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EX-31.2 - WISCONSIN ELECTRIC EXHIBIT 31.2 - WISCONSIN ELECTRIC POWER COwepco06302014ex312.htm
EX-31.1 - WISCONSIN ELECTRIC EXHIBIT 31.1 - WISCONSIN ELECTRIC POWER COwepco06302014ex311.htm


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 June 30, 2014

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 the 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes [X]    No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

                                 Large accelerated filer [ ]                                Accelerated filer [ ]
                                 Non-accelerated filer [X] (Do not                     Smaller reporting company [ ]     
check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes [ ]   No [X]

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date (June 30, 2014):

Common Stock, $10 Par Value,
33,289,327 shares outstanding.

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

 


Form 10-Q

WISCONSIN ELECTRIC POWER COMPANY
_________________________

FORM 10-Q REPORT FOR THE QUARTER ENDED JUNE 30, 2014

 
TABLE OF CONTENTS
 
Item
 
Page
 
 
 
 
Introduction
 
 
 
 
Part I -- Financial Information
 
 
 
 
1.
Financial Statements
 
 
 
 
 
Consolidated Condensed Income Statements
 
 
 
 
Consolidated Condensed Balance Sheets
 
 
 
 
Consolidated Condensed Statements of Cash Flows
 
 
 
 
Notes to Consolidated Condensed Financial Statements
 
 
 
2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
 
 
 
3.
Quantitative and Qualitative Disclosures About Market Risk
 
 
 
4.
Controls and Procedures
 
 
 
 
Part II -- Other Information
 
 
 
 
1.
Legal Proceedings
 
 
 
1A.
Risk Factors
 
 
 
6.
Exhibits
 
 
 
 
Signatures







June 2014
2
Wisconsin Electric Power Company
            

Form 10-Q

DEFINITION OF ABBREVIATIONS AND INDUSTRY TERMS
 
The abbreviations and terms set forth below are used throughout this report and have the meanings assigned to them below:
 
 
 
Primary Subsidiary and Affiliates
 
 
Bostco
 
Bostco LLC
We Power
 
W.E. Power, LLC
Wisconsin Energy
 
Wisconsin Energy Corporation
Wisconsin Gas
 
Wisconsin Gas LLC
 
 
 
Significant Assets
 
 
PIPP
 
Presque Isle Power Plant
PSGS
 
Paris Generating Station
VAPP
 
Valley Power Plant
 
 
 
Other Affiliates
 
 
ATC
 
American Transmission Company LLC
 
 
 
Federal and State Regulatory Agencies
EPA
 
United States Environmental Protection Agency
FERC
 
Federal Energy Regulatory Commission
MDEQ
 
Michigan Department of Environmental Quality
PSCW
 
Public Service Commission of Wisconsin
SEC
 
Securities and Exchange Commission
WDNR
 
Wisconsin Department of Natural Resources
 
 
 
Environmental Terms
BART
 
Best Available Retrofit Technology
BTA
 
Best Technology Available
CAIR
 
Clean Air Interstate Rule
CSAPR
 
Cross-State Air Pollution Rule
EM
 
Entrainment Mortality
GHG
 
Greenhouse Gas
IM
 
Impingement Mortality
MATS
 
Mercury and Air Toxics Standards
NAAQS
 
National Ambient Air Quality Standards
NOV
 
Notice of Violation
NOx
 
Nitrogen Oxide
PSD
 
Prevention of Significant Deterioration
SIP
 
State Implementation Plan
SO2
 
Sulfur Dioxide
 
 
 
Other Terms and Abbreviations
 
 
ARRs
 
Auction Revenue Rights
Bechtel
 
Bechtel Power Corporation
Compensation Committee
 
Compensation Committee of the Board of Directors of Wisconsin Energy
Exchange Act
 
Securities Exchange Act of 1934, as amended
FTRs
 
Financial Transmission Rights
GCRM
 
Gas Cost Recovery Mechanism

June 2014
3
Wisconsin Electric Power Company
            

Form 10-Q

DEFINITION OF ABBREVIATIONS AND INDUSTRY TERMS
 
The abbreviations and terms set forth below are used throughout this report and have the meanings assigned to them below:
 
 
 
LMP
 
Locational Marginal Price
MISO
 
Midcontinent Independent System Operator, Inc.
MISO Energy Markets
 
MISO Energy and Operating Reserves Market
OTC
 
Over-the-Counter
PTF
 
Power the Future
SSR
 
System Support Resource
Treasury Grant
 
Section 1603 Renewable Energy Treasury Grant
 
 
 
Measurements
 
 
Btu
 
British Thermal Unit(s)
Dth
 
Dekatherm(s) (One Dth equals one million Btu)
MW
 
Megawatt(s) (One MW equals one million Watts)
MWh
 
Megawatt-hour(s)
Watt
 
A measure of power production or usage
 
 
 
Accounting Terms
 
 
AFUDC
 
Allowance for Funds Used During Construction
GAAP
 
Generally Accepted Accounting Principles
OPEB
 
Other Post-Retirement Employee Benefits




June 2014
4
Wisconsin Electric Power Company
            

Form 10-Q

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain statements contained in this report are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act). These statements are based upon management's current expectations and are subject to risks and uncertainties that could cause our actual results to differ materially from those contemplated in the statements. Readers are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements include, among other things, statements concerning management's expectations and projections regarding earnings, completion of construction projects, retail sales and customer growth, rate actions and related filings with the appropriate regulatory authorities, current and proposed environmental regulations and other regulatory matters and related estimated expenditures, on-going legal proceedings, projections related to the pension and other post-retirement benefit plans, fuel costs, sources of electric energy supply, coal and gas deliveries, remediation costs, capital expenditures, liquidity and capital resources and other matters. In some cases, forward-looking statements may be identified by reference to a future period or periods or by the use of forward-looking terminology such as "anticipates," "believes," "could," "estimates," "expects," "forecasts," "goals," "guidance," "intends," "may," "objectives," "plans," "possible," "potential," "projects," "seeks," "should," "targets" or similar terms or variations of these terms.

Actual results may differ materially from those set forth in forward-looking statements. In addition to the assumptions and other factors referred to specifically in connection with these statements, factors that could cause our actual results to differ materially from those contemplated in any forward-looking statements or otherwise affect our future results of operations and financial condition include, among others, the following:

Factors affecting utility operations such as catastrophic weather-related or terrorism-related damage; cyber security threats and disruptions to our technology network; availability of electric generating facilities; unscheduled generation outages, or unplanned maintenance or repairs; unanticipated events causing scheduled generation outages to last longer than expected; unanticipated changes in fossil fuel, purchased power, coal supply, gas supply or water supply costs or availability due to higher demand, shortages, transportation problems or other developments; unanticipated changes in the cost or availability of materials needed to operate environmental controls at our electric generating facilities or replace and/or repair our electric and gas distribution systems; nonperformance by electric energy or natural gas suppliers under existing power purchase or gas supply contracts; environmental incidents; electric transmission or gas pipeline system constraints; unanticipated organizational structure or key personnel changes; or collective bargaining agreements with union employees or work stoppages.

Factors affecting the demand for electricity and natural gas, including weather and other natural phenomena; general economic conditions and, in particular, the economic climate in our service territories; customer growth and declines; customer business conditions, including demand for their products and services; energy conservation efforts; and customers moving to self-generation.

Timing, resolution and impact of rate cases and negotiations.

