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 ~~June~~Sept. 30, 2024


☐			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 Incorporation or Organization)

(I.R.S Employer Identification No.)

1414 West Hamilton Avenue

Eau Claire

Wisconsin

54701

(Address of Principal Executive Offices)

(Zip Code)


(715)			852-5812
(Registrant’s Telephone Number, Including Area Code)


N/A
(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

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, a 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						Outstanding at ~~August~~October 131, 2024
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
	Consolidated Statements of Income	4
	Consolidated Statements of Cash Flows	5
	Consolidated Balance Sheets	6
	Consolidated Statements of Common Stockholder's Equity	7
	Notes to Consolidated Financial Statements	8
Item 2 —	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 4 —	Controls and Procedures	15

PART II	OTHER INFORMATION
Item 1 —	Legal Proceedings	15
Item 1A —	Risk Factors	15
Item 5 —	Other Information	15
Item 6 —	Exhibits	16

SIGNATURES		17

This Form 10-Q is filed by NSP-Wisconsin. NSP-Wisconsin is a wholly owned subsidiary of Xcel Energy Inc. Additional information on Xcel Energy is available in various filings with the SEC. This report should be read in its entirety.

Definitions of Abbreviations


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.~~EPA ~~Circuit~~ United States ~~Court~~Environmental ofProtection ~~Appeals~~Agency ~~for~~FASB ~~the~~Financial ~~District~~Accounting ofStandards ~~Columbia~~Board ~~Circuit EPA United States Environmental Protection Agency~~ FERC Federal Energy Regulatory Commission MPUC Minnesota Public Utilities Commission ~~MPSC Michigan Public Service Commission~~ PSCW Public Service Commission of Wisconsin SEC Securities and Exchange Commission

Other C&I Commercial and Industrial CEO Chief executive officer CERCLA Comprehensive Environmental Response, Compensation, and Liability Act CFO Chief financial officer GAAP United States generally accepted accounting principles IRA Inflation Reduction Act IRP Integrated Resource Plan MGP Manufactured gas plant MISO Midcontinent Independent System Operator, Inc. NOx Nitrogen Oxides PFAS Per- and Polyfluoroalkyl Substances O&M Operating and maintenance RFP Request for proposal ROE Return on equity RTO Regional Transmission Organization Measurements MW Megawatts


Other
ASU			Accounting standards update
C&I			Commercial and Industrial
CEO			Chief executive officer
CERCLA			Comprehensive Environmental Response, Compensation, and Liability Act
CFO			Chief financial officer
CO2			Carbon dioxide
GAAP			United States generally accepted accounting principles
IRA			Inflation Reduction Act
IRP			Integrated Resource Plan
MGP			Manufactured gas plant

NOx			Nitrogen Oxides
PFAS			Per- and Polyfluoroalkyl Substances
O&M			Operating and maintenance
RFP			Request for proposal
ROE			Return on equity



Measurements
MW			Megawatts


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, including those relating to future sales, future expenses, future tax rates, future operating performance, estimated base capital expenditures and financing plans, projected capital additions and forecasted annual revenue requirements with respect to rider filings, expected rate increases to customers, expectations and intentions regarding regulatory proceedings, expected pension contributions, and expected impact on our results of operations, financial condition and cash flows of legal proceeding outcomes, as well as 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 in NSP-Wisconsin's Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2023 and subsequent filings with the SEC, could cause actual results to differ materially from management expectations as suggested by such forward-looking information: operational safety; successful long-term operational planning; commodity risks associated with energy markets and production; rising energy prices and fuel costs; qualified employee workforce and third-party contractor factors; violations of our Codes of Conduct; our ability to recover costs; changes in regulation; reductions in our credit ratings and the cost of maintaining certain contractual relationships; general economic conditions, including recessionary conditions, inflation rates, monetary fluctuations, supply chain constraints and their impact on capital expenditures and/or the ability of NSP-Wisconsin 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; uncertainty regarding epidemics, the duration and magnitude of business restrictions including shutdowns (domestically and globally), the potential impact on the workforce, including shortages of employees or third-party contractors due to quarantine policies, vaccination requirements or government restrictions, impacts on the transportation of goods and the generalized impact on the economy; effects of geopolitical events, including war and acts of terrorism; cybersecurity threats and data security breaches; seasonal weather patterns; changes in environmental laws and regulations; climate change and other weather events; natural disaster and resource depletion, including compliance with any accompanying legislative and regulatory changes; costs of potential regulatory penalties and wildfire damages in excess of liability insurance coverage; regulatory changes and/or limitations related to the use of natural gas as an energy source; challenging labor market conditions and our ability to attract and retain a qualified workforce; and our ability to execute on our strategies or achieve expectations related to environmental, social and governance matters including as a result of evolving legal, regulatory and other standards, processes, and assumptions, the pace of scientific and technological developments, increased costs, the availability of requisite financing, and changes in carbon markets.

Table of Contents

PART I — FINANCIAL INFORMATION

ITEM 1 — FINANCIAL STATEMENTS

NSP-WISCONSIN AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(amounts in millions)

	Three Months Ended June 30				Six Months Ended June 30
	Three Months Ended Sept. 30				Nine Months Ended Sept. 30
	2024		2023		2024		2023
Operating revenues
Electric, non-affiliates	$	~~192~~225	$	~~185~~213	$	~~395~~620	$	~~389~~602
Electric, affiliates	5453		5150		~~107~~160		~~101~~151
Natural gas	2117		2415		7592		~~101~~116
Total operating revenues	267		260		577		591
Other	—		1		—		1
Total operating revenues	295		279		872		870
Operating expenses
Electric fuel and purchased power, non-affiliates	3		3		710		710
Purchased power, affiliates	~~102~~109		93109		~~205~~314		~~196~~305
Cost of natural gas sold and transported	76		96		3137		5561
Operating and maintenance expenses	5955		5758		~~115~~170		~~115~~173
Conservation program expenses	3		43		69		710
Depreciation and amortization	4647		4243		91138		83126
Taxes (other than income taxes)	89		98		1726		1725
Total operating expenses	~~228~~232		~~217~~230		~~472~~704		~~480~~710
Operating income	3963		4349		~~105~~168		~~111~~160
Other income, net	13		1		14		12
Allowance for funds used during construction — equity	4		23		711		47
Interest charges and financing costs
Interest charges and other financing costs	1719		1314		3150		2640
Allowance for funds used during construction — debt	(2)		(1)		(35)		(23)
Total interest charges and financing costs	1517		1213		2845		2437
Income before income taxes	2953		3440		85138		92132
Income tax expense	612		89		1931		2130
Net income	$	2341	$	2631	$	66107	$	71102

