UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2003
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Commission |
Registrant; State of Incorporation |
IRS Employer |
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File Number |
Address; and Telephone Number |
Identification No. |
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001-09057 |
WISCONSIN ENERGY CORPORATION |
39-1391525 |
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(A Wisconsin Corporation) |
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231 West Michigan Street |
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P.O. Box 2949 |
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Milwaukee, WI 53201 |
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(414) 221-2345 |
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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 each Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
Indicate the number of shares outstanding of each of the Registrant's classes of common stock as of the latest practicable date (September 30, 2003):
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Common Stock, $.01 Par Value, |
117,664,930 shares outstanding. |
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WISCONSIN ENERGY CORPORATION |
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FORM 10-Q REPORT FOR THE QUARTER ENDED SEPTEMBER 30, 2003 |
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TABLE OF CONTENTS |
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Item |
Page |
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Introduction ............................................................................................................................ |
3 |
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Part I -- Financial Information |
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1. |
Financial Statements |
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Consolidated Condensed Income Statements ................................................................... |
4 |
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Consolidated Condensed Balance Sheets ........................................................................... |
5 |
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Consolidated Condensed Statements of Cash Flows .......................................................... |
6 |
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Notes to Consolidated Condensed Financial Statements .................................................... |
7 |
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2. |
Management's Discussion and Analysis of |
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Financial Condition and Results of Operations ................................................................... |
17 |
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3. |
Quantitative and Qualitative Disclosures About Market Risk .................................................. |
42 |
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4. |
Controls and Procedures ................................................................................................... |
42 |
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Part II -- Other Information |
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1. |
Legal Proceedings .................................................................................................................. |
43 |
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6. |
Exhibits and Reports on Form 8-K ......................................................................................... |
44 |
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Signatures .............................................................................................................................. |
46 |
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INTRODUCTION
Wisconsin Energy Corporation is a diversified holding company, which conducts its operations primarily in three operating segments: a utility energy segment, a non-utility energy segment and a manufacturing segment. Unless qualified by their context when used in this document, the terms "Wisconsin Energy" or the "Company" refer to Wisconsin Energy Corporation and all of its subsidiaries. The Company's primary subsidiaries are Wisconsin Electric Power Company ("Wisconsin Electric"), Wisconsin Gas Company ("Wisconsin Gas") and WICOR Industries, Inc. ("WICOR Industries").
Utility Energy Segment: The utility energy segment consists of: Wisconsin Electric, which serves electric customers in Wisconsin and the Upper Peninsula of Michigan, natural gas customers in Wisconsin and steam customers in metro Milwaukee, Wisconsin; Wisconsin Gas, which serves natural gas customers in Wisconsin and water customers in suburban Milwaukee, Wisconsin; and Edison Sault Electric Company ("Edison Sault"), which serves electric customers in the Upper Peninsula of Michigan. Wisconsin Electric and Wisconsin Gas operate under the trade name "We Energies".
Non-Utility Energy Segment: The non-utility energy segment consists of: W.E. Power, LLC ("We Power"), which is designing, constructing and will own the new generating capacity included in the Company's Power the Future strategy; and Wisvest Corporation ("Wisvest"), which owns approximately $231 million of non-utility energy assets.
Manufacturing Segment: The manufacturing segment consists of WICOR Industries, an intermediary holding company, and its three primary subsidiaries, Sta-Rite Industries, Inc. ("Sta-Rite"), SHURflo Pump Manufacturing Co. ("SHURflo") and Hypro Corporation ("Hypro"), which are manufacturers of pumps, water treatment products and fluid handling equipment with manufacturing, sales and distribution facilities in the United States and several other countries.
Other: Other non-utility operating subsidiaries of Wisconsin Energy include primarily Minergy Corp. ("Minergy"), which has approximately $62 million of assets and develops and markets renewable energy and recycling technologies, and Wispark LLC ("Wispark"), which has approximately $160 million of assets and develops and invests in real estate.