The impact across our service territories of the continued adoption of distributed generation by our electric customers, and our ability to design and implement an appropriate rate structure to mitigate these impacts.

Increased competition in our electric and gas markets, including retail choice and alternative electric suppliers, and continued industry consolidation.

Our ability to continue to mitigate the impact of Michigan customers switching to an alternative electric supplier.

The ability to control costs and avoid construction delays during the development and construction of new electric generation facilities, as well as upgrades to our generation fleet and electric and natural gas distribution systems.

The impact of recent and future federal, state and local legislative and regulatory changes, including any changes in rate-setting policies or procedures; regulatory initiatives regarding deregulation and restructuring of the electric and/or gas utility industry; transmission or distribution system operation and/or administration initiatives; any required changes in facilities or operations to reduce the risks or impacts of potential terrorist activities or cyber security threats; the regulatory approval process for new generation and transmission

June 2014
5
Wisconsin Electric Power Company
            

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION -- (CONT'D) Form 10-Q

facilities and new pipeline construction; adoption of new, or changes in existing, environmental, federal and state energy, tax and other laws and regulations to which we may become, or are, subject; changes in allocation of energy assistance, including state public benefits funds; changes in the application or enforcement of existing laws and regulations; and changes in the interpretation or enforcement of permit conditions by the permitting agencies.

Internal restructuring options that may be pursued by Wisconsin Energy Corporation (Wisconsin Energy).

Current and future litigation, regulatory investigations, proceedings or inquiries.

Events in the global credit markets that may affect the availability and cost of capital.

Other factors affecting our ability to access the capital markets, including general capital market conditions; our capitalization structure; market perceptions of the utility industry or us; and our credit ratings.

Inflation rates.

The investment performance of Wisconsin Energy's pension and other post-retirement benefit trusts.

The financial performance of American Transmission Company LLC (ATC) and its corresponding contribution to our earnings, as well as the ability of ATC and the Duke-American Transmission Company to obtain the required approvals for their transmission projects.

The effect of accounting pronouncements issued periodically by standard setting bodies.

Advances in technology that result in competitive disadvantages and create the potential for impairment of existing assets.

Changes in the creditworthiness of the counterparties with whom we have contractual arrangements, including participants in the energy trading markets and fuel suppliers and transporters.

The ability to obtain and retain short- and long-term contracts with wholesale customers.

Potential strategic business opportunities, including acquisitions and/or dispositions of assets or businesses, which cannot be assured to be completed or beneficial to us.

Incidents affecting the U.S. electric grid or operation of generating facilities.

Foreign governmental, economic, political and currency risks.

Other business or investment considerations that may be disclosed from time to time in our Securities and Exchange Commission (SEC) filings or in other publicly disseminated written documents, including the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2013 as updated in Item 1A. Risk Factors in Part II of this report.

We expressly disclaim any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.





June 2014
6
Wisconsin Electric Power Company
            

Form 10-Q

INTRODUCTION

Wisconsin Electric Power Company, a subsidiary of Wisconsin Energy, was incorporated in the state of Wisconsin in 1896. We maintain our principal executive offices in Milwaukee, Wisconsin. Unless qualified by their context when used in this document, the terms Wisconsin Electric, the Company, our, us or we refer to Wisconsin Electric Power Company and its subsidiary, Bostco LLC (Bostco).

We conduct our operations primarily in three reportable segments: an electric utility segment, a natural gas utility segment and a steam utility segment. We serve approximately 1,130,000 electric customers in Wisconsin and the Upper Peninsula of Michigan, approximately 472,000 gas customers in Wisconsin and approximately 440 steam customers in metropolitan Milwaukee, Wisconsin. For further financial information about our reportable segments, see Management's Discussion and Analysis of Financial Condition and Results of Operations and Note 8 --Segment Information in the Notes to Consolidated Condensed Financial Statements in this report.

Wisconsin Energy is also the parent company of Wisconsin Gas LLC (Wisconsin Gas), a natural gas distribution utility, which serves customers throughout Wisconsin; and W.E. Power, LLC (We Power), an unregulated company that owns and leases to us the new generating capacity included in Wisconsin Energy's Power the Future (PTF) strategy, which is described further in this report and in our 2013 Annual Report on Form 10-K. We have combined common functions with Wisconsin Gas and operate under the trade name of "We Energies."

Bostco is our non-utility subsidiary that develops and invests in real estate. As of June 30, 2014, Bostco had $28.7 million of assets.

We have prepared the unaudited interim financial statements presented in this Form 10-Q pursuant to the rules and regulations of the SEC. We have condensed or omitted some information and note disclosures normally included in financial statements prepared in accordance with Generally Accepted Accounting Principles (GAAP) pursuant to these rules and regulations. This Form 10-Q, including the financial statements contained herein, should be read in conjunction with our 2013 Annual Report on Form 10-K, including the financial statements and notes therein.





June 2014
7
Wisconsin Electric Power Company
            

Form 10-Q

PART I -- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
WISCONSIN ELECTRIC POWER COMPANY
CONSOLIDATED CONDENSED INCOME STATEMENTS
(Unaudited)
 
 
 
 
 
 
 
 
 
Three Months Ended June 30
 
Six Months Ended June 30
 
2014
 
2013
 
2014
 
2013
 
(Millions of Dollars)
 
 
 
 
 
 
 
 
Operating Revenues
$
905.7

 
$
880.5

 
$
2,132.4

 
$
1,885.1

 
 
 
 
 
 
 
 
Operating Expenses
 
 
 
 
 
 
 
Fuel and purchased power
293.7

 
277.4

 
613.6

 
549.7

Cost of gas sold
50.4

 
46.9

 
300.1

 
159.7

Other operation and maintenance
318.8

 
334.8

 
656.4

 
685.1

Depreciation and amortization
73.3

 
69.5

 
146.0

 
137.9

Property and revenue taxes
28.4

 
27.7

 
56.9

 
55.4

Total Operating Expenses
764.6

 
756.3

 
1,773.0

 
1,587.8

 
 
 
 
 
 
 
 
Treasury Grant
3.1

 

 
6.6

 

 
 
 
 
 
 
 
 
Operating Income
144.2

 
124.2

 
366.0

 
297.3

 
 
 
 
 
 
 
 
Equity in Earnings of Transmission Affiliate
15.3

 
15.1

 
30.5

 
29.8

Other Income, net
5.8

 
5.4

 
6.6

 
9.5

Interest Expense, net
27.7

 
30.3

 
58.6

 
62.2

 
 
 
 
 
 
 
 
Income Before Income Taxes
137.6

 
114.4

 
344.5

 
274.4

 
 
 
 
 
 
 
 
Income Tax Expense
47.3

 
41.3

 
126.9

 
96.6

 
 
 
 
 
 
 
 
Net Income
90.3

 
73.1

 
217.6

 
177.8

 
 
 
 
 
 
 
 
Preferred Stock Dividend Requirement
0.3

 
0.3

 
0.6

 
0.6

 
 
 
 
 
 
 
 
Earnings Available for Common Stockholder
$
90.0

 
$
72.8

 
$
217.0

 
$
177.2

 
 
 
 
 
 
 
 
The accompanying Notes to Consolidated Condensed Financial Statements are an integral part of these financial statements.