See Notes to Consolidated Financial Statements

Table of Contents

NSP-WISCONSIN AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(amounts in millions)

	Six Months Ended June 30
	Nine Months Ended Sept. 30
	2024		2023
Operating activities
Net income	$	66107	$	71102
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	92140		84128
Deferred income taxes	5(2)		(617)
Allowance for equity funds used during construction	(711)		(47)
Provision for bad debts	12		23
Changes in operating assets and liabilities:
Accounts receivable	110		1
Accrued unbilled revenues	54		2423
Inventories	(39)		104
Other current assets	—8		928
Accounts payable	1014		~~(17)~~12
Net regulatory assets and liabilities	36		3861
Other current liabilities	112		~~(2)~~3
Pension and other employee benefit obligations	(8)		(2)
Other, net	25		4
Net cash provided by operating activities	~~168~~278		~~212~~343
Investing activities
Capital/construction expenditures	(~~255~~394)		(~~209~~343)
Net cash used in investing activities	(255)		(209)
Investments in utility money pool arrangement	—		(88)
Repayments from utility money pool arrangement	—		88
Net cash used in investing activities	(394)		(343)
Financing activities
Repayments of short-term borrowings, net	(60)		(47)
Borrowings under utility money pool arrangement	170		73
Repayments under utility money pool arrangement	(170)		(73)
Proceeds from long-term debt	394		124
Repayment of long-term debt	(200)		—
Capital contributions from parent	191		4657
Dividends paid to parent	(4472)		(4772)
Net cash provided by financing activities	~~281~~253		7662
Net change in cash, cash equivalents and restricted cash	~~194~~137		7962
Cash, cash equivalents and restricted cash at beginning of period	6		2
Cash, cash equivalents and restricted cash at end of period	$	~~200~~143	$	8164
Supplemental disclosure of cash flow information:
Cash paid for interest (net of amounts capitalized)	$	(2434)	$	(2234)
Cash paid for income taxes, net	(1825)		(2230)
Supplemental disclosure of non-cash investing and financing transactions:
Accrued property, plant and equipment additions	$	3741	$	3531
Inventory transfers to property, plant and equipment	711		5
Allowance for equity funds used during construction	711		47

See Notes to Consolidated Financial Statements

Table of Contents

NSP-WISCONSIN AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

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

	June 30, 2024		Dec. 31, 2023
	Sept. 30, 2024		Dec. 31, 2023
Assets
Current assets
Cash and cash equivalents	$	~~200~~143	$	6
Accounts receivable, net	7969		89
Accrued unbilled revenues	58		63
Inventories	2528		29
Regulatory assets	23		24
Prepaid taxes	2922		28
Prepayments and other	64		6
Total current assets	~~420~~347		245
Property, plant and equipment, net	3,~~439~~553		3,237
Other assets
Regulatory assets	~~176~~172		185
Other	34		3
Total other assets	~~179~~176		188
Total assets	$	4,~~038~~076	$	3,670
Liabilities and Equity
Current liabilities
Current portion of long-term debt	$	—	$	200
Short-term debt	—		60
Accounts payable	7572		64
Accounts payable to affiliates	2427		21
Dividends payable to parent	1716		25
Regulatory liabilities	4248		42
Taxes accrued	1315		16
Accrued interest	1520		13
Other	2328		23
Total current liabilities	~~209~~226		464
Deferred credits and other liabilities
Deferred income taxes	~~341~~338		330
Deferred investment tax credits	54		5
Regulatory liabilities	~~416~~415		407
Customer advances	2730		25
Pension and employee benefit obligations	21		27
Other	3537		35
Total deferred credits and other liabilities	845		829
Commitments and contingencies
Capitalization
Long-term debt	1,405		1,011
Common stock — 1,000,000 shares authorized of $100 par value; 933,000 shares outstanding at June 30, 2024 and Dec. 31, 2023, respectively	93		93
Common stock — 1,000,000 shares authorized of $100 par value; 933,000 shares outstanding at Sept. 30, 2024 and Dec. 31, 2023, respectively	93		93
Additional paid in capital	1,~~026~~033		843
Retained earnings	~~460~~474		430
Total common stockholder's equity	1,~~579~~600		1,366
Total liabilities and equity	$	4,~~038~~076	$	3,670

See Notes to Consolidated Financial Statements

Table of Contents

NSP-WISCONSIN AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDER'S EQUITY (UNAUDITED)

(amounts in millions, except share data)

	Common Stock Issued					Retained Earnings		Total Common Stockholder's Equity
	Shares	Par Value		Additional PaidIn Capital
Three Months Ended June 30, 2024 and 2023
Three Months Ended Sept. 30, 2024 and 2023
Balance at March 31, 2023	933,000	$	93	$	791	$	426	$	1,310
Net income						26		26
Common dividends declared to parent						(25)		(25)
Contribution of capital by parent				15				15
Balance at June 30, 2023	933,000	$	93	$	806	$	427	$	1,326
Balance at March 31, 2024	933,000	$	93	$	938	$	455	$	1,486
Net income						31		31
Net income						23		23
Common dividends declared to parent						(24)		(24)
Common dividends declared to parent						(18)		(18)
Contribution of capital by parent				14				14
Contribution of capital by parent				88				88
Balance at Sept. 30, 2023	933,000	$	93	$	820	$	434	$	1,347
Balance at June 30, 2024	933,000	$	93	$	1,026	$	460	$	1,579
Net income						41		41
Common dividends declared to parent						(27)		(27)
Contribution of capital by parent				7				7
Balance at Sept. 30, 2024	933,000	$	93	$	1,033	$	474	$	1,600

	Common Stock Issued					Retained Earnings		Total Common Stockholder's Equity
	Shares	Par Value		Additional PaidIn Capital
Six Months Ended June 30, 2024 and 2023
Nine Months Ended Sept. 30, 2024 and 2023
Balance at Dec. 31, 2022	933,000	$	93	$	761	$	405	$	1,259
Net income						71102		71102
Common dividends declared to parent						(4973)		(4973)
Contribution of capital by parent				4559				4559
Balance at June 30, 2023	933,000	$	93	$	806	$	427	$	1,326
Balance at Sept. 30, 2023	933,000	$	93	$	820	$	434	$	1,347
Balance at Dec. 31, 2023	933,000	$	93	$	843	$	430	$	1,366
Net income						66107		66107
Common dividends declared to parent						(3663)		(3663)
Contribution of capital by parent				~~183~~190				~~183~~190
Balance at June 30, 2024	933,000	$	93	$	1,026	$	460	$	1,579
Balance at Sept. 30, 2024	933,000	$	93	$	1,033	$	474	$	1,600
See Notes to Consolidated Financial Statements

Table of Contents

NSP-WISCONSIN AND SUBSIDIARIES

Notes to Consolidated Financial Statements (UNAUDITED)

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly, in accordance with GAAP, the financial position of NSP-Wisconsin and its subsidiaries as of ~~June~~Sept. 30, 2024 and Dec. 31, 2023; the results of NSP-Wisconsin's operations, including the components of net income and changes in stockholder's equity for the three and ~~six~~nine months ended ~~June~~Sept. 30, 2024 and 2023; and NSP-Wisconsin’s cash flows for the ~~six~~nine months ended ~~June~~Sept. 30, 2024 and 2023.

