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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

 

 

Commission

Registrant; State of Incorporation

IRS Employer

File Number

Address; and Telephone Number

Identification No.

     
     
     

001-01245

WISCONSIN ELECTRIC POWER COMPANY

39-0476280

 

(A Wisconsin Corporation)

 
 

231 West Michigan Street

 
 

P.O. Box 2046

 
 

Milwaukee, WI 53201

 
 

(414) 221-2345

 

 

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 [  ]    No [X  ]

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):

Common Stock, $10 Par Value,

33,289,327 shares outstanding.

All of the common stock of Wisconsin Electric Power Company is held by Wisconsin Energy Corporation.





 

 

 

 

 

WISCONSIN ELECTRIC POWER COMPANY

 
 

                                    

 
     
 

FORM 10-Q REPORT FOR THE QUARTER ENDED SEPTEMBER 30, 2003

 
     
     
     
 

TABLE OF CONTENTS

 

Item

 

Page

     
 

Introduction ............................................................................................................................

 3

     
     
 

Part I -- Financial Information

 
     

1.

Financial Statements

 
     
 

    Consolidated Condensed Income Statements ...................................................................

 4

     
 

    Consolidated Condensed Balance Sheets ...........................................................................

 5

     
 

    Consolidated Condensed Statements of Cash Flows ..........................................................

 6

     
 

    Notes to Consolidated Condensed Financial Statements ....................................................

 7

     

2.

Management's Discussion and Analysis of

 
 

    Financial Condition and Results of Operations ...................................................................

12

     

3.

Quantitative and Qualitative Disclosures About Market Risk ..................................................

28

     

4.

Controls and Procedures ......................................................................................................

28

     
 

Part II -- Other Information

 
     

1.

Legal Proceedings ..................................................................................................................

29

     

6.

Exhibits and Reports on Form 8-K .........................................................................................

30

     
 

Signatures ..............................................................................................................................

32



2


 

 

 

INTRODUCTION

Wisconsin Electric Power Company ("Wisconsin Electric" or the "Company"), a wholly-owned subsidiary of Wisconsin Energy Corporation ("Wisconsin Energy"), is an electric, natural gas and steam utility with operations in Wisconsin and the Upper Peninsula of Michigan.

Wisconsin Electric and Wisconsin Gas Company ("Wisconsin Gas"), another wholly-owned public utility subsidiary of Wisconsin Energy, have combined common functions and operate under the trade name of "We Energies".

The unaudited interim financial statements presented in this Form 10-Q have been prepared by Wisconsin Electric 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 Electric's financial statements should be read in conjunction with the financial statements and notes thereto included in Wisconsin Electric's 2002 Annual Report on Form 10-K.



3


 

 

 

PART I -- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

WISCONSIN ELECTRIC POWER COMPANY

CONSOLIDATED CONDENSED INCOME STATEMENTS

(Unaudited)

Three Months Ended 

Nine Months Ended

    September 30      

   September 30   

2003  

2002  

2003

2002

(Millions of Dollars)

Operating Revenues

$599.6

$566.7 

$1,883.3 

$1,687.0 

Operating Expenses

Fuel and purchased power

158.6

143.3 

432.3 

379.8 

Cost of gas sold

31.6

22.7 

254.9 

149.8 

Other operation and maintenance

195.5

188.5 

584.3 

556.4 

Depreciation, decommissioning

and amortization

71.3

67.8 

207.3 

199.5 

Property and revenue taxes

    18.1

    17.3 

     54.3 

     53.6 

Total Operating Expenses

  475.1

  439.6 

1,533.1 

1,339.1 

Operating Income

124.5

127.1 

350.2 

347.9 

Other Income and Deductions

Interest income

-  

0.1 

0.5 

2.0 

Allowance for other funds

used during construction

0.1

1.0 

2.3 

2.1 

Equity in earnings of unconsolidated affiliate

5.9

4.7 

17.0 

15.2 

Other

     1.6

     2.6 

     4.7 

    (1.4)

Total Other Income and Deductions

7.6

8.4 

24.5 

17.9 

Financing Costs

Interest expense

23.3

23.7 

69.7 

71.8 

Allowance for borrowed funds

used during construction

      -  

    (0.6)

     (1.3)

     (1.3)

Total Financing Costs

   23.3

   23.1 

    68.4 

    70.5 

Income Before Income Taxes

108.8

112.4 

306.3 

295.3 

Income Taxes

   40.8

   43.1 

  113.1 

  112.3 

Net Income

68.0

69.3 

193.2 

183.0 

Preferred Stock Dividend Requirement

     0.3

     0.3 

      0.9 

      0.9 

Earnings Available

for Common Stockholder

$67.7

$69.0 

$192.3 

$182.1 

====

==== 

===== 

===== 

The accompanying Notes to Consolidated Condensed Financial Statements are an integral part

of these financial statements.