June 2014
8
Wisconsin Electric Power Company
            

Form 10-Q

WISCONSIN ELECTRIC POWER COMPANY
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)
 
June 30, 2014
 
December 31, 2013
 
(Millions of Dollars)
Assets
 
 
 
Property, Plant and Equipment
 
 
 
In service
$
10,332.8

 
$
10,160.6

Accumulated depreciation
(3,339.8
)
 
(3,258.8
)
 
6,993.0

 
6,901.8

Construction work in progress
108.2

 
101.9

Leased facilities, net
2,231.5

 
2,279.0

Net Property, Plant and Equipment
9,332.7

 
9,282.7

Investments
 
 
 
Equity investment in transmission affiliate
366.5

 
354.1

Other
0.2

 
0.2

Total Investments
366.7

 
354.3

Current Assets
 
 
 
Cash and cash equivalents
19.1

 
25.1

Accounts receivable, net
293.1

 
335.7

Accounts receivable from related parties
21.7

 
9.1

Accrued revenues
162.7

 
240.7

Materials, supplies and inventories
245.5

 
281.0

Current deferred tax asset, net

 
75.8

Prepayments and other
145.2

 
146.4

Total Current Assets
887.3

 
1,113.8

Deferred Charges and Other Assets
 
 
 
Regulatory assets
1,415.4

 
1,370.3

Other
158.2

 
164.5

Total Deferred Charges and Other Assets
1,573.6

 
1,534.8

Total Assets
$
12,160.3

 
$
12,285.6

Capitalization and Liabilities
 
 
 
Capitalization
 
 
 
Common equity
$
3,411.0

 
$
3,406.8

Preferred stock
30.4

 
30.4

Long-term debt
2,414.6

 
2,167.3

Capital lease obligations
2,697.2

 
2,712.0

Total Capitalization
8,553.2

 
8,316.5

Current Liabilities
 
 
 
Long-term debt and capital lease obligations due currently
92.0

 
379.5

Short-term debt
160.5

 
174.5

Subsidiary note payable to Wisconsin Energy
22.7

 
22.8

Accounts payable
236.8

 
273.8

Accounts payable to related parties
86.8

 
85.9

Accrued payroll and benefits
64.3

 
89.3

Other
132.0

 
132.3

Total Current Liabilities
795.1

 
1,158.1

Deferred Credits and Other Liabilities
 
 
 
Regulatory liabilities
628.7

 
634.2

Deferred income taxes - long-term
1,817.4

 
1,794.5

Pension and other benefit obligations
159.4

 
160.1

Other
206.5

 
222.2

Total Deferred Credits and Other Liabilities
2,812.0

 
2,811.0

Total Capitalization and Liabilities
$
12,160.3

 
$
12,285.6

 
 
 
 
The accompanying Notes to Consolidated Condensed Financial Statements are an integral part of these financial statements.

June 2014
9
Wisconsin Electric Power Company
            

Form 10-Q

WISCONSIN ELECTRIC POWER COMPANY
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
 
 
 
 
 
Six Months Ended June 30
 
2014
 
2013
 
(Millions of Dollars)
Operating Activities
 
 
 
Net income
$
217.6

 
$
177.8

Reconciliation to cash
 
 
 
Depreciation and amortization
149.1

 
142.5

Deferred income taxes and investment tax credits, net
113.8

 
90.7

Change in - Accounts receivable and accrued revenues
102.0

 
4.8

Inventories
35.5

 
30.7

Other current assets
12.1

 
12.0

Accounts payable
(34.6
)
 
(80.8
)
Accrued income taxes, net
(6.1
)
 
(2.3
)
Other current liabilities
(29.3
)
 
(6.9
)
Other, net
(41.6
)
 
54.2

Cash Provided by Operating Activities
518.5

 
422.7

 
 
 
 
Investing Activities
 
 
 
Capital expenditures
(228.3
)
 
(234.4
)
Investment in transmission affiliate
(6.9
)
 
(4.6
)
Other, net
(7.1
)
 
(20.4
)
Cash Used in Investing Activities
(242.3
)
 
(259.4
)
 
 
 
 
Financing Activities
 
 
 
Dividends paid on common stock
(220.0
)
 
(170.0
)
Dividends paid on preferred stock
(0.6
)
 
(0.6
)
Issuance of long-term debt
250.0

 
250.0

Retirement of long-term debt
(300.0
)
 
(300.0
)
Change in total short-term debt
(14.1
)
 
33.7

Other, net
2.5

 
9.3

Cash Used in Financing Activities
(282.2
)
 
(177.6
)
 
 
 
 
Change in Cash and Cash Equivalents
(6.0
)
 
(14.3
)
 
 
 
 
Cash and Cash Equivalents at Beginning of Period
25.1

 
34.1

 
 
 
 
Cash and Cash Equivalents at End of Period
$
19.1

 
$
19.8

 
 
 
 
The accompanying Notes to Consolidated Condensed Financial Statements are an integral part of these financial statements.

June 2014
10
Wisconsin Electric Power Company
            

Form 10-Q

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


1 -- GENERAL INFORMATION

Our accompanying unaudited consolidated condensed financial statements should be read in conjunction with Item 8. Financial Statements and Supplementary Data, in our 2013 Annual Report on Form 10-K. In the opinion of management, we have included all adjustments, normal and recurring in nature, necessary for a fair presentation of the results of operations, cash flows and financial position in the accompanying income statements, statements of cash flows and balance sheets. The results of operations for the three and six months ended June 30, 2014 are not necessarily indicative of the results which may be expected for the entire fiscal year 2014 because of seasonal and other factors.


2 -- NEW ACCOUNTING PRONOUNCEMENTS

Revenue Recognition: In May 2014, the Financial Accounting Standards Board and the International Accounting Standards Board issued their joint revenue recognition standard Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers. This guidance is effective for fiscal years and interim periods beginning after December 15, 2016 and can either be applied retrospectively or as a cumulative-effect adjustment as of the date of adoption. We are currently assessing the effects this guidance may have on our consolidated financial statements.


3 -- COMMON EQUITY

Stock Option Activity:   The following table identifies non-qualified stock options granted by the Compensation Committee of the Board of Directors of Wisconsin Energy (Compensation Committee):

 
2014
 
2013
 
 
 
 
Non-qualified stock options granted year to date
864,860

 
1,365,970

 
 
 
 
Estimated fair value per non-qualified stock option
$
4.18

 
$
3.45

 
 
 
 
Assumptions used to value the options using a binomial option pricing model:
 
 
 
Risk-free interest rate
0.1% - 3.0%

 
0.1% - 1.9%

Dividend yield
3.8
%
 
3.7
%
Expected volatility
18.0
%
 
18.0
%
Expected forfeiture rate
2.0
%
 
2.0
%
Expected life (years)
5.8

 
5.9


The risk-free interest rate is based on the U.S. Treasury interest rate whose term is consistent with the expected life of the stock options. Dividend yield, expected volatility, expected forfeiture rate and expected life assumptions are based on Wisconsin Energy's historical experience.