All adjustments are of a normal, recurring nature, except as otherwise disclosed. Management has also evaluated the impact of events occurring after ~~June~~Sept. 30, 2024 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, 2023 balance sheet information has been derived from the audited 2023 consolidated financial statements included in the NSP-Wisconsin Annual Report on Form 10-K for the year ended Dec. 31, 2023.

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, 2023, filed with the SEC on Feb. 21, 2024. 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, 2023 appropriately represent, in all material respects, the current status of accounting policies and are incorporated herein by reference.


2. Accounting Pronouncements

Recently Issued

Segment Reporting — In November 2023, the FASB issued ASU 2023-07 – Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures, which extends the existing requirements for annual disclosures to quarterly periods, and requires that both annual and quarterly disclosures present segment expenses using line items consistent with information regularly provided to the chief operating decision maker. The ASU is effective for annual periods beginning after Dec. 15, 2023 and quarterly periods beginning after Dec. 15, 2024, and NSP-Wisconsin does not expect implementation of the new disclosure guidance to have a material impact to its consolidated financial statements.

Income Taxes — In December 2023, the FASB issued ASU 2023-09 – Income Taxes (Topic 740) – Improvements to Income Tax Disclosures, with new disclosure requirements including presentation of prescribed line items in the effective tax rate reconciliation and disclosures regarding state and local tax payments. The ASU is effective for annual periods beginning after Dec. 15, 2024, and NSP-Wisconsin does not expect implementation of the new disclosure guidance to have a material impact to its consolidated financial statements.

Climate-Related Disclosures — In March 2024, the SEC issued Final Rule 33-11275 – The Enhancement and Standardization of Climate-Related Disclosures for Investors. This rule requires registrants to provide standardized disclosures in Form 10-K related to climate-related risks, Scope 1 and 2 greenhouse gas emissions, as well as to include in a footnote to the consolidated financial statements the financial impact of severe weather events and other natural conditions. The rule requires implementation in phases between 2025 and 2033. In April 2024, the SEC announced that it would voluntarily stay its final climate disclosure rules pending judicial review. NSP-Wisconsin does not expect implementation of the new guidance to have a material impact on the consolidated financial statements.

3. Selected Balance Sheet Data

(Millions of dollars)	~~June~~Sept. 30, 2024		Dec. 31, 2023
Accounts receivable, net
Accounts receivable	$	8676	$	98
Less allowance for bad debts	(7)		(9)
Accounts receivable, net	$	7969	$	89

(Millions of dollars)	~~June~~Sept. 30, 2024		Dec. 31, 2023
Inventories
Materials and supplies	$	1213	$	11
Fuel	109		10
Natural gas	36		8
Total inventories	$	2528	$	29

(Millions of dollars)

~~June~~Sept. 30, 2024

Dec. 31, 2023

Property, plant and equipment, net

Electric plant

34,~~971~~043

3,845

Natural gas plant

~~517~~532

502

Common and other property

~~292~~296

278

Construction work in progress

~~346~~382

252

Total property, plant and equipment

5,~~126~~253

4,877

Less accumulated depreciation

(1,~~687~~700)

(1,640)

Property, plant and equipment, net

3,~~439~~553

3,237


4. Borrowings and Other Financing Instruments

Short-Term Borrowings

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

Money Pool — Xcel Energy Inc. and its utility subsidiaries have established a money pool arrangement that allows for short-term investments in and borrowings between the utility subsidiaries. Xcel Energy Inc. may make investments in the utility subsidiaries at market-based interest rates; however, the money pool arrangement does not allow the utility subsidiaries to make investments in Xcel Energy Inc.

Table of Contents

Money pool borrowings:

(Amounts in Millions, Except Interest Rates)	Three Months Ended ~~June~~Sept. 30, 2024			Year Ended Dec. 31, 2023
Borrowing limit	$	150		$	150
Amount outstanding at period end	—			—
Average amount outstanding	5—			6
Maximum amount outstanding	38—			43
Weighted average interest rate, computed on a daily basis	~~5.33~~N/A		%	4.98%		%
Weighted average interest rate at period end	N/A			N/A

Commercial Paper — Commercial paper outstanding:

(Amounts in Millions, Except Interest Rates)	Three Months Ended ~~June~~Sept. 30, 2024		Year Ended Dec. 31, 2023
Borrowing limit	$	150	$	150
Amount outstanding at period end	—		60
Average amount outstanding	—		15
Maximum amount outstanding	N/A		93
Weighted average interest rate, computed on a daily basis	N/A		4.85%		%
Weighted average interest rate at period end	N/A		5.50

Letters of Credit — NSP-Wisconsin uses letters of credit, generally with terms of one year, to provide financial guarantees for certain obligations. At both ~~June~~Sept. 30, 2024 and Dec. 31, 2023, there were immaterial letters of credit outstanding under the credit facility.

Revolving Credit Facility — In order to issue its commercial paper, NSP-Wisconsin must have a revolving credit facility equal to or greater than the commercial paper borrowing limit and cannot issue commercial paper exceeding available capacity under this credit facility. The credit facility provides short-term financing in the form of notes payable to banks, letters of credit and back-up support for commercial paper borrowings.

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 ~~June~~Sept. 30, 2024, NSP-Wisconsin had the following committed revolving credit facility available (in millions of dollars):


Credit Facility (a)		Outstanding (b)		Available
$	150	$	—	$	150

(a)Expires in September 2027.

(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 no direct advances on the credit facility outstanding at ~~June~~Sept. 30, 2024 and Dec. 31, 2023.

