Long-Term Debt



					December 31
(Millions)					2013			2012
WPS First Mortgage Bonds⁽¹⁾
	Series		Year Due
	7.125	%	2023		$	0.1		$	0.1
WPS Senior Notes ^{(1) (2)}
	Series		Year Due
	4.80	%	2013		—			125.0
	3.95	%	2013		—			22.0
	6.375	%	2015		125.0			125.0
	5.65	%	2017		125.0			125.0
	6.08	%	2028		50.0			50.0
	5.55	%	2036		125.0			125.0
	3.671	%	2042		300.0			300.0
	4.752	%	2044		450.0			—
PGL First and Refunding Mortgage Bonds ⁽³⁾
	Series		Year Due
	KK, 5.00%		2033		—			50.0
	NN-2, 4.625%		2013		—			75.0
	QQ, 4.875%		2038	Mandatory interest reset date on November 1, 2018	75.0			75.0
	RR, 4.30%		2035	Mandatory interest reset date on June 1, 2016	50.0			50.0
	SS, 7.00%		2013		—			45.0
	TT, 8.00%		2018		5.0			5.0
	UU, 4.63%		2019		75.0			75.0
	VV, 2.125%		2030	Mandatory interest reset date on July 1, 2014	50.0			50.0
	WW, 2.625%		2033	Mandatory interest reset date on August 1, 2015	50.0			50.0
	XX, 2.21%		2016		50.0			50.0
	YY, 3.98%		2042		100.0			100.0
	ZZ, 4.00%		2033		50.0			—
	AAA, 3.96%		2043		220.0			—
NSG First Mortgage Bonds ⁽⁴⁾
	Series		Year Due
	N-2, 4.625%		2013		—			40.0
	O, 7.00%		2013		—			6.5
	P, 3.43%		2027		28.0			28.0
	Q, 3.96%		2043		54.0			—
Integrys Energy Group Unsecured Senior Notes ⁽⁵⁾
	Series		Year Due
	7.27	%	2014		100.0			100.0
	8.00	%	2016		55.0			55.0
	4.17	%	2020		250.0			250.0
Integrys Energy Group Unsecured Junior Subordinated Notes ⁽⁶⁾
	Series		Year Due
	6.11	%	2066	Interest to become variable on December 1, 2016	269.8			269.8
	6.00	%	2073	Mandatory interest reset date on August 1, 2023	400.0			—
Total					3,056.9			2,246.4
Unamortized discount on debt					(0.7		)	(1.2		)
Total debt					3,056.2			2,245.2
Less current portion					100.0			313.5
Total long-term debt					$	2,956.2		$	1,931.7

⁽¹⁾

WPS's First Mortgage Bonds and Senior Notes are subject to the terms and conditions of WPS's First Mortgage Indenture. Under the terms of the Indenture, substantially all property owned by WPS is pledged as collateral for these outstanding debt securities. All of these debt securities require semi-annual payments of interest. WPS Senior Notes become noncollateralized if WPS retires all of its outstanding First Mortgage Bonds and no new mortgage indenture is put in place.


⁽²⁾	In December 2013, WPS’s $125.0 million of 4.80% Senior Notes matured, and the outstanding principal balance was repaid.

In November 2013, WPS issued $450.0 million of 4.752% Senior Notes. These notes are due in November 2044.

In February 2013, WPS’s $22.0 million of 3.95% Senior Notes matured, and the outstanding principal balance was repaid.


⁽³⁾	PGL's First Mortgage Bonds are subject to the terms and conditions of PGL's First Mortgage Indenture dated January 2, 1926, as supplemented. Under the terms of the Indenture, substantially all property owned by PGL is pledged as collateral for these outstanding debt securities.

PGL has used certain First Mortgage Bonds to secure tax exempt interest rates. The Illinois Finance Authority and the City of Chicago have issued Tax Exempt Bonds, and the proceeds from the sale of these bonds were loaned to PGL. In return, PGL issued equal principal amounts of certain collateralized First Mortgage Bonds.

In November 2013, PGL’s $45.0 million 7.00% Series SS First and Refunding Mortgage Bonds matured, and the outstanding principal balance was repaid.

In August 2013, PGL issued $220.0 million of 3.96% Series AAA First and Refunding Mortgage Bonds. These bonds are due in August 2043.

In May 2013, PGL’s $75.0 million 4.625% Series NN-2 First and Refunding Mortgage Bonds matured, and the outstanding principal balance was repaid.

In April 2013, PGL bought back its $50.0 million of 5.00% Series KK First and Refunding Mortgage Bonds that were due in February 2033. In the same month, PGL issued $50.0 million of 4.00% Series ZZ First and Refunding Mortgage Bonds. These bonds are due in February 2033.


⁽⁴⁾	NSG's First Mortgage Bonds are subject to the terms and conditions of NSG's First Mortgage Indenture dated April 1, 1955, as supplemented. Under the terms of the Indenture, substantially all property owned by NSG is pledged as collateral for these outstanding debt securities.

NSG has used First Mortgage Bonds to secure tax exempt interest rates. The Illinois Finance Authority has issued Tax Exempt Bonds, and the proceeds from the sale of these bonds were loaned to NSG. In return, NSG issued equal principal amounts of certain collateralized First Mortgage Bonds.

In November 2013, NSG’s $6.5 million 7.00% Series O First Mortgage Bonds matured, and the outstanding principal balance was repaid.

In May 2013, NSG’s $40.0 million 4.625% Series N-2 First Mortgage Bonds matured, and the outstanding principal balance was repaid. In the same month, NSG issued $54.0 million of 3.96% Series Q First Mortgage Bonds. These Bonds are due in May 2043.


⁽⁵⁾	In June 2014, our 7.27% Unsecured Senior Notes will mature. As a result, the $100.0 million balance of these notes was included in the current portion of long-term debt on our balance sheet at December 31, 2013.


⁽⁶⁾	In August 2013, we issued $400.0 million of Junior Subordinated Notes. These notes are considered hybrid instruments with a combination of debt and equity characteristics. Interest is payable quarterly at the stated rate of 6.00% for the first ten years, after which time it changes to a floating rate. These notes are due in August 2073.

The 6.11% Junior Subordinated Notes are considered hybrid instruments with a combination of debt and equity characteristics. Under a replacement capital covenant with the holders of our 4.17% Unsecured Senior Notes due November 1, 2020, prior to December 1, 2036 any amounts redeemed or repurchased in excess of 10% of the principal amount outstanding must first be replaced with a specified amount of proceeds from the sale of qualifying securities that have equity-like characteristics that are the same as, or more equity-like than, the applicable characteristics of the 6.11% Junior Subordinated Notes.

Our long-term debt obligations, and those of certain of our subsidiaries, contain covenants related to payment of principal and interest when due and various financial reporting obligations. In addition, certain long-term debt obligations contain financial and other covenants, including but not limited to, a requirement to maintain a debt to total capitalization ratio not to exceed 65%. Failure to comply with these covenants could result in an event of default, which could result in the acceleration of outstanding debt obligations.

A schedule of all principal debt payment amounts related to bond maturities is as follows:



(Millions)	Payments
2014	$	100.0
2015	125.0
2016	105.0
2017	125.0
2018	5.0
Later years	2,596.9
Total	$	3,056.9