June 2014
11
Wisconsin Electric Power Company
            

Form 10-Q

The following is a summary of Wisconsin Energy stock option activity by our employees during the three and six months ended June 30, 2014:

 
 
 
 
 
 
Weighted-
 
 
 
 
 
 
 
 
Average
 
 
 
 
 
 
Weighted-
 
Remaining
 
Aggregate
 
 
Number of
 
Average
 
Contractual Life
 
Intrinsic Value
Stock Options
 
Options
 
Exercise Price
 
(Years)
 
(Millions)
Outstanding as of April 1, 2014
 
7,897,837

 
$
28.89

 
 
 
 
Granted
 

 
$

 
 
 
 
Exercised
 
(87,377
)
 
$
24.54

 
 
 
 
Forfeited
 
(10,810
)
 
$
37.94

 
 
 
 
Outstanding as of June 30, 2014
 
7,799,650

 
$
28.92

 
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding as of January 1, 2014
 
7,688,843

 
$
26.92

 
 
 
 
Granted
 
864,860

 
$
41.03

 
 
 
 
Exercised
 
(736,858
)
 
$
22.05

 
 
 
 
Forfeited
 
(17,195
)
 
$
36.73

 
 
 
 
Outstanding as of June 30, 2014
 
7,799,650

 
$
28.92

 
5.6
 
$
140.4

 
 
 
 
 
 
 
 
 
Exercisable as of June 30, 2014
 
4,995,425

 
$
23.85

 
3.9
 
$
115.2


The intrinsic value of Wisconsin Energy options exercised by our employees was $2.0 million and $15.9 million for the three and six months ended June 30, 2014 and $11.2 million and $33.2 million for the same periods in 2013, respectively. Cash received by Wisconsin Energy from exercises of its options by our employees was $16.2 million and $38.2 million for the six months ended June 30, 2014 and 2013, respectively. The actual tax benefit realized for the tax deductions from option exercises for the same periods was $6.5 million and $13.3 million, respectively.

The following table summarizes information about Wisconsin Energy stock options held by our employees and outstanding as of June 30, 2014:

 
 
Options Outstanding
 
Options Exercisable
 
 
 
 
Weighted-Average
 
 
 
Weighted-Average
 
 
 
 
 
 
Remaining
 
 
 
 
 
Remaining
 
 
Number of
 
Exercise
 
Contractual
 
Number of
 
Exercise
 
Contractual
Range of Exercise Prices
 
Options
 
Price
 
Life (Years)
 
Options
 
Price
 
Life (Years)
$17.10  to  $21.11
 
1,580,215

 
$
20.70

 
3.8
 
1,580,215

 
$
20.70

 
3.8
$23.88  to  $29.35
 
3,207,810

 
$
24.66

 
3.7
 
3,207,810

 
$
24.66

 
3.7
$34.88  to  $41.03
 
3,011,625

 
$
37.78

 
8.5
 
207,400

 
$
35.47

 
7.7
 
 
7,799,650

 
$
28.92

 
5.6
 
4,995,425

 
$
23.85

 
3.9


June 2014
12
Wisconsin Electric Power Company
            

Form 10-Q

The following table summarizes information about our employees' non-vested Wisconsin Energy stock options during the three and six months ended June 30, 2014:

 
 
 
 
Weighted-Average
Non-Vested Stock Options
 
Number of Options
 
Fair Value
Non-vested as of April 1, 2014
 
2,826,995

 
$
3.65

Granted
 

 
$

Vested
 
(11,960
)
 
$
3.65

Forfeited
 
(10,810
)
 
$
3.65

Non-vested as of June 30, 2014
 
2,804,225

 
$
3.65

 
 
 
 
 
Non-vested as of January 1, 2014
 
2,289,400

 
$
3.38

Granted
 
864,860

 
$
4.18

Vested
 
(332,840
)
 
$
3.22

Forfeited
 
(17,195
)
 
$
3.56

Non-vested as of June 30, 2014
 
2,804,225

 
$
3.65


As of June 30, 2014, our total compensation costs related to non-vested Wisconsin Energy stock options held by our employees and not yet recognized was approximately $3.8 million, which is expected to be recognized over the next 19 months on a weighted-average basis.

Restricted Shares:   The following restricted stock activity related to our employees occurred during the three and six months ended June 30, 2014:

 
 
 
 
Weighted-Average
Restricted Shares
 
Number of Shares
 
Grant Date Fair Value
Outstanding as of April 1, 2014
 
102,773

 
 
Granted
 

 
$

Released
 

 
$

Forfeited
 
(827
)
 
$
38.83

Outstanding as of June 30, 2014
 
101,946

 
 
 
 
 
 
 
Outstanding as of January 1, 2014
 
98,226

 
 
Granted
 
51,873

 
$
40.98

Released
 
(46,228
)
 
$
34.31

Forfeited
 
(1,925
)
 
$
38.38

Outstanding as of June 30, 2014
 
101,946

 
 

Wisconsin Energy records the market value of the restricted stock awards on the date of grant and then we amortize our share of allocated expense over the vesting period of the awards. The intrinsic value of Wisconsin Energy restricted stock vesting and held by our employees was zero and $2.3 million for the three and six months ended June 30, 2014, and $0.4 million and $2.8 million for the same periods in 2013, respectively. The actual tax benefit realized for the tax deductions from released restricted shares was zero and $0.9 million for the three and six months ended June 30, 2014 and $0.2 million and $1.1 million for the same periods in 2013, respectively.

As of June 30, 2014, total compensation cost related to our share of Wisconsin Energy restricted stock not yet recognized was approximately $3.1 million, which is expected to be recognized over the next 24 months on a weighted-average basis.

Performance Units:   In January 2014 and 2013, the Compensation Committee awarded 224,735 and 230,245 Wisconsin Energy performance units, respectively, to our officers and other key employees under the Wisconsin Energy Performance Unit Plan. Performance units earned as of December 31, 2013 and 2012 vested and were settled during the first quarter of 2014 and 2013, and had a total intrinsic value of $13.1 million and $17.1 million,

June 2014
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Wisconsin Electric Power Company
            

Form 10-Q

respectively. The actual tax benefit realized for the tax deductions from the settlement of performance units was approximately $4.7 million and $6.2 million, respectively. As of June 30, 2014, total compensation cost related to our share of Wisconsin Energy performance units not yet recognized was approximately $11.1 million, which is expected to be recognized over the next 25 months on a weighted-average basis.

Restrictions:   Various financing arrangements and regulatory requirements impose certain restrictions on our ability to transfer funds to Wisconsin Energy in the form of cash dividends, loans or advances. In addition, under Wisconsin law, we are prohibited from loaning funds, either directly or indirectly, to Wisconsin Energy. See Note H -- Common Equity in our 2013 Annual Report on Form 10-K for additional information on these and other restrictions.

We do not believe that these restrictions will materially affect our operations or limit any dividend payments in the foreseeable future.


4 -- LONG-TERM DEBT

In May 2014, we issued $250 million of 4.25% Debentures due June 1, 2044. The debentures were issued under an existing shelf registration statement filed with the SEC in November 2013. The net proceeds were used to repay short-term debt and for general corporate purposes.

On April 1, 2014, we used short-term borrowings to retire $300 million of long-term debt that matured.

In June 2013, we issued $250 million of 1.70% Debentures due June 15, 2018. The debentures were issued under an existing shelf registration statement filed with the SEC in February 2011. The net proceeds were used to repay short-term debt and for other corporate purposes.

On May 15, 2013, we used short-term borrowings to retire $300 million of long-term debt that matured.


5 -- FAIR VALUE MEASUREMENTS

Fair value measurements require enhanced disclosures about assets and liabilities that are measured and reported at fair value and establish a hierarchal disclosure framework which prioritizes and ranks the level of observable inputs used in measuring fair value.

Fair value is the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). We primarily apply the market approach for recurring fair value measurements and attempt to utilize the best available information. Accordingly, we also utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. We are able to classify fair value balances based on the observability of those inputs. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

Assets and liabilities measured and reported at fair value are classified and disclosed in one of the following categories:

Level 1 -- Pricing inputs are unadjusted quoted prices available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Instruments in this category consist of financial instruments such as exchange-traded derivatives, cash equivalents and restricted cash investments.