Other Short-Term Borrowings — Clearwater Investments, Inc., a NSP-Wisconsin subsidiary, had an immaterial note payable to Xcel Energy Inc. as of ~~June~~Sept. 30, 2024 and Dec. 31, 2023.

Long-Term Borrowings

During the ~~six~~nine months ended ~~June~~September 30, 2024, NSP-Wisconsin issued $400 million of 5.65% First Mortgage Bonds due June 15, 2054.

5. Revenues

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

	Three Months EndedJune 30, 2024
	Three Months EndedSept. 30, 2024
(Millions of Dollars)	Electric		Natural Gas		Total
Major revenue types
Revenue from contracts with customers:
Residential	$	6681	$	128	$	7889
C&I	~~119~~138		86		~~127~~144
Other	12		—		12
Total retail	~~186~~221		2014		~~206~~235
Interchange and other	5854		12		5956
Total revenue from contracts with customers	~~244~~275		2116		~~265~~291
Alternative revenue and other	23		—1		24
Total revenues	$	~~246~~278	$	2117	$	~~267~~295

	Three Months EndedJune 30, 2023
	Three Months EndedSept. 30, 2023
(Millions of Dollars)	Electric		Natural Gas		All Other		Total
Major revenue types
Revenue from contracts with customers:
Residential	$	6879	$	138	$	—	$	8187
C&I	~~122~~136		95		—		~~131~~141
Other	2		—		1		23
Total retail	~~192~~217		2213		1		~~214~~231
Interchange and other	4143		—1		—		4144
Total revenue from contracts with customers	~~233~~260		2214		1		~~255~~275
Alternative revenue and other	3		21		—		54
Total revenues	$	~~236~~263	$	2415	$	1	$	~~260~~279

Six Months EndedJune 30, 2024

Nine Months EndedSept. 30, 2024

(Millions of Dollars)

Electric

Natural Gas

Total

Major revenue types

Revenue from contracts with customers:

Residential

~~143~~224

4250

~~185~~274

C&I

~~237~~375

3036

~~267~~411

Other

—

Total retail

~~383~~604

7286

~~455~~690

Interchange and other

~~113~~167

~~115~~171

Total revenue from contracts with customers

~~496~~771

7490

~~570~~861

Alternative revenue and other

711

Total revenues

~~502~~780

7592

~~577~~872

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	Six Months EndedJune 30, 2023
	Nine Months EndedSept. 30, 2023
(Millions of Dollars)	Electric		Natural Gas		All Other		Total
Major revenue types
Revenue from contracts with customers:
Residential	$	~~150~~229	$	5462	$	—	$	~~204~~291
C&I	~~242~~378		4348		—		~~285~~426
Other	46		—		1		47
Total retail	~~396~~613		97110		1		~~493~~724
Interchange and other	88131		12		—		89133
Total revenue from contracts with customers	~~484~~744		98112		1		~~582~~857
Alternative revenue and other	69		34		—		913
Total revenues	$	~~490~~753	$	~~101~~116	$	1	$	~~591~~870


6. Income Taxes

Reconciliation between the statutory rate and effective tax rate:

	Six Months Ended June 30
	Nine Months Ended Sept. 30
	2024		2023
Federal statutory rate	21.0	%	21.0	%
State tax (net of federal tax effect)	6.2		6.2
Decreases:
Plant regulatory differences (a)	(4.5)		(3.54)
Other, net	(0.32)		(01.91)
Effective income tax rate	22.45	%	22.87	%

(a)Plant regulatory differences primarily relate to the credit of excess deferred taxes to customers. Income tax benefits associated with the credit are offset by corresponding revenue reductions.


7. Fair Value of Financial Assets and Liabilities

Fair Value Measurements

Accounting guidance for fair value measurements and disclosures provides a hierarchical framework for disclosing the observability of the inputs utilized in measuring assets and liabilities 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 actively traded instruments with observable actual trading prices.

•Level 2 — Pricing inputs are other than actual trading 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 include those valued with models requiring significant judgment or estimation.

Specific valuation methods include:

Commodity Derivatives — Methods used to measure the fair value of commodity derivative forwards and options utilize forward prices and volatilities, as well as pricing adjustments for specific delivery locations, and are generally assigned a Level 2 classification. When contracts relate to inactive delivery locations or extend to periods beyond those readily observable on active exchanges, the significance of the use of less observable inputs on a valuation is evaluated, and may result in Level 3 classification.

Derivative Activities and Fair Value Measurements

NSP-Wisconsin enters into derivative instruments, including forward contracts, futures, swaps and options, to manage risk in connection with changes in utility commodity prices. As of Sept. 30, 2024, the gross notional amount of options for NSP-Wisconsin was immaterial.

Commodity Derivatives — NSP-Wisconsin enters into derivative instruments to manage variability of future cash flows from changes in commodity prices in its electric and natural gas operations. This could include the purchase or sale of natural gas to generate electric energy and natural gas for resale.

As of ~~June~~Sept. 30, 2024, NSP-Wisconsin had no commodity contracts designated as cash flow hedges.

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 on the consolidated balance sheets.

Recurring Derivative Fair Value Measurements — Changes in the fair value of natural gas commodity derivatives resulted in immaterial net gains for the three and nine months ended Sept. 30, 2024 and 2023, which were recognized as regulatory assets and liabilities. The classification as a regulatory asset or liability is based on commission approved regulatory recovery mechanisms.

~~Impact~~During the three and nine months ended Sept. 30, 2024 and 2023, an immaterial amount of ~~derivative~~pre-tax ~~activity:~~losses were recognized during the period related to option premium amortization.

~~Changes~~NSP-Wisconsin inhad ~~the~~immaterial ~~fair~~outstanding ~~value~~derivative ofassets ~~natural~~or ~~gas~~liabilities ~~commodity~~measured ~~derivatives~~at ~~resulted~~fair invalue ~~immaterial~~as ~~net~~of ~~gains~~Sept. ~~for the three and six months ended June~~ 30, 2024 and ~~2023~~Dec. 31, ~~which were recognized as regulatory assets and liabilities~~2023. ~~The classification as a regulatory asset or liability is based on commission approved regulatory recovery mechanisms.~~

During the three and six months ended June 30, 2024 and 2023, an immaterial amount, of pre-tax losses were recognized during the period related to option premium amortization.

NSP-Wisconsin had immaterial outstanding derivative assets or liabilities measured at fair value as of June 30, 2024 and Dec. 31, 2023.