The unaudited interim financial statements presented in this Form 10-Q have been prepared by Wisconsin Energy pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. Wisconsin Energy's financial statements should be read in conjunction with the financial statements and notes thereto included in Wisconsin Energy's 2002 Annual Report on Form 10-K.
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PART I -- FINANCIAL INFORMATION |
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ITEM 1. FINANCIAL STATEMENTS |
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WISCONSIN ENERGY CORPORATION |
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CONSOLIDATED CONDENSED INCOME STATEMENTS |
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(Unaudited) |
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Three Months Ended |
Nine Months Ended |
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September 30 |
September 30 |
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2003 |
2002 |
2003 |
2002 |
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(Millions of Dollars, Except Per Share Amounts) |
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Operating Revenues |
$878.5 |
$869.8 |
$3,022.0 |
$2,726.7 |
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Operating Expenses |
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Fuel and purchased power |
161.1 |
173.0 |
438.8 |
463.5 |
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Cost of gas sold |
83.9 |
57.3 |
622.5 |
355.6 |
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Cost of goods sold |
138.2 |
133.6 |
421.7 |
389.3 |
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Other operation and maintenance |
257.2 |
265.4 |
790.5 |
787.6 |
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Depreciation, decommissioning |
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and amortization |
85.1 |
81.4 |
249.7 |
238.5 |
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Property and revenue taxes |
20.6 |
22.1 |
62.0 |
67.1 |
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Asset valuation charges, net |
37.4 |
- |
37.4 |
141.5 |
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Total Operating Expenses |
783.5 |
732.8 |
2,622.6 |
2,443.1 |
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Operating Income |
95.0 |
137.0 |
399.4 |
283.6 |
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Other Income, Net |
9.4 |
5.3 |
30.4 |
45.1 |
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Financing Costs |
54.3 |
57.5 |
161.2 |
173.4 |
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Income Before Income Taxes |
50.1 |
84.8 |
268.6 |
155.3 |
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Income Taxes |
19.2 |
32.7 |
96.4 |
62.0 |
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Net Income |
$30.9 |
$52.1 |
$172.2 |
$93.3 |
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===== |
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====== |
====== |
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Earnings Per Share |
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Basic |
$0.26 |
$0.45 |
$1.47 |
$0.81 |
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Diluted |
$0.26 |
$0.45 |
$1.46 |
$0.80 |
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Weighted Average Common |
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Shares Outstanding (Millions) |
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Basic |
117.4 |
115.3 |
116.8 |
115.2 |
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Diluted |
118.8 |
116.1 |
117.9 |
116.2 |
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Dividends Per Share of Common Stock |
$0.20 |
$0.20 |
$0.60 |
$0.60 |
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The accompanying Notes to Consolidated Condensed Financial Statements are an integral part |
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of these financial statements. |
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WISCONSIN ENERGY CORPORATION |
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CONSOLIDATED CONDENSED BALANCE SHEETS |
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(Unaudited) |
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September 30, 2003 |
December 31, 2002 |
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(Millions of Dollars) |
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Assets |
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Property, Plant and Equipment |
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In Service |
$8,357.5 |
$7,958.7 |
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Accumulated depreciation |
(3,636.1) |
(4,007.4) |
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4,721.4 |
3,951.3 |
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Construction work in progress |
363.4 |
274.0 |
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Leased facilities, net |
106.0 |
110.3 |
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Nuclear fuel, net |
72.0 |
63.2 |
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Net Property, Plant and Equipment |
5,262.8 |
4,398.8 |
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Investments |
922.6 |
856.6 |
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Current Assets |
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Cash and cash equivalents |
31.3 |
43.6 |
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Accounts receivable |
448.1 |
479.2 |
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Accrued revenues |
104.4 |
209.1 |
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Materials, supplies and inventories |
542.6 |
455.1 |
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Prepayments and other assets |
169.1 |
152.7 |
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Total Current Assets |
1,295.5 |
1,339.7 |
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Deferred Charges and Other Assets |
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Deferred regulatory assets |
764.0 |
650.6 |
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Goodwill, net |
835.2 |
833.1 |
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Other |
246.1 |
286.1 |
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Total Deferred Charges and Other Assets |
1,845.3 |
1,769.8 |
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Total Assets |
$9,326.2 |
$8,364.9 |
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====== |
====== |
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Capitalization and Liabilities |
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Capitalization |
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Common equity |
$2,281.6 |
$2,139.4 |
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Preferred stock of subsidiary |
30.4 |
30.4 |
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Company-obligated mandatorily redeemable |
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preferred securities of subsidiary trust |
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holding solely debentures of the Company (See Note 2) |
- |
200.0 |
