WISCONSIN ELECTRIC POWER CO - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - WISCONSIN ELECTRIC POWER CO	Financial_Report.xls
EX-31.1 - WISCONSIN ELECTRIC EXHIBIT 31.1 - WISCONSIN ELECTRIC POWER CO	wepco06302014ex311.htm
EX-31.2 - WISCONSIN ELECTRIC EXHIBIT 31.2 - WISCONSIN ELECTRIC POWER CO	wepco06302014ex312.htm
EX-32.2 - WISCONSIN ELECTRIC EXHIBIT 32.2 - WISCONSIN ELECTRIC POWER CO	wepco06302014ex322.htm
EX-32.1 - WISCONSIN ELECTRIC EXHIBIT 32.1 - WISCONSIN ELECTRIC POWER CO	wepco06302014ex321.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	7

	Part I -- Financial Information

1.	Financial Statements

	Consolidated Condensed Income Statements	8

	Consolidated Condensed Balance Sheets	9

	Consolidated Condensed Statements of Cash Flows	10

	Notes to Consolidated Condensed Financial Statements	11

2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21

3.	Quantitative and Qualitative Disclosures About Market Risk	34

4.	Controls and Procedures	34

	Part II -- Other Information

1.	Legal Proceedings	35

1A.	Risk Factors	35

6.	Exhibits	37

	Signatures	38



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
NO_x		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	13	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.



June 2014	14	Wisconsin Electric Power Company

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	15	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	16	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	17	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	18	Wisconsin Electric Power Company

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	19	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	21	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	22	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

WISCONSIN ELECTRIC POWER CO - FORM 10-Q - August 1, 2014

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