Fair Value of Long-Term Debt

As of ~~June~~Sept. 30, 2024, other financial instruments for which the carrying amount did not equal fair value:

June 30, 2024

Dec. 31, 2023

Sept. 30, 2024

Dec. 31, 2023

(Millions of Dollars)

Carrying Amount

Fair Value

Carrying Amount

Fair Value

Long-term debt, including current portion

1,405

1,~~306~~373

1,211

1,117

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 ~~June~~Sept. 30, 2024 and Dec. 31, 2023, and given the observability of the inputs, fair values presented for long-term debt were assigned as Level 2.

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8. Benefit Plans and Other Postretirement Benefits

Components of Net Periodic Benefit Cost

	Three Months Ended June 30
	Three Months Ended Sept. 30
	2024		2023
(Millions of Dollars)	Pension Benefits
Service cost	$	1	$	1
Interest cost (a)	1		2
Expected return on plan assets (a)	(2)		(2)
Amortization of net loss (a)	1		—
Net periodic benefit cost	—		1
Settlement charge (b)	5		—
Net benefit cost recognized for financial reporting	$	—	$	1
Net periodic benefit cost	6		1
Effects of regulation	(2)		—
Net benefit cost recognized for financial reporting	$	4	$	1

	Six Months Ended June 30
	Nine Months Ended Sept. 30
	2024		2023
(Millions of Dollars)	Pension Benefits
Service cost	$	23	$	23
Interest cost (a)	34		35
Expected return on plan assets (a)	(46)		(46)
Amortization of net loss (a)	1		1
Settlement charge (b)	5		—
Net periodic benefit cost	7		23
Effects of regulation	(2)		—
Net benefit cost recognized for financial reporting	$	5	$	23

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

(b)A settlement charge is required when the amount of 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 ~~second~~nine ~~quarter~~months ofended Sept. 30, 2024, as a result of lump-sum distributions during the 2024 plan year, NSP-Wisconsin recorded a pension settlement charge of $5 million, of which $1 million was recognized in the consolidated statement of income after considering the effects of regulation for the nine months ended Sept. 30, 2024.

In January 2024, contributions totaling $100 million were made across Xcel Energy’s pension plans, of which $7 million was attributable to NSP-Wisconsin. Xcel Energy does not expect additional pension contributions during 2024.

9. Commitments and Contingencies

Legal

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, 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 consolidated financial statements. Legal fees are generally 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 involving multiple plaintiffs 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.

One case remains active which includes a multi-district litigation matter consisting of a Wisconsin purported class (Arandell Corp.). The Court issued a ruling in June 2022 granting plaintiffs’ class certification. In April 2023, the Seventh Circuit Court of Appeals heard the defendants’ appeal challenging whether the district court properly assessed class certification. A decision relating to class certification is expected imminently. Xcel Energy considers the reasonably possible loss associated with this litigation to be immaterial.

Rate Matters

NSP-Wisconsin is involved in various regulatory proceedings arising in the ordinary course of business. Until resolution, typically in the form of a rate order, uncertainties may exist regarding the ultimate rate treatment for certain activities and transactions. Amounts have been recognized for probable and reasonably estimable losses that may result. Unless otherwise disclosed, any reasonably possible range of loss in excess of any recognized amount is not expected to have a material effect on the financial statements.

Environmental

New and changing federal and state environmental mandates can create financial obligations for NSP-Wisconsin, which are normally recovered through the regulated rate process.

Site Remediation

Various federal and state environmental laws impose liability where hazardous substances or other regulated materials have been released to the environment. NSP-Wisconsin may sometimes pay all or a portion of the cost to remediate sites where past activities of their predecessors or other parties have caused environmental contamination.

Environmental contingencies could arise from various situations, including sites of former MGPs; and third-party sites, such as landfills, for which NSP-Wisconsin is alleged to have sent wastes to that site.

MGP, Landfill and Disposal Sites

NSP-Wisconsin is investigating, remediating or performing post-closure actions at one MGP, landfill or other disposal sites across its service territories.

NSP-Wisconsin has recognized approximately $12 million of costs/liabilities for resolution of these issues; however, the final outcomes and timing are unknown. In addition, there may be regulatory recovery, insurance recovery and/or recovery from other potentially responsible parties, offsetting a portion of costs incurred.

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Water and Waste

Coal Ash Regulation — NSP-Wisconsin is subject to the CCR Rule, which imposes requirements for handling, storage, treatment and disposal of coal ash and other solid waste.

In May 2024, final amendments to the CCR Rule were published., ~~These~~widening its scope to include legacy CCR surface impoundments at inactive facilities and previously exempt areas where CCR was placed directly on land at CCR-regulated facilities, including areas of beneficial use.

As a ~~specific~~ requirement of the CCR Rule, utilities must complete facility evaluations and groundwater sampling around their subject landfills, surface impoundments and certain other areas where coal ash was placed on land~~, as well as perform corrective actions where offsite groundwater has been impacted~~.

If certain impacts to groundwater are detected, utilities may be required to perform additional groundwater investigations and/or perform corrective actions, typically beginning with an Assessment of Corrective Measures.

NSP-Wisconsin expects to incur nominal expenses for investigations through 2028 to perform required reporting and assess whether corrective actions are necessary. Asset retirement obligations have been recorded for each of these activities, and amounts are expected to be recoverable through regulatory mechanisms.

NSP-Wisconsin continues to evaluate the 2024 updates to the CCR rule, the interpretations of those updates and how they will apply to specific sites. Assessment of the recent updates to the CCR Rule and corresponding site investigation activities may result in updates to estimated costs as well as identification of additional required corrective actions.

Clean Water Act Section 316(b) — The Federal Clean Water Act requires the EPA to regulate cooling water intake structures to assure they reflect the best technology available for minimizing impingement and entrainment of aquatic species.

NSP-Wisconsin estimates capital expenditures of approximately $5 million may be required to comply with the requirements. NSP-Wisconsin believes two plants could be required to make improvements to reduce impingement and entrainment. NSP-Wisconsin anticipates these costs will be recoverable through regulatory mechanisms.

Air

Clean Air Act NOx Allowance Allocations — In June 2023, the EPA published final regulations for ozone under the "“Good Neighbor"” provisions of the Clean Air Act. The final rule applies to generation facilities in Wisconsin, as well as other states outside of our service territory. The rule establishes an allowance trading program for NOx that will impact NSP-Wisconsin’s fossil fuel-fired electric generating facilities. Subject facilities will have to secure additional allowances, install NOx controls and/or develop a strategy of operations that utilizes the existing allowance allocations. ~~Guidelines are also established for allowance banking and emission limit backstops.~~

While the financial impacts of the final rule are uncertain and dependent on market forces and anticipated generation, NSP-Wisconsin ~~has~~anticipates ~~managed~~the ~~without~~annual ~~additional~~costs ~~need~~could ~~for~~be ~~allowances~~significant, ~~and~~but ~~anticipates the costs~~ would be recoverable through regulatory mechanisms.