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Long-term debt (See Note 2) |
3,422.2 |
3,030.5 |
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Total Capitalization |
5,734.2 |
5,400.3 |
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Current Liabilities |
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Long-term debt due currently |
173.3 |
40.3 |
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Short-term debt |
676.2 |
953.1 |
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Accounts payable |
306.3 |
317.6 |
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Accrued liabilities |
180.6 |
189.4 |
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Other |
149.3 |
125.5 |
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Total Current Liabilities |
1,485.7 |
1,625.9 |
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Deferred Credits and Other Liabilities |
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Asset retirement obligations |
716.6 |
- |
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Accumulated deferred income taxes |
590.2 |
568.0 |
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Other |
799.5 |
770.7 |
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Total Deferred Credits and Other Liabilities |
2,106.3 |
1,338.7 |
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Total Capitalization and Liabilities |
$9,326.2 |
$8,364.9 |
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====== |
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The accompanying Notes to Consolidated Condensed Financial Statements are an integral part |
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of these financial statements. |
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WISCONSIN ENERGY CORPORATION |
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CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS |
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(Unaudited) |
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Nine Months Ended September 30 |
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2003 |
2002 |
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(Millions of Dollars) |
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Operating Activities |
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Net income |
$172.2 |
$93.3 |
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Reconciliation to cash |
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Depreciation, decommissioning and amortization |
287.4 |
270.5 |
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Nuclear fuel expense amortization |
20.1 |
21.3 |
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Equity in earnings of unconsolidated affiliates |
(17.2) |
(20.1) |
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Asset valuation charges, net |
37.4 |
141.5 |
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Deferred income taxes and investment tax credits, net |
19.9 |
(95.3) |
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Change in - |
Accounts receivable and accrued revenues |
135.8 |
78.0 |
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Other accounts receivable |
- |
116.4 |
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Inventories |
(87.5) |
(2.4) |
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Other current assets |
16.9 |
18.5 |
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Accounts payable |
(11.3) |
(37.5) |
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Accrued income taxes |
(32.0) |
70.0 |
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Other current liabilities |
47.0 |
41.8 |
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Other |
(41.4) |
(54.3) |
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Cash Provided by Operating Activities |
547.3 |
641.7 |
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Investing Activities |
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Capital expenditures |
(502.1) |
(393.5) |
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Acquisitions and investments |
(4.1) |
(31.9) |
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Proceeds from asset sales, net |
14.3 |
63.2 |
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Nuclear fuel |
(21.9) |
(18.7) |
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Nuclear decommissioning funding |
(13.2) |
(13.2) |
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Other |
(18.6) |
(19.4) |
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Cash Used in Investing Activities |
(545.6) |
(413.5) |
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Financing Activities |
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Issuance of common stock |
42.8 |
42.3 |
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Repurchase of common stock |
(6.8) |
(52.3) |
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Dividends paid on common stock |
(70.0) |
(69.2) |
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Issuance of long-term debt |
843.1 |
45.1 |
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Retirement of long-term debt |
(523.8) |
(138.0) |
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Change in short-term debt |
(276.9) |
(66.6) |
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Other |
(22.4) |
- |
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Cash Used in Financing Activities |
(14.0) |
(238.7) |
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Change in Cash and Cash Equivalents |
(12.3) |
(10.5) |
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Cash and Cash Equivalents at Beginning of Period |
43.6 |
47.0 |
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Cash and Cash Equivalents at End of Period |
$31.3 |
$36.5 |
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Supplemental Information - Cash Paid For |
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Interest (net of amount capitalized) |
$124.3 |
$148.8 |
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Income taxes (net of refunds) |
$109.2 |
$84.9 |
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The accompanying Notes to Consolidated Condensed Financial Statements are an integral part |
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of these financial statements. |
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WISCONSIN ENERGY CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. General Information
The accompanying unaudited consolidated condensed financial statements for Wisconsin Energy Corporation should be read in conjunction with Item 8, Financial Statements and Supplementary Data, in Wisconsin Energy's 2002 Annual Report on Form 10-K. In the opinion of management, all adjustments, normal and recurring in nature, necessary to a fair statement of the results of operations, cash flows and financial position of Wisconsin Energy, have been included in the accompanying income statements, statements of cash flows and balance sheets. The results of operations for the three and nine months ended September 30, 2003 are not necessarily indicative of the results which may be expected for the entire fiscal year 2003 because of seasonal and other factors.
