benefit cost (credit) recognized for financial reporting	$	4,330		$	(924	)	$	36,884		$	39,291
NSP-Wisconsin
Net benefit cost (credit) recognized for financial reporting	$	(630	)	$	(1,248	)	$	1,319		$	1,372

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 and the results of operations set forth in general instructions H (2) (a) of Form 10-Q for wholly owned subsidiaries (reduced disclosure format).

Forward-Looking Information

The following discussion and analysis by management focuses on those factors that had a material effect on the financial condition and results of operations of NSP-Wisconsin 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 financial statements and notes.

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,” “estimate,” “expect,” “objective,” “outlook,” “possible,” “potential”

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and similar expressions. Actual results may vary materially. Factors that could cause actual results to differ materially include, but are not limited to:

·Economic conditions, including their impact on capital expenditures and the ability of NSP-Wisconsin to obtain financing on favorable terms, inflation rates and monetary fluctuations;

·Business conditions in the energy business;

·Trade, monetary, fiscal, taxation and environmental policies of governments, agencies and similar organizations in geographic areas where NSP-Wisconsin has a financial interest;

·Customer business conditions, including demand for their products or services and supply of labor and materials used in creating their products and services;

·Financial or regulatory accounting principles or policies imposed by the Financial Accounting Standards Board, the Securities and Exchange Commission, the Federal Energy Regulatory Commission and similar entities with regulatory oversight;

·Availability or cost of capital such as changes in: interest rates; market perceptions of the utility industry, Xcel Energy or NSP-Wisconsin; or security ratings;

·Factors affecting utility operations such as unusual weather conditions; catastrophic weather-related damage; unscheduled generation outages, maintenance or repairs; unanticipated changes to fossil fuel, nuclear fuel or natural gas supply costs or availability due to higher demand, shortages, transportation problems or other developments; nuclear or environmental incidents; or electric transmission or gas pipeline constraints;

·Employee workforce factors, including loss or retirement of key executives, collective bargaining agreements with union employees, or work stoppages;

·Increased competition in the utility industry;

·State and federal legislative and regulatory initiatives that affect cost and investment recovery, have an impact on rate structures and affect the speed and degree to which competition enters the electric and gas markets; industry restructuring initiatives; transmission system operation and/or administration initiatives; recovery of investments made under traditional regulation; nature of competitors entering the industry; retail wheeling; a new pricing structure; and former customers entering the generation market;

·Rate-setting policies or procedures of regulatory entities, including environmental externalities, which are values established by regulators assigning environmental costs to each method of electricity generation when evaluating generation resource options;

·Nuclear regulatory policies and procedures, including operating regulations and spent nuclear fuel storage;

·Social attitudes regarding the utility and power industries;

·Cost and other effects of legal and administrative proceedings, settlements, investigations and claims;

·Technological developments that result in competitive disadvantages and create the potential for impairment of existing assets;

·Significant slowdown in growth or decline in the U.S. economy, delay in growth or recovery of the U.S. economy or increased cost for insurance premiums, security and other items;

·Risks associated with implementation of new technologies; and

·Other business or investment considerations that may be disclosed from time to time in NSP-Wisconsin’s SEC filings, including “Risk Factors” in Item A of NSP-Wisconsin’s Annual Report on Form 10-K for the year ended Dec. 31, 2005 and Exhibit 99.01 to this report on Form 10-Q for the quarter ended June 30, 2006.

Market Risks

NSP-Wisconsin is exposed to market risks, including changes in commodity prices and interest rates, as disclosed in Item 7A — Quantitative and Qualitative Disclosures About Market Risk in its annual report on Form 10-K for the year ended Dec. 31, 2005. Commodity price and interest rate risks for NSP-Wisconsin are mitigated in most jurisdictions due to cost-based rate regulation. At June 30, 2006, there were no material changes to the financial market risks that affect the quantitative and qualitative disclosures presented as of Dec. 31, 2005.

RESULTS OF OPERATIONS

NSP-Wisconsin’s net income was $23.4 million for the first six months of 2006, compared with $12.8 million for the first six months of 2005.

Electric Utility Margins

The following table details the change in electric revenue 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 fuel and purchased power cost recovery mechanism of

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the Wisconsin jurisdiction may not allow for complete recovery of all expenses and, therefore, dramatic changes in costs or periods of extreme temperatures can impact earnings.

	Six months ended June 30,
(Millions of dollars)	2006			2005
Total electric utility revenue	$	274		$	253
Electric fuel and purchased power	(143		)	(144		)
Total electric utility margin	$	131		$	109
Margin as a percentage of revenue	47.8		%	43.1		%

The following summarizes the components of the changes in base electric revenue and base electric margin for the six months ended June 30:

Base Electric Revenue

(Millions of dollars)	2006 vs. 2005
Fuel and purchased power cost recovery	$	18
Sales growth (excluding impact of weather)	2
Non-fuel rate case	7
Estimated impact of weather	(2		)
Other	(4		)
Total base electric revenue increase	$	21

Base Electric Margin

(Millions of dollars)	2006 vs. 2005
Fuel and purchased power cost recovery	$	12
Sales growth (excluding impact of weather)	2
Non-fuel rate case	7
Estimated impact of weather	(2		)
Interchange agreement billing with NSP-Minnesota (net of deferrals)	(2		)
Interchange agreement billing obligation load true-up	5
Interchange agreement billing fixed charge adjustment	1
Other	(1		)
Total base electric margin increase	$	22

Natural Gas Utility Margins

The following table details the change in natural gas revenue and margin. The cost of natural gas tends to vary with changing sales requirements and unit cost of natural gas purchases. However, due to purchased natural gas cost recovery mechanisms for retail customers, fluctuations in the cost of natural gas have little effect on natural gas margin.