In June 2024, the U.S. Supreme Court issued an order granting a stay of the final rule. ~~NSP-Wisconsin~~In isresponse, ~~assessing~~the ~~implementation~~EPA has communicated intent to issue an administrative stay of the ~~stay~~rule ~~order~~nationwide. Depending on the outcomes of the underlying legal challenges, the regulation may become applicable in ~~Wisconsin~~the future.

10. Segment Information

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.

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 that would be 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:

	Three Months Ended June 30
	Three Months Ended Sept. 30
(Millions of Dollars)	2024		2023
Regulated Electric
Total revenues (a)	$	~~246~~278	$	~~236~~263
Net income	2343		3032
Regulated Natural Gas
Total revenues	$	2117	$	2415
Net loss	(24)		(3)
All Other
Net income	$	2	$	(1)
Total revenues	$	—	$	1
Net income	$	2	$	2
Consolidated Total
Total revenues (a)	$	~~267~~295	$	~~260~~279
Net income	2341		2631

(a)Total revenues include $5453 million and $5150 million of affiliate electric revenue for the three months ended ~~June~~Sept. 30, 2024 and 2023, respectively.

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	Six Months Ended June 30
	Nine Months Ended Sept. 30
(Millions of Dollars)	2024		2023
Regulated Electric
Total revenues (a)	$	~~502~~780	$	~~490~~753
Net income	5699		6395
Regulated Natural Gas
Operating revenues	$	7592	$	~~101~~116
Intersegment revenue	—		1
Total revenues	$	7592	$	~~102~~117
Net income	84		85
All Other
Net income	$	2	$	—
Total revenues	$	—	$	1
Net income	$	4	$	2
Consolidated Total
Total revenues	$	577	$	592
Total revenues (a)	$	872	$	871
Reconciling eliminations	—		(1)
Total operating revenues (a)	$	577	$	591
Total operating revenues	$	872	$	870
Net income	66107		71102

(a)Total revenues include $~~107~~160 million and $~~101~~151 million of affiliate electric revenue for the ~~six~~nine months ended ~~June~~Sept. 30, 2024 and 2023, 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 Instruction 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 ongoing earnings. Generally, a non-GAAP financial measure is a measure of a company’s financial performance, financial position or cash flows that adjusts 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 to the Board of Directors, 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.

Earnings Adjusted for Certain Items (Ongoing Earnings)

Ongoing earnings reflect adjustments to GAAP earnings (net income) for certain items.

We use this non-GAAP financial measure to evaluate and provide details of NSP-Wisconsin’s core earnings and underlying performance. We believe this measurement is useful to investors to evaluate the actual and projected financial performance and contribution of NSP-Wisconsin. For the three and ~~six~~nine months ended ~~June~~Sept. 30, 2024 and 2023, there were no such adjustments to GAAP earnings and therefore GAAP earnings equal ongoing earnings.

Results of Operations

NSP-Wisconsin's net income was $66107 million and $71102 million for the ~~six~~nine months ended ~~June~~Sept. 30, 2024 and 2023. Year -to -date earnings reflect ~~increased~~the ~~depreciation~~impact ~~expenses~~of ~~and~~electric ~~interest~~infrastructure ~~charges~~investment ~~as well as unfavorable weather~~recovery, partially offset by ~~regulatory~~higher ~~rate~~depreciation ~~outcomes~~and interest expense.

Electric Revenue

Electric revenues are impacted by fluctuations in the price of natural gas, coal and uranium, regulatory outcomes, market prices and seasonality.

(Millions of Dollars)	~~Six~~Nine Months Ended ~~June~~Sept. 30, 2024 vs. 2023
Regulatory rate outcomes	$	1421
Interchange agreement revenue from NSP-Minnesota	610
Recovery of higher electric fuel and purchased power expenses	56
Sales and demand	(7)
Estimated impact of weather	(6)
Sales and demand	(5)
Other, net	3
Other, net	(2)
Total increase	$	27
Total increase	$	12

Natural Gas Revenues

Natural gas revenues vary with changing sales and the cost of natural gas and regulatory outcomes.

(Millions of Dollars)	~~Six~~Nine Months Ended ~~June~~Sept. 30, 2024 vs. 2023
Recovery of lower cost of natural gas	(24)
Estimated impact of weather	(4)
Other, net	2
Regulatory rate outcomes	$	4
Total decrease	$	(2624)

Electric Fuel and Purchased Power (affiliate and non-affiliate) — Expenses incurred for electric fuel and purchased power are impacted by fluctuations in market prices of natural gas, coal and uranium, asseasonality ~~well~~and asNSP-Wisconsin's ~~seasonality~~share of integrated NSP System charges through interchange agreement billings. These incurred expenses are generally recovered through various regulatory recovery mechanisms. As a result, changes in these expenses are largely offset in operating revenues and have minimal earnings impact.

Electric fuel and purchased power expenses increased $9 million year to date related to interchange agreement billings with NSP-Minnesota, partially offset by decreased volumes.

Cost of Natural Gas Sold and Transported — Expenses incurred for the cost of natural gas sold are impacted by market prices and seasonality. These costs are generally recovered through various regulatory recovery mechanisms. As a result, changes in these expenses are largely offset in operating revenues and have minimal earnings impact.

Natural gas sold and transported decreased $24 million year to date. The decrease is primarily due to lower commodity prices.

Non-Fuel Operating Expenses and Other Items

Depreciation and Amortization — Depreciation and amortization increased $812 million year to date, primarily due to system expansion.

Interest Charges — Interest charges increased $5 10 million year to date. primarily due to increased long-term debt levels and interest rates.

Public Utility Regulation and Other

The FERC and various state and local regulatory commissions regulate NSP-Wisconsin. The electric and natural gas rates charged to customers of NSP-Wisconsin are approved by the FERC or the regulatory commissions in the states in which it operates.

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Public Utility Regulation and Other

Rates are designed to recover plant investment, operating costs and an allowed return on investment. NSP-Wisconsin requests changes in utility rates through commission filings.