Level 2 -- Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Instruments in this category include non-exchange-traded derivatives such as Over-the-Counter (OTC) forwards and options.


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Form 10-Q

Level 3 -- Pricing inputs include significant inputs that are generally less observable from objective sources. The inputs in the determination of fair value require significant management judgment or estimation. At each balance sheet date, we perform an analysis of all instruments subject to fair value reporting and include in Level 3 all instruments whose fair value is based on significant unobservable inputs.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an instrument's level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the instrument.

The following tables summarize our financial assets and liabilities by level within the fair value hierarchy:

Recurring Fair Value Measures
 
As of June 30, 2014
 
 
Level 1
 
Level 2
 
Level 3
 
Total
 
 
(Millions of Dollars)
Assets:
 
 
 
 
 
 
 
 
Derivatives
 
$
1.3

 
$
4.1

 
$
14.1

 
$
19.5

Total
 
$
1.3

 
$
4.1

 
$
14.1

 
$
19.5

 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
Derivatives
 
$

 
$
0.2

 
$

 
$
0.2

Total
 
$

 
$
0.2

 
$

 
$
0.2


Recurring Fair Value Measures
 
As of December 31, 2013
 
 
Level 1
 
Level 2
 
Level 3
 
Total
 
 
(Millions of Dollars)
Assets:
 
 
 
 
 
 
 
 
Derivatives
 
$
3.2

 
$
2.3

 
$
3.5

 
$
9.0

Total
 
$
3.2

 
$
2.3

 
$
3.5

 
$
9.0

 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
Derivatives
 
$

 
$
0.3

 
$

 
$
0.3

Total
 
$

 
$
0.3

 
$

 
$
0.3


Derivatives reflect positions we hold in exchange-traded derivative contracts and OTC derivative contracts. Exchange-traded derivative contracts, which include futures and exchange-traded options, are generally based on unadjusted quoted prices in active markets and are classified within Level 1. Some OTC derivative contracts are valued using broker or dealer quotations, or market transactions in either the listed or OTC markets utilizing a mid-market pricing convention (the mid-point between bid and ask prices), as appropriate. In such cases, these derivatives are classified within Level 2. Certain OTC derivatives may utilize models to measure fair value. Generally, we use a similar model to value similar instruments. Valuation models utilize various inputs which include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, other observable inputs for the asset or liability, and market-corroborated inputs (i.e., inputs derived principally from or corroborated by observable market data by correlation or other means). Where observable inputs are available for substantially the full term of the asset or liability, the instrument is categorized in Level 2. Certain OTC derivatives are in less active markets with a lower availability of pricing information which might not be observable in or corroborated by the market. When such inputs have a significant impact on the measurement of fair value, the instrument is categorized in Level 3.


June 2014
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Wisconsin Electric Power Company
            

Form 10-Q

The following table summarizes the changes to derivatives classified as Level 3 in the fair value hierarchy:

 
Three Months Ended June 30
 
Six Months Ended June 30
 
2014
 
2013
 
2014
 
2013
 
(Millions of Dollars)
 
 
 
 
 
 
 
 
Beginning Balance
$
1.7

 
$
1.6

 
$
3.5

 
$
4.7

Realized and unrealized gains (losses)

 

 

 

Purchases
15.6

 
10.6

 
15.6

 
10.6

Issuances

 

 

 

Settlements
(3.2
)
 
(3.0
)
 
(5.0
)
 
(6.1
)
Transfers in and/or out of Level 3

 

 

 

Balance as of June 30
$
14.1

 
$
9.2

 
$
14.1

 
$
9.2

 
 
 
 
 
 
 
 
Change in unrealized gains (losses) relating to instruments still held as of June 30
$

 
$

 
$

 
$


Derivative instruments reflected in Level 3 of the hierarchy include Midcontinent Independent System Operator, Inc. (MISO) Financial Transmission Rights (FTRs) that are measured at fair value each reporting period using monthly or annual auction shadow prices from relevant auctions. Changes in fair value for Level 3 recurring items are recorded on our balance sheet. See Note 6 -- Derivative Instruments for further information on the offset to regulatory assets and liabilities.

The carrying amount and estimated fair value of certain of our recorded financial instruments are as follows:

 
 
June 30, 2014
 
December 31, 2013
Financial Instruments
 
Carrying Amount
 
Fair
Value
 
Carrying Amount
 
Fair
Value
 
 
(Millions of Dollars)
Preferred stock, no redemption required
 
$
30.4

 
$
25.8

 
$
30.4

 
$
26.0

Long-term debt, including current portion
 
$
2,437.0

 
$
2,684.4

 
$
2,487.0

 
$
2,634.7


The carrying value of net accounts receivable, accounts payable and short-term borrowings approximates fair value due to the short-term nature of these instruments. The fair value of our preferred stock is estimated based upon the quoted market value for the same or similar issues. The fair value of our long-term debt, including the current portion of long-term debt, but excluding capitalized leases and unamortized discount on debt, is estimated based upon quoted market value for the same or similar issues or upon the quoted market prices of U.S. Treasury issues having a similar term to maturity, adjusted for the issuing company's bond rating and the present value of future cash flows.


6-- DERIVATIVE INSTRUMENTS

We utilize derivatives as part of our risk management program to manage the volatility and costs of purchased power, generation and natural gas purchases for the benefit of our customers. Our approach is non-speculative and designed to mitigate risk and protect against price volatility. Regulated hedging programs require prior approval by the Public Service Commission of Wisconsin (PSCW).

We record derivative instruments on the balance sheet as an asset or liability measured at its fair value, and changes in the derivative's fair value are recognized currently in earnings unless specific hedge accounting criteria are met or we receive regulatory treatment for the derivative. For most energy related physical and financial contracts in our regulated operations that qualify as derivatives, the PSCW allows the effects of the fair market value accounting to be offset to regulatory assets and liabilities. As of June 30, 2014, we recognized $0.8 million in regulatory assets and $18.9 million in regulatory liabilities related to derivatives in comparison to $0.3 million in regulatory assets and $8.1 million in regulatory liabilities as of December 31, 2013.


June 2014
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Wisconsin Electric Power Company
            

Form 10-Q

We record our current derivative assets on the balance sheet in prepayments and other current assets and the current portion of the liabilities in other current liabilities. As of June 30, 2014, none of our derivative assets or derivative liabilities were considered long-term. Our Consolidated Condensed Balance Sheets as of June 30, 2014 and December 31, 2013 include:

 
 
June 30, 2014
 
December 31, 2013
 
 
Derivative Asset
 
Derivative Liability
 
Derivative Asset
 
Derivative Liability
 
 
(Millions of Dollars)
Natural Gas
 
$
4.0

 
$

 
$
2.8

 
$
0.1

Fuel Oil
 
0.2

 

 
0.6

 

FTRs
 
14.1

 

 
3.5

 

Coal
 
1.2

 
0.2

 
2.1

 
0.2

Total
 
$
19.5

 
$
0.2

 
$
9.0

 
$
0.3


Our Consolidated Condensed Income Statements include gains (losses) on derivative instruments used in our risk management strategies under fuel and purchased power for those commodities supporting our electric operations and under cost of gas sold for the natural gas sold to our customers. Our estimated notional volumes and gains (losses) were as follows:

 
 
Three Months Ended June 30, 2014
 
Three Months Ended June 30, 2013
 
 
Volume
 
Gains (Losses)
 