	Six months ended June 30,
(Millions of dollars)	2006			2005
Natural gas revenue	$	92		$	82
Cost of natural gas purchased and transported	(74		)	(64		)
Natural gas margin	$	18		$	18

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The following summarizes the components of the changes in natural gas revenue and margin for the six months ended June 30:

Natural Gas Revenue

(Millions of dollars)	2006 vs. 2005
Purchased gas adjustment clause recovery	$	10
Base rate increase	3
Estimated impact of weather	(1		)
Sales growth (excluding impact of weather)	(1		)
Other	(1		)
Total natural gas revenue increase	$	10

Natural Gas Margin

(Millions of dollars)	2006 vs. 2005
Base rate increase	$	3
Estimated impact of weather	(1		)
Sales growth (excluding impact of weather)	(1		)
Other	(1		)
Total natural gas margin change	$	—

Non-Fuel Operating Expense and Other Items

The following summarizes the components of the changes in other utility operating and maintenance expense for the six months ended June 30:

(Millions of dollars)	2006 vs. 2005
Higher uncollectible receivable costs	$	1
Higher plant overhaul costs	1
Higher vegetation management line clearance costs	1
Higher transmission interchange expense	1
Other	1
Total operating and maintenance expense increase	$	5

Depreciation and amortization expense increased by approximately $0.4 million, or 1.6 percent, for the first six months of 2006 compared with the first six months of 2005.  The increase was primarily due to plant additions, partially offset by lower software amortization.

Income tax expense increased by approximately $ 6.4 million for the first six months of 2006 compared with the first six months of 2005. The increase was primarily due to an increase in pretax income. The effective tax rate was 37.7 percent for the first six months of 2006, compared with 38.0 percent for the same period in 2005.

Smart Papers files for Bankruptcy - Smart Papers, one of NSP-Wisconsin’s largest electric and gas customers, filed for Chapter 11 bankruptcy in late March 2006 and has shut down its paper mill in Park Falls, Wisconsin.  NSP-Wisconsin’s 2005 revenues included approximately $5 million in sales to this customer.  NSP-Wisconsin has reserved for Smart Papers’ accounts receivable balance.

Item 4. CONTROLS AND PROCEDURES

Disclosure Controls

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 Securities and Exchange Commission 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 the end of the period covered by this report, based on an evaluation carried out under the supervision and with the participation of NSP-Wisconsin’s

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management, including the CEO and CFO, of the effectiveness of our disclosure controls and procedures, the CEO and CFO have concluded that NSP-Wisconsin’s disclosure controls and procedures are 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, its 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.  After consultation with legal counsel, NSP-Wisconsin has recorded an estimate of the probable cost of settlement or other disposition for such matters.  See Notes 2 and 3 of the Financial Statements in this Quarterly Report on Form 10-Q for further discussion of legal proceedings, including Regulatory Matters and Commitments and Contingent Liabilities, which are hereby incorporated by reference. Reference also is made to Item 3 and Note 9 of NSP-Wisconsin’s Annual Report on Form 10-K for the year ended Dec. 31, 2005 for a description of certain legal proceedings presently pending.  Except as discussed herein, there are no new significant cases to report against NSP-Wisconsin and there have been no notable changes in the previously reported proceedings.

Stray Voltage

On Nov. 13, 2001, Ralph and Karline Schmidt filed a complaint in Clark County, Wisconsin against NSP-Wisconsin. Plaintiffs allege that electricity provided by NSP-Wisconsin harmed their dairy herd resulting in decreased milk production, lost profits and income, property damage and seek compensatory, punitive and treble damages. Plaintiffs allege compensatory damages of $1.0 million and pre-verdict interest of $1.2 million.  In addition, plaintiffs allege an unspecified amount of damages related to nuisance.  On March 21, 2005 the trial court granted NSP-Wisconsin’s summary judgment motion on the bases of the statute of limitations and the filed doctrine.  Plaintiffs’ appeal is pending in District IV, Court of Appeals.