4


 

 

 

WISCONSIN ELECTRIC POWER COMPANY

CONSOLIDATED CONDENSED BALANCE SHEETS

(Unaudited)

September 30, 2003

December 31, 2002

(Millions of Dollars)

Assets

Property, Plant and Equipment

In Service

$6,745.8 

$6,366.7 

Accumulated depreciation

(2,931.6)

(3,344.0)

3,814.2 

3,022.7 

Construction work in progress

66.9 

188.8 

Leased facilities, net

106.0 

110.3 

Nuclear fuel, net

      72.0 

      63.2 

Net Property, Plant and Equipment

4,059.1 

3,385.0 

Investments

756.4 

687.2 

Current Assets

Cash and cash equivalents

14.6 

13.3 

Accounts receivable

288.4 

246.6 

Accrued revenues

93.7 

147.8 

Materials, supplies and inventories

281.3 

244.5 

Prepayments and other assets

      97.8 

     114.3 

Total Current Assets

775.8 

766.5 

Deferred Charges and Other Assets

     611.0 

     493.6 

Total Assets

$6,202.3 

$5,332.3 

====== 

====== 

Capitalization and Liabilities

Capitalization

Common equity

$2,108.2 

$2,049.9 

Preferred stock

30.4 

30.4 

Long-term debt

  1,424.4 

  1,432.4 

Total Capitalization

3,563.0 

3,512.7 

Current Liabilities

Long-term debt due currently

170.9 

27.0 

Short-term debt

238.3 

354.8 

Accounts payable

195.9 

193.6 

Accrued liabilities

211.1 

188.7 

Other

       99.9 

       74.9 

Total Current Liabilities

916.1 

839.0 

Deferred Credits and Other Liabilities

Asset retirement obligations

   716.6 

-    

Accumulated deferred income taxes

431.6 

430.5 

Other

     575.0 

     550.1 

Total Deferred Credits and Other Liabilities

  1,723.2 

     980.6 

Total Capitalization and Liabilities

$6,202.3 

$5,332.3 

====== 

====== 

The accompanying Notes to Consolidated Condensed Financial Statements are an integral part of

these financial statements.



5


 

 

 

WISCONSIN ELECTRIC POWER COMPANY

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

Nine Months Ended September 30

2003      

2002      

(Millions of Dollars)          

Operating Activities

Net income

$193.2    

$183.0    

Reconciliation to cash

Depreciation, decommissioning and amortization

225.8    

211.0    

Nuclear fuel expense amortization

20.1    

21.3    

Equity in earnings of unconsolidated affiliate

(17.0)   

(15.2)   

Deferred income taxes and investment tax credits, net

(3.3)   

(56.3)   

Change in -

Accounts receivable and accrued revenues

12.3    

33.7    

Other accounts receivable

-      

116.4    

Inventories

(36.8)   

6.6    

Other current assets

16.5    

13.8    

Accounts payable

2.3    

(35.2)   

Accrued income taxes, net

34.2    

96.7    

Other current liabilities

13.4    

13.3    

Other

   (27.9)   

   11.2    

Cash Provided by Operating Activities

432.8    

600.3    

Investing Activities

Capital expenditures

(249.6)   

(249.1)   

Nuclear fuel

(21.9)   

(18.7)   

Nuclear decommissioning funding

(13.2)   

(13.2)   

Other

     (6.2)   

     (8.2)   

Cash Used in Investing Activities

(290.9)   

(289.2)   

Financing Activities

Dividends paid on common stock

(134.7)   

(134.7)   

Dividends paid on preferred stock

(0.9)   

(0.9)   

Issuance of long-term debt

636.2    

34.7    

Retirement of long-term debt

(506.7)   

(129.1)   

Change in short-term debt

(116.5)   

(96.8)   

Other, net

   (18.0)   

       -      

Cash Used in Financing Activities

 (140.6)   

 (326.8)   

Change in Cash and Cash Equivalents

1.3    

(15.7)   

Cash and Cash Equivalents at Beginning of Period

    13.3    

    21.3    

Cash and Cash Equivalents at End of Period

$14.6    

$5.6    

=====    

=====    

Supplemental Information - Cash Paid For

Interest (net of amount capitalized)

$59.3    

$79.7    

Income taxes (net of refunds)

$86.8    

$61.3    

The accompanying Notes to Consolidated Condensed Financial Statements are an integral part of

these financial statements.



6


 

 

 

 

 

WISCONSIN ELECTRIC POWER COMPANY
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

 

1. GENERAL INFORMATION

The accompanying unaudited consolidated condensed financial statements for Wisconsin Electric Power Company should be read in conjunction with Item 8, Financial Statements and Supplementary Data, in Wisconsin Electric'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 Electric, 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.

 

September 30, 2003

December 31, 2002

 

(Millions of Dollars)

Asset Retirement Obligations

   

   Reported

$716.6            

$  -               

   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".

 

Balance at

Initial

Liabilities

Liabilities

 

Cash flow

Balance at

 

12/31/02

Adoption

Incurred

Settled

Accretion

revisions

9/30/03

 

(Millions of Dollars)

               

Wisconsin Electric

$  -       

$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 $396 million related to removal costs recorded in "Accumulated Depreciation".