Volume
 
Gains (Losses)
 
 
 
 
(Millions of Dollars)
 
 
 
(Millions of Dollars)
 
 
 
 
 
 
 
 
 
Natural Gas
 
5.4 million Dth
 
$
1.5

 
5.5 million Dth
 
$
1.1

Fuel Oil
 
2.4 million gallons
 
0.4

 
2.2 million gallons
 
0.1

FTRs
 
7.4 million MWh
 
2.6

 
6.5 million MWh
 
4.7

Total
 
 
 
$
4.5

 
 
 
$
5.9

 
 
Six Months Ended June 30, 2014
 
Six Months Ended June 30, 2013
 
 
Volume
 
Gains (Losses)
 
Volume
 
Gains (Losses)
 
 
 
 
(Millions of Dollars)
 
 
 
(Millions of Dollars)
 
 
 
 
 
 
 
 
 
Natural Gas
 
12.6 million Dth
 
$
5.4

 
14.6 million Dth
 
$
(2.1
)
Fuel Oil
 
4.4 million gallons
 
0.6

 
3.7 million gallons
 
0.2

FTRs
 
13.1 million MWh
 
9.6

 
12.3 million MWh
 
5.6

Total
 
 
 
$
15.6




$
3.7

 
 
 
 
 
 
 
 
 
As of June 30, 2014 and December 31, 2013, we posted collateral of $0.2 million and zero, respectively, in our margin accounts. These amounts are recorded on the balance sheets in other current assets.

The fair value amounts recognized for the right to reclaim cash collateral or the obligation to return cash collateral are not offset against the fair value amounts recognized for derivative instruments executed with the same counterparty under the same master netting arrangement.

June 2014
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Wisconsin Electric Power Company
            

Form 10-Q

The table below shows derivative assets and derivative liabilities if derivative instruments by counterparty were presented net on the balance sheet as of June 30, 2014 and December 31, 2013.

 
June 30, 2014
 
December 31, 2013
 
Derivative
 
Derivative
 
Derivative
 
Derivative
 
Asset
 
Liability
 
Asset
 
Liability
 
(Millions of Dollars)
 
 
 
 
 
 
 
 
Gross Amount Recognized on the Balance Sheet
$
19.5

 
$
0.2

 
$
9.0

 
$
0.3

Gross Amount Not Offset on Balance Sheet (a)

 

 

 

Net Amount
$
19.5

 
$
0.2

 
$
9.0

 
$
0.3

 
 
 
 
 
 
 
 

(a)
Gross Amount Not Offset on Balance Sheet includes no cash collateral posted as of June 30, 2014 and December 31, 2013.


7 -- BENEFITS

The components of our net periodic pension and Other Post-Retirement Employee Benefits (OPEB) costs for the three and six months ended June 30 were as follows:
 
Pension Costs
 
Three Months Ended June 30
 
Six Months Ended June 30
Benefit Plan Cost Components
2014
 
2013
 
2014
 
2013
 
(Millions of Dollars)
Net Periodic Benefit Cost
 
 
 
 
 
 
 
Service cost
$
2.2

 
$
3.0

 
$
4.7

 
$
6.9

Interest cost
14.9

 
13.0

 
29.7

 
26.2

Expected return on plan assets
(19.8
)
 
(19.3
)
 
(39.6
)
 
(38.6
)
Amortization of:
 
 
 
 
 
 
 
Prior service cost
0.5

 
0.6

 
1.0

 
1.1

Actuarial loss
6.9

 
10.5

 
13.5

 
20.9

Net Periodic Benefit Cost
$
4.7

 
$
7.8

 
$
9.3

 
$
16.5

 
 
 
 
 
 
 
 
 
OPEB Costs
 
Three Months Ended June 30
 
Six Months Ended June 30
Benefit Plan Cost Components
2014
 
2013
 
2014
 
2013
 
(Millions of Dollars)
Net Periodic Benefit Cost
 
 
 
 
 
 
 
Service cost
$
1.9

 
$
2.2

 
$
4.0

 
$
4.7

Interest cost
3.6

 
3.1

 
7.2

 
6.3

Expected return on plan assets
(4.1
)
 
(3.6
)
 
(8.1
)
 
(7.2
)
Amortization of:
 
 
 
 
 
 
 
Transition obligation

 

 

 

Prior service (credit)
(0.4
)
 
(0.4
)
 
(0.8
)
 
(0.9
)
Actuarial loss
0.1

 
0.3

 
0.1

 
0.7

Net Periodic Benefit Cost
$
1.1

 
$
1.6

 
$
2.4

 
$
3.6

 
 
 
 
 
 
 
 

We made no contributions to our qualified benefit plans during the first six months of 2014 and 2013. Future contributions to the plans will be dependent upon many factors, including the performance of existing plan assets and long-term discount rates.

June 2014
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Form 10-Q

Postemployment Benefits:   Postemployment benefits provided to former or inactive employees are recognized when an event occurs. The estimated liability for such benefits was $2.8 million as of both June 30, 2014 and December 31, 2013.


8 -- SEGMENT INFORMATION

Summarized financial information concerning our reportable segments for the three and six months ended June 30, 2014 and 2013 is shown in the following table:

 
 
Reportable Segments
 
 
 
 
Electric
 
Gas
 
Steam
 
Total
 
 
(Millions of Dollars)
Three Months Ended
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
June 30, 2014
 
 
 
 
 
 
 
 
Operating Revenues (a)
 
$
813.7

 
$
83.8

 
$
8.2

 
$
905.7

Operating Income
 
$
135.3

 
$
8.5

 
$
0.4

 
$
144.2

 
 
 
 
 
 
 
 
 
June 30, 2013
 
 
 
 
 
 
 
 
Operating Revenues (a)
 
$
793.2

 
$
79.4

 
$
7.9

 
$
880.5

Operating Income
 
$
116.9

 
$
7.8

 
$
(0.5
)
 
$
124.2

 
 
 
 
 
 
 
 
 
Six Months Ended
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
June 30, 2014
 
 
 
 
 
 
 
 
Operating Revenues (a)
 
$
1,699.5

 
$
406.3

 
$
26.6

 
$
2,132.4

Operating Income
 
$
304.2

 
$
53.9

 
$
7.9

 
$
366.0

 
 
 
 
 
 
 
 
 
June 30, 2013
 
 
 
 
 
 
 
 
Operating Revenues (a)
 
$
1,605.5

 
$
256.6

 
$
23.0

 
$
1,885.1

Operating Income (Loss)
 
$
246.8

 
$
46.3

 
$
4.2

 
$
297.3


(a)
We account for all intersegment revenues at rates established by the PSCW. Intersegment revenues were not material.


9 -- VARIABLE INTEREST ENTITIES

The primary beneficiary of a variable interest entity must consolidate the related assets and liabilities. Certain disclosures are required by sponsors, significant interest holders in variable interest entities and potential variable interest entities.

We assess our relationships with potential variable interest entities such as our coal suppliers, natural gas suppliers, coal and gas transporters, and other counterparties in power purchase agreements and joint ventures. In making this assessment, we consider the potential that our contracts or other arrangements provide subordinated financial support, the potential for us to absorb losses or rights to residual returns of the entity, the ability to directly or indirectly make decisions about the entities' activities and other factors.