On Nov. 13, 2001, August C. Heeg Jr. and Joanne Heeg filed a complaint in Clark County, Wisconsin against NSP-Wisconsin. Plaintiffs allege that electricity provided by NSP-Wisconsin harmed their dairy herd resulting in decreased milk production, lost profits and income, property damage and seek compensatory, punitive and treble damages. Plaintiffs allege compensatory damages of $1.9 million and pre-verdict interest of $6.1 million.  In addition, plaintiffs allege an unspecified amount of damages related to nuisance.  On Feb. 7, 2005, the trial court granted NSP-Wisconsin’s motion for summary judgment based upon the statute of limitations.  On reconsideration, the trial court on March 21, 2005, upheld its prior grant of summary judgment based upon the statute of limitations and also added the filed rate doctrine as a basis for summary judgment.  Plaintiffs’ appeal is pending in District IV, Court of Appeals.

On March 1, 2002, NSP-Wisconsin was served with a lawsuit commenced by James and Grace Gumz and Michael and Susan Gumz in Marathon County Circuit Court, Wisconsin, alleging that electricity supplied by NSP-Wisconsin harmed their dairy herd and caused them personal injury.�� The case was tried to a jury in Wausau, Wisconsin commencing in February, 2005, on theories of negligence and nuisance.   On March 4, 2005, a verdict in the amount of approximately $0.5 million was returned against NSP-Wisconsin.  On May 3, 2005, judgment in the amount of $0.6 million was entered against NSP-Wisconsin.  NSP-Wisconsin subsequently filed an appeal in District III, Court of Appeals.  Plaintiffs filed a cross appeal with respect to the trial court’s dismissal of the treble damages claim.  On July 18, 2006, the Court of Appeals affirmed the judgment entered against NSP-Wisconsin.  The Court also affirmed the trial court’s dismissal of the plaintiffs’ treble damages claim.  Petitions for review to the Wisconsin Supreme Court must be filed by August 17, 2006.

Manufactured Gas Plant Insurance Coverage Litigation

In October 2003, NSP-Wisconsin initiated discussions with its insurers regarding the availability of insurance coverage for costs associated with the remediation of four former MGP sites located in Ashland, Chippewa Falls, Eau Claire, and LaCrosse, Wis. In lieu of participating in discussions, on Oct. 28, 2003, two of NSP-Wisconsin’s insurers, St. Paul Fire & Marine Insurance Co. and St. Paul Mercury Insurance Co., commenced litigation against NSP-Wisconsin in Minnesota state district court. On Nov. 12, 2003, NSP-Wisconsin commenced suit in Wisconsin state circuit court against St. Paul Fire & Marine Insurance Co. and its other insurers. Subsequently, the Minnesota court enjoined NSP-Wisconsin from pursuing the Wisconsin litigation.  Although the Wisconsin action has not been dismissed, the January 2007 trial date has been adjourned and has not been rescheduled.  Trial in the Minnesota action is scheduled to commence on Nov. 6, 2006.

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NSP-Wisconsin has entered into confidential settlements with St. Paul Mercury Insurance Company, St. Paul Fire and Marine Insurance Company and the Phoenix Insurance Company (“St. Paul Companies”), and these insurers have been dismissed from the Minnesota and Wisconsin actions.  These settlements will not have a material effect on Xcel Energy’s financial results.

NSP-Wisconsin has reached settlements in principle with Admiral Insurance Company; Associated Electric & Gas Insurance Services Limited; Allstate Insurance Co.; Compagnie Europeene D’Assurances Industrielles S.A.; Fireman’s Fund Insurance Company; INSCO, Ltd. (on its own behalf and on behalf of the insurance companies subscribing per Britamco, Ltd.); certain Underwriters at Lloyd’s, London and certain London Market Insurance Companies (“London Market Insurers”) and General Reinsurance Corporation.  These settlements will not have a material effect on NSP-Wisconsin’s financial results.

On April 17, 2006, the London Market Insurers, together with other insurers, moved for summary judgment on choice of law and allocation of damages.  On Aug. 3, 2006, the court took the matter under advisement.  On June 19, 2006, certain insurers filed additional motions for summary judgment on various coverage issues, including choice of law, allocation of damages, justiciability, election of contract, late notice, legal fees and costs, lost policies, and pollution exclusion.  These motions are scheduled for hearing on Sept. 11 and 12, 2006.

The PSCW has established a deferral process whereby clean-up costs associated with the remediation of former MGP sites are deferred and, if approved by the PSCW, recovered from ratepayers. Carrying charges associated with these clean-up costs are not subject to the deferral process and are not recoverable from ratepayers. Any insurance proceeds received by NSP-Wisconsin will operate as a credit to ratepayers, therefore, these lawsuits should not have a material effect on NSP-Wisconsin’s financial results.

Item 1A. Risk Factors

NSP-Wisconsin’s risk factors are documented in Item 1A of Part I of its 2005 Annual Report on Form 10-K, which is incorporated herein by reference.  There have been no material changes to the risk factors.

Item 6. EXHIBITS

The following Exhibits are filed with this report:

31.01	Principal Executive Officer’s and 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.

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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 on Aug. 4, 2006.

Northern States Power Co. (a Wisconsin corporation)

(Registrant)

/s/ TERESA S. MADDEN

Teresa S. Madden

Vice President and Controller

/s/ BENJAMIN G.S. FOWKE III

Benjamin G.S. Fowke III

Vice President and Chief Financial Officer

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