7


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.

Variable Interest Entities:   In January 2003, the Financial Accounting Standards Board ("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 the FASB in April 2003, amends Statement 133 for certain decisions made by 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. COMMON EQUITY

Comprehensive Income:   Comprehensive Income includes all changes in equity during a period except those resulting from investments by and distributions to owners. Wisconsin Electric had the following total Comprehensive Income during the nine months ended September 30, 2003 and 2002:

 

Nine Months Ended September 30

            Comprehensive Income            

   2003   

   2002   

 

(Millions of Dollars)

     

Net Income

$193.2       

$183.0       

Other Comprehensive Income (Loss)

   

  Hedging Gains (Losses)

      0.6       

     (0.4)      

Total Other Comprehensive Income (Loss)

      0.6       

     (0.4)      

Total Comprehensive Income

 $193.8       

 $182.6       

====     

====     



8


 

 

4. GUARANTEES

Wisconsin Electric enters into various guarantees to provide financial and performance assurance to third parties. As of September 30, 2003 Wisconsin Electric had the following guarantees:

Maximum Potential Future Payments

Outstanding at
September 30, 2003

Liability Recorded at
September 30, 2003

 

(Millions of Dollars)

       

Wisconsin Electric Guarantees

$274.9       

$  -        

$  -            

 

Wisconsin Electric's guarantees support the commercial paper and line of credit borrowings for the Wisconsin Electric Fuel Trust. Wisconsin Electric also guarantees the potential retrospective premiums that could be assessed under Wisconsin Electric's nuclear insurance program.

Postemployment benefits:   Postemployment benefits provided to former or inactive employees are recognized when an event occurs. The estimated liability for such benefits was $10.4 million as of September 30, 2003.

 

 

5. SEGMENT INFORMATION

Summarized financial information concerning Wisconsin Electric's reportable operating segments for the three and nine month periods ended September 30, 2003 and 2002 is shown in the following table.

Wisconsin Electric

              Reportable Operating Segments             

 

      Power Company      

    Electric     

    Gas    

   Steam   

   Total   

 

(Millions of Dollars)

Three Months Ended

       
         

September 30, 2003

       

  Operating Revenues (a)

$544.9      

$51.3      

$3.4      

$599.6      

  Operating Income (Loss)

$132.6      

($6.3)     

($1.8)     

$124.5      

         

September 30, 2002

       

  Operating Revenues (a)

$522.7      

$40.7      

$3.3      

$566.7      

  Operating Income (Loss)

$139.3      

($10.4)     

($1.8)     

$127.1      



9


         

Wisconsin Electric

              Reportable Operating Segments             

 

      Power Company      

    Electric     

    Gas    

   Steam   

   Total   

 

(Millions of Dollars)

Nine Months Ended

       
         

September 30, 2003

       

  Operating Revenues (a)

$1,496.8      

$369.8      

$16.7      

$1,883.3      

  Operating Income

$316.8      

$33.3      

$0.1      

$350.2      

         

September 30, 2002

       

  Operating Revenues (a)

$1,419.3      

$251.9      

$15.8      

$1,687.0      

  Operating Income (Loss)

$333.4      

$15.3      

($0.8)     

$347.9      

 

(a)

Wisconsin Electric accounts for all intersegment revenues at tariff rates established by the PSCW. Intersegment revenues are not material.

 

 

6. COMMITMENTS AND CONTINGENCIES

Environmental Matters:   The Company periodically reviews its exposure for remediation costs as evidence becomes available indicating that its remediation liability has changed. Given current information, management believes that future costs in excess of the amounts accrued and/or disclosed on all presently known and quantifiable environmental contingencies will not be material to the Company's financial position or results of operations.

EPA Information Requests:   Wisconsin Electric received a request for information in December 2000 from the United States Environmental Protection Agency ("EPA") regional offices pursuant to Section 114(a) of the Clean Air Act and a supplemental request in December 2002. In April 2003, Wisconsin Electric and EPA announced that a consent decree had been reached which resolved all issues related to this matter. Under the consent decree, Wisconsin Electric will significantly reduce its air emissions from its coal-fired generating facilities. The reductions will be achieved between now and 2013 through a combination of installing new pollution control equipment, upgrading existing equipment, and retiring certain older units. The capital cost of implementing this agreement is estimated to be approximately $600 million over 10 years. Under the agreement with EPA, Wisconsin Electric will spend between $20 million and $25 million to conduct a research project at its Presque Isle facility, in cooperation with U.S. Department of Energy, to test new mercury reduction technologies. These steps and the associated costs are consistent with the Company's cost projections for implementing its Wisconsin Multi-Emission Cooperative Agreement and Power the Future plan. Wisconsin Electric also agreed to pay a civil penalty of $3.2 million which was charged to earnings in the second quarter of 2003. The public comment period on the consent decree closed September 2, 2003, but the agreement remains subject to federal court approval. On July 21, 2003, the court granted the state of Michigan's and the EPA's joint motion to allow Michigan to become a party to the agreement. On October 3, 2003,