We have identified a purchased power agreement which represents a variable interest. This agreement is for 236 MW of firm capacity from a gas-fired cogeneration facility and we account for it as a capital lease. The agreement includes no minimum energy requirements over the remaining term of approximately eight years. We have examined the risks of the entity including operations and maintenance, dispatch, financing, fuel costs and other factors, and have determined that we are not the primary beneficiary of the entity. We do not hold an equity or debt interest in the entity and there is no residual guarantee associated with the purchased power agreement.


June 2014
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Wisconsin Electric Power Company
            

Form 10-Q

We have approximately $194.9 million of required payments over the remaining term of this agreement. We believe that the required lease payments under this contract will continue to be recoverable in rates. Total capacity and lease payments under contracts considered variable interests for the six months ended June 30, 2014 and 2013 were $26.7 million and $25.2 million, respectively. Our maximum exposure to loss is limited to the capacity payments under the contract.


10 -- COMMITMENTS AND CONTINGENCIES

Environmental Matters:   We periodically review our exposure for environmental remediation costs as evidence becomes available indicating that our liability has changed. Given current information, including the following, we believe 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 our financial position or results of operations.

We have a program of comprehensive environmental remediation planning for former manufactured gas plant sites and coal combustion product disposal sites. We perform ongoing assessments of our manufactured gas plant sites and related disposal sites, as well as our coal combustion product disposal/landfill sites. We are working with the Wisconsin Department of Natural Resources (WDNR) in our investigation and remediation planning. At this time, we cannot estimate future remediation costs associated with these sites beyond those described below.

Manufactured Gas Plant Sites:   We have identified several sites at which we or a predecessor company historically owned or operated a manufactured gas plant. These sites have been substantially remediated or are at various stages of investigation, monitoring and remediation. We have also identified other sites that may have been impacted by historical manufactured gas plant activities. Based upon on-going analysis, we estimate that the future costs for detailed site investigation and future remediation costs may range from $9 million to $17 million over the next ten years. This estimate is dependent upon several variables including, among other things, the extent of remediation, changes in technology and changes in regulation. As of June 30, 2014, we have established reserves of $10.8 million related to future remediation costs.

Historically, the PSCW has allowed Wisconsin utilities, including us, to defer the costs spent on the remediation of manufactured gas plant sites, and has allowed for these costs to be recovered in rates over five years. Accordingly, we have recorded a regulatory asset for remediation costs.

Divested Assets:   Pursuant to the sale of the Point Beach Nuclear Power Plant, we agreed to indemnification provisions customary to transactions involving the sale of nuclear assets. We also provided customary indemnifications to Wisconsin Power and Light Company, a subsidiary of Alliant Energy Corp., in connection with the sale of our interest in Edgewater Generating Unit 5.


11 -- SUPPLEMENTAL CASH FLOW INFORMATION

During the six months ended June 30, 2014, we paid $60.6 million in interest, net of amounts capitalized, and paid $12.0 million in income taxes, net of refunds. During the six months ended June 30, 2013, we paid $63.0 million in interest, net of amounts capitalized, and received $7.8 million in net refunds from income taxes.

As of June 30, 2014 and 2013, the amount of accounts payable related to capital expenditures was $3.1 million and $5.2 million, respectively.

During the six months ended June 30, 2014 and 2013, our equity in earnings from ATC was $30.5 million and $29.8 million, respectively. During the six months ended June 30, 2014 and 2013, distributions received from ATC were $25.0 million and $23.5 million, respectively.


June 2014
20
Wisconsin Electric Power Company
            

Form 10-Q

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                 AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS -- THREE MONTHS ENDED JUNE 30, 2014
 

Electric Utility Revenues and Sales

The following table compares electric utility operating revenues and MWh sales by customer class during the second quarter of 2014 with the second quarter of 2013, including favorable (better (B)) or unfavorable (worse (W)) variances:

 
 
Three Months Ended June 30
 
 
Electric Revenues
 
MWh
Electric Utility Operations
 
2014
 
B (W)
 
2013
 
2014
 
B (W)
 
2013
 
 
(Millions of Dollars)
 
(Thousands)
Customer Class
 
 
 
 
 
 
 
 
 
 
 
 
Residential
 
$
275.0

 
$
(2.2
)
 
$
277.2

 
1,780.7

 
(70.7
)
 
1,851.4

Small Commercial/Industrial
 
256.6

 
0.4

 
256.2

 
2,085.2

 
(54.2
)
 
2,139.4

Large Commercial/Industrial
 
162.9

 
(17.0
)
 
179.9

 
1,854.7

 
(356.8
)
 
2,211.5

Other - Retail
 
5.4

 
0.1

 
5.3

 
34.8

 
(0.7
)
 
35.5

Total Retail
 
699.9

 
(18.7
)
 
718.6

 
5,755.4

 
(482.4
)
 
6,237.8

Wholesale - Other
 
32.9

 
(4.3
)
 
37.2

 
471.3

 
(50.6
)
 
521.9

Resale - Utilities
 
56.5

 
27.7

 
28.8

 
1,483.8

 
593.0

 
890.8

Other Operating Revenues
 
23.0

 
14.4

 
8.6

 

 

 

Total
 
812.3

 
19.1

 
793.2

 
7,710.5

 
60.0

 
7,650.5

Electric Customer Choice (a)
 
1.4

 
1.4

 

 
627.5

 
627.5

 

Total, including electric customer choice
 
$
813.7

 
$
20.5

 
$
793.2

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weather -- Degree Days (b)
 
 
 
 
 
 
 
 
 
 
 
 
Heating (941 Normal)
 
 
 
 
 
 
 
976

 
(53
)
 
1,029

Cooling (173 Normal)
 
 
 
 
 
 
 
108

 
(30
)
 
138

 
 
 
 
 
 
 
 
 
 
 
 
 
(a) Represents distribution sales for customers who have purchased power from an alternative electric supplier in Michigan.
 
 
 
 
 
 
 
 
 
 
 
 
 
(b) As measured at Mitchell International Airport in Milwaukee, Wisconsin. Normal degree days are based upon a 20-year
moving average.
 
 
 
 
 
 
 
 
 
 
 
 

Our electric utility operating revenues increased by $20.5 million, or 2.6%, when compared to the second quarter of 2013. The most significant factors that caused a change in revenues were:

A $27.7 million increase in sales for resale resulting from increased sales into the MISO Energy Markets as a result of Michigan's alternative electric supplier program.
A $22.1 million decrease in large commercial/industrial sales because of the two iron ore mines switching to an alternative electric supplier in September 2013. See Factors Affecting Results, Liquidity and Capital Resources - Electric Transmission and Energy Markets - Restructuring in Michigan, for a discussion of the impact of industry restructuring in Michigan on our electric sales.
A $14.4 million increase in other operating revenues, primarily driven by the recognition of $13.0 million related to revenues under the System Support Resource (SSR) agreement with MISO. See Factors Affecting Results, Liquidity and Capital Resources - Electric Transmission and Energy Markets - Restructuring in Michigan, for a discussion of the SSR payments.
Wisconsin net retail pricing increases of $9.1 million, which are primarily related to our 2013 Wisconsin Rate Case. For information on the rate order in the 2013 rate case and the 2014 fuel credits, see Factors Affecting Results, Liquidity and Capital Resources -- Rates and Regulatory Matters.
Unfavorable weather decreased electric revenues by an estimated $5.3 million.