Changes in operating costs can affect NSP-Wisconsin’s financial results, depending on the timing of rate case filings and implementation of final rates. Other factors affecting rate filings are new investments, sales, conservation and demand side management efforts, and the cost of capital. In addition, the regulatory commissions authorize the ROE, capital structure and depreciation rates in rate proceedings. Decisions by these regulators can significantly impact NSP-Wisconsin’s results of operations.

Except to the extent noted below, the circumstances set forth in Public Utility Regulation included in Item 7 of NSP-Wisconsin’s Annual Report on Form 10-K for the year ended Dec. 31, 2023 appropriately represent, in all material respects, the current status of public utility regulation and are incorporated herein by reference.

Pending Regulatory Proceedings

Michigan Electric Rate Case — In July 2024, NSP-Wisconsin filed a Michigan electric rate case, seeking a $2.9 million (16.7%) rate increase for 2025, based on a ROE of 10.0% and an equity ratio of 52%. In addition, NSP-Wisconsin proposed an Investment Recovery Mechanism which would result in increases of $2.0 million (9.8%) in 2026 and $0.8 million (3.7%) in 2027 for recovery of costs associated with distribution and generation investment. ~~A decision is expected in the first half of 2025.~~

~~Wisconsin~~Procedural 2025 Stay-Out Proposal — In June 2024, NSP-Wisconsin filed a 2025 stay-out proposal with the PSCW. The filing proposes to offset $28 million and $3 million of the Company’s forecasted 2025 electric and natural gas revenue deficiency, respectively, by amortizing IRA deferrals, stopping a deferral related to IRA benefits ordered in a previous rate case, and deferring revenue requirement impacts of two gas capital projects. The Company expects to have a Commission decision before year-end 2024. schedule:

~~NSP-System~~•Rebuttal testimony: Nov. 19, 2024

~~2022~~•Hearing: ~~Upper~~Dec. ~~Midwest IRP Resource Acquisition — NSP~~3-~~Minnesota~~5, ~~and NSP-Wisconsin have been engaged in multiple resource acquisition processes and proceedings to meet the need identified in the approved Upper Midwest IRP.~~ 2024

~~•In~~A ~~the~~decision ~~second~~is ~~quarter~~expected ofin ~~2023, NSP-Minnesota initiated~~ the ~~process~~first ~~with~~half ~~the MPUC for acquisition~~ of 800 MW of firm dispatchable resources. In January 2024, NSP-Minnesota and other companies submitted proposed resources and filed for project approval with the MPUC. NSP-Minnesota expects a decision by the second quarter of 2025.

•Wisconsin 2025 Stay-Out Proposal — In ~~July~~June ~~2023~~2024, NSP-Wisconsin ~~issued~~filed ana ~~RFP~~2025 ~~seeking~~stay-out ~~650~~proposal MWwith the PSCW. The filing proposes to offset 2025 revenue deficiencies of ~~solar~~$28 ~~and/or~~million ~~solar~~for ~~plus~~electric ~~storage~~and ~~development~~$3 ~~assets~~million tofor ~~replace~~natural ~~the~~gas, ~~capacity~~by ~~from~~amortizing ~~the~~IRA ~~retiring~~deferrals, ~~King~~stopping ~~Generating~~a ~~Station.~~deferral ~~NSP-Wisconsin~~related ~~did~~to ~~not~~IRA ~~accept~~benefits ~~any~~ordered ~~bids~~in ~~from~~a ~~the~~previous ~~RFP~~rate case, and ~~continues~~deferring torevenue ~~pursue~~requirement impacts of two natural gas capital projects. toNSP-Wisconsin ~~meet~~expects ~~this~~to ~~capacity~~have ~~need,~~a ~~including~~PSCW ~~through~~decision ~~the~~by ~~July~~year-end 2024 ~~RFP~~.

NSP System

2022 Upper Midwest IRP Resource Acquisition — NSP-Minnesota and NSP-Wisconsin are actively engaged in multiple processes and proceedings to acquire resources to meet their identified generation resource needs.

•In the second quarter of 2023, NSP-Minnesota initiated the process with the MPUC for acquisition of firm dispatchable resources. In October 2024, a settlement was reached with various parties, pending MPUC approval. See below for more details.

•In October 2023, NSP-Minnesota issued an RFP seeking 1,200 MW of wind assets to replace capacity and reutilize interconnection rights associated with the retiring Sherco coal facilities. The RFP closed in December 2023. NSP-Minnesota expects to file for approval of recommended projects by the fourth quarter of 2024.

•In ~~June and July~~ 2024, ~~respectively,~~ NSP-Minnesota and NSP-Wisconsin each issued an RFP collectively seeking up to 1,600 MW of wind, solar, storage or hybrid resources to interconnect to the NSP System., ~~Among~~including ~~other~~reutilization ~~things,~~of the ~~RFP~~interconnection ~~will~~rights ~~seek~~associated with the retiring Sherco coal units, and 650 MW of solar and storage resources to specifically reutilize the interconnection rights associated with the retiring ~~Sherco and~~ King coal ~~units in NSP-Minnesota~~unit. ~~Dependent~~Bids onare ~~the~~currently ~~proposals~~under ~~received,~~evaluation; NSP-Minnesota orand NSP-Wisconsin expect to announce short listed projects in December 2024 and plan to file for the requisite approvals of the selected resources with the MPUC and PSCW, respectively, in the second quarter of 2025.

2024 Upper Midwest Resource Plan -— In February 2024, NSP filed its Upper Midwest Resource Plan with the MPUC. In October 2024, NSP-Minnesota filed a settlement with several parties reaching agreement on the targeted resource additions for the 5-year Action Plan and the process under which ~~included~~those resources will be secured, as well as the ~~following~~proposed ~~key~~projects ~~items:~~to be approved in the pending 800 MW firm dispatchable resource acquisition.

~~•Reduced~~NSP-Minnesota ~~carbon~~anticipates ~~emissions~~a byMPUC ~~more~~decision ~~than~~in ~~80%,~~2025 ~~potentially~~and upwill tofile ~~88%,~~a byRFP ~~2030~~for remaining resource needs upon approval. The settlement included the following key items:

•~~Extends~~The ~~the~~selection ~~operation~~ of ~~Prairie~~the ~~Island~~company-owned ~~and~~420 ~~Monticello~~MW ~~through~~Lyon ~~the~~County ~~early~~combustion ~~2050s~~turbine.

•~~Adds~~The ~~3,600~~selection ~~MWs~~ of ~~new~~the ~~wind~~company-owned ~~and~~300 ~~solar~~MW ~~resources~~4-hour bySherco ~~2030.~~battery energy storage system.