2. ACCOUNTING POLICIES
Asset Retirement Obligations: The Company adopted Statement of Financial Accounting Standards ("SFAS") No. 143, Accounting for Asset Retirement Obligations, effective January 1, 2003. Under SFAS 143, entities are required to record the fair value of a legal liability for an asset retirement obligation in the period in which it is incurred. When a new liability is recorded, the entity capitalizes the costs of the liability by increasing the carrying amount of the related long-lived asset. The liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. At retirement, an entity settles the obligation for its recorded amount or incurs a gain or loss.
The following table presents pro forma information as if SFAS 143 had been adopted at the beginning of fiscal 2002.
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September 30, 2003 |
December 31, 2002 |
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(Millions of Dollars) |
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Asset Retirement Obligations |
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Reported |
$716.6 |
$ - |
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Pro forma |
$716.6 |
$675.4 |
The following table presents the details of the Company's asset retirement obligations which are included on the Consolidated Condensed Balance Sheets in "Deferred Credits and Other Liabilities".
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Balance at |
Initial |
Liabilities |
Liabilities |
Cash flow |
Balance at |
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12/31/02 |
Adoption |
Incurred |
Settled |
Accretion |
revisions |
9/30/03 |
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(Millions of Dollars) |
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Wisconsin Energy |
$ - |
$675.4 |
$14.9 |
$ - |
$26.3 |
$ - |
$716.6 |
The regulated operations of the Company also collect removal costs in rates for certain assets that do not have associated legal asset retirement obligations. As of September 30, 2003, the Company estimates that it has approximately $573 million related to removal costs recorded in "Accumulated Depreciation".
Debt Redemption Costs: As permitted by regulatory authorities, the Company is accounting for certain debt redemption costs under the revenue neutral method of accounting. Under the revenue neutral method of accounting, the Company defers the costs associated with the redemption of utility debt, to the extent that the redeemed debt is refinanced with other utility debt. The redemption costs are amortized based upon the difference between the interest expense of the new and redeemed debt. Wisconsin Electric's $485 million of optional debt redemptions in June and August 2003 are being accounted for using the revenue neutral method of accounting. At September 30, 2003, the Company had deferred as regulatory assets approximately $21.3 million of net debt redemption costs and expects to fully amortize these costs through 2005.
Financial Instruments with Characteristics of both Liabilities and Equity: The Company adopted SFAS 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity, on July 1, 2003. SFAS 150, which was issued by the Financial Accounting Standards Board ("FASB") in May 2003, requires an issuer to classify outstanding freestanding financial instruments within its scope as a liability on its balance sheets even though the instruments have characteristics of equity. The Company's Trust Preferred Securities, previously separately classified in the capitalization section of its balance sheets, fall within the scope of SFAS 150. Effective for the quarterly period ending September 30, 2003, the Company began classifying its $200 million of outstanding Trust Preferred Securities as long-term debt on its balance sheet. As required by SFAS 150, the Trust Preferred Securities were not restated as long-te rm debt on the December 31, 2002 balance sheet.