As measured by cooling degree days, the second quarter of 2014 was 21.7% cooler than the same period in 2013

June 2014
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Wisconsin Electric Power Company
            

Form 10-Q

and 37.6% cooler than normal. We believe the cooler weather was the primary driver of reduced sales to our residential and small commercial/industrial customers. Sales to large commercial/industrial customers decreased by 16.1%, primarily because of the loss of the two iron ore mines in Michigan as retail electric customers. If the sales to the mines in the second quarter of 2013 are excluded, sales to our large commercial/industrial customers decreased 0.2%.

Fuel and Purchased Power

Our fuel and purchased power costs increased by $16.3 million, or 5.9%, when compared to the second quarter of 2013. This increase was primarily caused by higher generating costs driven by an increase in natural gas prices as compared to the second quarter of 2013.

Gas Utility Revenues, Gross Margin and Therm Deliveries

A comparison follows of gas utility operating revenues, gross margin and gas deliveries during the second quarter of 2014 with the second quarter of 2013. We believe gross margin is a better performance indicator than revenues because changes in the cost of gas sold flow through to revenue under gas cost recovery mechanisms. Between the comparative periods, total gas operating revenues increased by $4.4 million, or 5.5%. Cost of gas sold increased by $3.5 million, or 7.5%, because of an 1.8% increase in the average cost of delivered gas.

 
Three Months Ended June 30
 
2014
 
B (W)
 
2013
 
(Millions of Dollars)
 
 
 
 
 
 
Gas Operating Revenues
$
83.8

 
$
4.4

 
$
79.4

Cost of Gas Sold
50.4

 
(3.5
)
 
46.9

Gross Margin
$
33.4

 
$
0.9

 
$
32.5


The following table compares gas utility gross margin and natural gas therm deliveries by customer class during the second quarter of 2014 with the second quarter of 2013:

 
 
Three Months Ended June 30
 
 
Gross Margin
 
Therms
Gas Utility Operations
 
2014
 
B (W)
 
2013
 
2014
 
B (W)
 
2013
 
 
(Millions of Dollars)
 
(Millions)
Customer Class
 
 
 
 
 
 
 
 
 
 
 
 
Residential
 
$
22.4

 
$
0.6

 
$
21.8

 
56.3

 
2.8

 
53.5

Commercial/Industrial
 
6.5

 

 
6.5

 
32.6

 
(0.8
)
 
33.4

Interruptible
 
0.1

 

 
0.1

 
0.7

 
(0.4
)
 
1.1

Total Retail
 
29.0

 
0.6

 
28.4

 
89.6

 
1.6

 
88.0

Transported Gas
 
3.8

 
0.1

 
3.7

 
77.6

 
7.1

 
70.5

Other Operating
 
0.6

 
0.2

 
0.4

 

 

 

Total
 
$
33.4

 
$
0.9

 
$
32.5

 
167.2

 
8.7

 
158.5

 
 
 
 
 
 
 
 
 
 
 
 
 
Weather -- Degree Days (a)
 
 
 
 
 
 
 
 
 
 
 
 
Heating (941 Normal)
 
 
 
 
 
 
 
976

 
(53
)
 
1,029

 
 
 
 
 
 
 
 
 
 
 
 
 
(a) As measured at Mitchell International Airport in Milwaukee, Wisconsin. Normal degree days are based upon a 20-year
moving average.
 
 
 
 
 
 
 
 
 
 
 
 

Our gas margin increased by $0.9 million, or approximately 2.8%, when compared to the second quarter of 2013. The unfavorable impact of weather was offset by favorable impacts tied to the economy and customer growth. As measured by heating degree days, the second quarter of 2014 was 5.2% warmer than the same period in 2013 and 3.7% colder than normal.

June 2014
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Wisconsin Electric Power Company
            

Form 10-Q

Other Operation and Maintenance Expense

Our other operation and maintenance expense decreased by $16.0 million, or approximately 4.8%, when compared to the second quarter of 2013. This decrease was primarily driven by lower benefit costs.

Depreciation and Amortization Expense

Our depreciation and amortization expense increased by $3.8 million, or approximately 5.5%, when compared to the second quarter of 2013 primarily because of an overall increase in utility plant in service. Our new biomass plant went into service in November 2013.

Treasury Grant

In December 2013, we filed an application with the United States Treasury for a Section 1603 Renewable Energy Treasury Grant (Treasury Grant) related to the construction of our biomass facility. In December 2013 we recognized income related to the Treasury Grant and we deferred as a regulatory liability the grant proceeds that would be returned to customers subsequent to December 31, 2013. In connection with our Wisconsin retail electric rates that became effective January 1, 2013, our Wisconsin retail electric customers began receiving bill credits for the expected grant proceeds plus the related tax benefits. We began to record grant income when the biomass facility was placed into service in the fourth quarter of 2013.
In June 2014, we received approximately $76.2 million related to the Treasury Grant. The PSCW approved escrow accounting for the Treasury Grant and the proceeds we received that exceeded the amounts originally included in rates will be returned to customers in future rate proceedings.
As noted above, our Wisconsin retail electric customers are currently receiving bill credits related to the Treasury Grant plus related tax benefits. During 2014, we are recognizing Treasury Grant income to match the bill credits related to the grant that our Wisconsin retail electric customers are receiving.
Other Income, net

 
 
Three Months Ended June 30
Other Income, net
 
2014
 
B (W)
 
2013
 
 
(Millions of Dollars)
 
 
 
 
 
 
 
Gain on Property Sales
 
$
4.3

 
$
4.1

 
$
0.2

AFUDC - Equity
 
1.0

 
(3.5
)
 
4.5

Other
 
0.6

 
(0.1
)
 
0.7

Other Income, net
 
$
5.9

 
$
0.5

 
$
5.4


Other income, net increased by $0.4 million, or approximately 7.4%, when compared to the second quarter of 2013. The decrease in AFUDC - Equity is primarily related to the biomass plant going into service in November 2013.

Interest Expense, net

 
 
Three Months Ended June 30
Interest Expense
 
2014
 
B (W)
 
2013
 
 
(Millions of Dollars)
 
 
 
 
 
 
 
Gross Interest Costs
 
$
28.1

 
$
4.2

 
$
32.3

Less: Capitalized Interest
 
0.4

 
(1.6
)
 
2.0

Interest Expense, net
 
$
27.7

 
$
2.6

 
$
30.3


Our gross interest costs decreased by $4.2 million, or approximately 13.0%, when compared to the second quarter of 2013 primarily due to lower debt levels and lower average interest rates. Our capitalized interest decreased by $1.6 million primarily because of lower construction work in progress as the biomass plant went into service in

June 2014
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Wisconsin Electric Power Company
            

Form 10-Q

November 2013. As a result, our net interest expense decreased by $2.6 million, or 8.6%, as compared to the second quarter of 2013.

Income Tax Expense

For the second quarter of 2014, our effective tax rate was 34.4% compared to 36.1% for the second quarter of 2013. This decrease in our effective tax rate was primarily due to the favorable recognition of a prior year federal tax position partially offset by reduced tax benefits associated with Treasury Grant income and decreased AFUDC - Equity. For additional information, see Note G -- Income Taxes in our 2013 Annual Report on Form 10-K.


RESULTS OF OPERATIONS -- SIX MONTHS ENDED JUNE 30, 2014


Electric Utility Revenues and Sales

The following table compares electric utility operating revenues and MWh sales by customer class during the first six months of 2014 with the first six months of 2013, including favorable (better (B)) or unfavorable (worse (W)) variances:

 
 
Six Months Ended June 30
 
 
Electric Revenues
 
MWh
Electric Utility Operations
 
2014
 
B (W)
 
2013
 
2014