•~~Adds~~Multiple ~~600~~PPAs ~~MWs~~to ofproceed ~~battery~~to ~~energy~~the ~~storage~~negotiation ~~by 2030~~stage.

•~~Adds~~3,200 ~~more~~MW ~~than~~of 2wind,~~200~~ ~~MWs~~400 MW of ~~dispatchable~~solar ~~resources~~and by600 MW of stand-alone storage to be added through 2030 based on an RFP process (a portion of which is expected to be fulfilled with the resources acquired as part of the June and July 2024 RFPs). Of these amounts, approximately 2,800 MW of wind are projected to utilize the Minnesota Energy Connection transmission line.

~~These~~•Planned ~~proposed~~life ~~resources~~extensions ~~are~~of ~~in addition to projects already approved by~~ the ~~MPUC.~~Prairie ~~NSP-Minnesota~~Island ~~anticipates a MPUC decision in 2025~~ and ~~will~~Monticello ~~file~~nuclear ~~related~~plants ~~RFPs~~through ~~upon~~the ~~approval~~early 2050s.

Other

Supply Chain

NSP-Wisconsin’s ability to meet customer energy requirements, respond to storm-related disruptions and execute our capital expenditure program are dependent on maintaining an efficient supply chain. Manufacturing processes have experienced disruptions related to scarcity of certain raw materials and interruptions in production and shipping. These disruptions have been further exacerbated by inflationary pressures, labor shortages and the impact of international conflicts/issues. NSP-Wisconsin continues to monitor the situation as it remains fluid and seeks to mitigate the impacts by securing alternative suppliers, modifying design standards, and adjusting the timing of work.

Large global demand for energy-related infrastructure (renewables and gas generation, data centers, etc.) has stretched equipment supply chains, extended delivery dates and increased prices for items like combustion turbines, transformers and other large electrical equipment. The labor market for skilled engineering and construction resources to build renewables and gas generation has also been strained, impacting cost and availability.

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Environmental Regulation

Clean Air Act

Power Plant Greenhouse Gas Regulations — In April 2024, the EPA published final rules addressing control of CO2 emissions from the power sector. The rules regulate new natural gas generating units and emission guidelines for existing coal and certain natural gas generation. The rules create subcategories of coal units based on planned retirement date and subcategories of natural gas combustion turbines and combined cycle units based on utilization. The CO2 control requirements vary by subcategory. Based on current estimates and assumptions, NSP-Wisconsin has determined that there is minimal financial or operational impact associated with these requirements.

Waste-to-Energy Air Regulations — In January 2024, the EPA proposed air regulations addressing new and existing large municipal waste combustors. The proposed rules lower current emission standards for certain pollutants and would require installation of new pollution controls and/or more intense use of existing pollution controls at French Island Generating Station. Until final rules are issued, it is not certain what the impact will be on NSP-Wisconsin. NSP-Wisconsin believes that the cost of these initiatives or replacement generation would be recoverable through rates based on prior state commission practices.

Emerging Contaminants of Concern

PFAS are man-made chemicals that are widely used in consumer products and can persist and bio-accumulate in the environment. NSP-Wisconsin does not manufacture PFAS, but because PFAS are so ubiquitous in products and the environment, it may impact our operations.

In ~~September~~June ~~2022~~2024, the EPA ~~proposed~~finalized toa ~~designate~~rule ~~two~~that ~~types~~designated ofcertain PFAS as “hazardous substances” under ~~the~~ CERCLA. In July 2024, the EPA’s ~~final~~finalized another rule ~~went~~that ~~into~~set ~~effect~~enforceable drinking water standards for certain PFAS.

InPotential ~~March~~costs ~~2023,~~for ~~the~~these ~~EPA~~rules ~~published~~and aany additional proposed ~~rule~~regulations ~~that~~related ~~would~~to ~~establish~~PFAS ~~enforceable~~are ~~drinking~~uncertain ~~water~~and ~~standards~~will ~~for~~be ~~certain~~determined ~~PFAS~~on ~~chemicals~~a site specific basis where applicable. InIf ~~June~~costs ~~2024~~are incurred, NSP-Wisconsin believes the ~~EPA’s~~costs ~~final~~will ~~rule~~be ~~went~~recoverable ~~into~~through ~~effect~~rates based on prior state commission practices.

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In February 2024, the EPA proposed to change the Resource Conservation and Recovery Act by adding nine PFAS to its list of hazardous constituents.

Potential costs are uncertain and will be determined on a site specific basis where applicable. If costs are incurred, NSP-Wisconsin believes the costs will be recoverable through rates based on prior state commission practices.


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 ~~June~~Sept. 30, 2024, 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 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

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 consolidated financial statements. Legal fees are generally 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, 2023, which is incorporated herein by reference. There have been no material changes from the risk factors previously disclosed in the Form 10-K.


ITEM 5 — OTHER INFORMATION

None of the Company’s directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended ~~June~~Sept. 30, 2024.

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ITEM 6 — EXHIBITS

* Indicates incorporation by reference

Exhibit Number	Description	Report or Registration Statement	Exhibit Reference
3.01*	Amended and Restated Articles of Incorporation of NSP-Wisconsin, dated May 28, 1998	NSP-Wisconsin Form S-4 dated Jan. 21, 2004	3.01
3.02*	Amended and Restated Bylaws of NSP-Wisconsin, dated Jan. 25, 2019	NSP-Wisconsin Form 10-K for the year ended Dec. 31, 2018	3.02
4.01*	Supplemental Indenture dated as of May 13, 2024 between Northern States Power Company and U.S. Bank Trust Company, National Association, as successor Trustee, creating $400 million principal amount of 5.65% First Mortgage Bonds, Series due June 15, 2054	NSP-Wisconsin Form 8-K dated May 16, 2024	4.01
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	Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline 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	Inline XBRL Schema
101.CAL	Inline XBRL Calculation
101.DEF	Inline XBRL Definition
101.LAB	Inline XBRL Label
101.PRE	Inline 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)
8/1/2024	By:	/s/ MELISSA L. OSTROM
10/31/2024	By:	/s/ MELISSA L. OSTROM
		Melissa L. Ostrom
		Vice President, Controller
		Senior Vice President, Controller
		(Principal Accounting Officer)
	By:	/s/ BRIAN J. VAN ABEL
		Brian J. Van Abel
		Executive Vice President, Chief Financial Officer
		(Principal Financial Officer)

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