Variable Interest Entities: In January 2003, FASB issued Interpretation 46, Consolidation of Variable Interest Entities ("FIN 46"). This standard requires an enterprise that is the primary beneficiary of a variable interest entity to consolidate that entity. The Interpretation was to be applied to any existing interests in variable interest entities beginning in the third quarter of 2003. On October 8, 2003, the FASB deferred the adoption of FIN 46 for all entities to the first reporting period ending after December 15, 2003. While the Company is continuing to evaluate the impact of the application of these new rules, the Company does not expect adoption of FIN 46 to have a significant impact on the Company's balance sheets or on its results of operations.
Derivative Instruments: The Company adopted SFAS 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities, effective July 1, 2003. SFAS 149, which was issued by FASB in April 2003, amends Statement 133 for certain decisions made by the FASB as part of the Derivatives Implementation Group process and other FASB projects dealing with financial instruments. SFAS 149 also amends Statement 133 to incorporate clarifications of and to expand the definition of a derivative. Upon adoption of SFAS 149, prospectively any forward energy contracts that are subject to unplanned netting, also referred to as bookouts, generally will qualify as derivatives and any changes in fair value of the derivative are to be recorded currently in earnings. However, the Public Service Commission of Wisconsin ("PSCW") allows the effects of the fair market value accounting to be offset to regulatory assets and liabilities for any energy-related contracts in the regulated electric operations that qualify as derivatives. During the third quarter of 2003, a decline in fair market value of approximately $1 million was recognized for energy contracts entered into during the quarter in the regulated electric operations that were subject to unplanned netting.
3. BUSINESS COMBINATIONS AND GOODWILL
The Company accounts for goodwill and other intangibles under SFAS No. 142, Goodwill and Other Intangible Assets. Under SFAS 142, goodwill and other intangibles with indefinite lives are not subject to amortization. However, goodwill and other intangibles are subject to fair value-based rules for measuring impairment, and resulting write-downs, if any, are to be reflected in operating expense.
The following table presents the details of the Company's intangible assets that are included on the Consolidated Condensed Balance Sheets in "Deferred Charges and Other Assets".
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Accumulated |
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Gross Value |
Amortization |
Net Book Value |
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(Millions of Dollars) |
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September 30, 2003 |
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Total amortizable intangible assets |
$21.5 |
$7.4 |
$14.1 |
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Total non-amortizable intangible assets |
54.7 |
2.1 |
52.6 |
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Total intangible assets |
$76.2 |
$9.5 |
$66.7 |
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==== |
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December 31, 2002 |
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Total amortizable intangible assets |
$21.3 |
$6.2 |
$15.1 |
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Total non-amortizable intangible assets |
54.7 |
2.1 |
52.6 |
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Total intangible assets |
$76.0 |
$8.3 |
$67.7 |
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==== |
=== |
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The amount of intangible amortization expense included in operating income was $1.2 million and $1.1 million for the nine months ended September 30, 2003 and 2002, respectively. The estimated future annual intangible amortization expense for each of the five succeeding fiscal years and the remainder of fiscal 2003 is estimated to be $0.4 million for 2003, and $1.7 million in 2004 trending down to $1.3 million in 2008.
The following table presents the changes in goodwill during the first nine months of fiscal 2003:
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Balance at |
Balance at |
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Reporting Unit |
12/31/02 |
Acquired |
Adjustments (a) |
9/30/03 |
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(Millions of Dollars) |
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Utility Energy |
$442.9 |
$ - |
$ - |
$442.9 |
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Manufacturing |
390.2 |
- |
2.1 |
392.3 |
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$833.1 |
$ - |
$2.1 |
$835.2 |
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==== |
==== |
==== |
==== |
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