-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LjGdcQXzyy+176T1k42DuVjXzYtEMFmu6eqJnjeodjqlN9e2gklLUCwtkAnUYsCU FWbzPH849UMHx9VMfLG7Uw== 0000100122-01-000004.txt : 20010307 0000100122-01-000004.hdr.sgml : 20010307 ACCESSION NUMBER: 0000100122-01-000004 CONFORMED SUBMISSION TYPE: U-3A-2 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TUCSON ELECTRIC POWER CO CENTRAL INDEX KEY: 0000100122 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 860062700 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-3A-2 SEC ACT: SEC FILE NUMBER: 069-00293 FILM NUMBER: 1557689 BUSINESS ADDRESS: STREET 1: ONE SOUTH CHURCH STREET 2: SUITE 100 CITY: TUCSON STATE: AZ ZIP: 85701 BUSINESS PHONE: 5025714000 FORMER COMPANY: FORMER CONFORMED NAME: TUCSON GAS & ELECTRIC CO /AZ/ DATE OF NAME CHANGE: 19790528 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNISOURCE ENERGY CORP CENTRAL INDEX KEY: 0000941138 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 860786732 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-3A-2 SEC ACT: SEC FILE NUMBER: 069-00293-03 FILM NUMBER: 1557690 BUSINESS ADDRESS: STREET 1: 220 WEST SIXTH STREET STREET 2: C/O TUSCON ELECTRIC POWER CO CITY: TUCSON STATE: AZ ZIP: 85701 BUSINESS PHONE: 5205714000 MAIL ADDRESS: STREET 1: 220 WEST SIXTH STREET STREET 2: C/O TUSCON ELECTRIC POWER CO CITY: TUCSON STATE: AZ ZIP: 85701 U-3A-2 1 0001.txt U3A2 File No. 69-427 File No. 69-293 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM U-3A-2 Statement by Holding Company Claiming Exemption Under Rule U-3A-2 from the Provisions of the Public Utility Holding Company Act of 1935 To be Filed Annually Prior to March 1 UNISOURCE ENERGY CORPORATION hereby files with the Securities and Exchange Commission, pursuant to Rule 2, its statement claiming exemption as a holding company, and TUCSON ELECTRIC POWER COMPANY hereby files with the Securities and Exchange Commission, pursuant to Rule 2, its statement claiming exemption as a holding company from the provisions of the Public Utility Holding Company Act of 1935, and submits the following information: 1. Name, State of organization, location and nature of business of claimant[s] and every subsidiary thereof, other than any exempt wholesale generator (EWG) or foreign utility company in which claimant[s] directly or indirectly holds an interest. UniSource Energy Corporation ("UniSource Energy") was incorporated under the laws of the State of Arizona and is a holding company organized to acquire and hold the securities of other corporations. UniSource Energy controls, directly or indirectly, 10% or more of the "voting securities" of the following subsidiaries: I. Tucson Electric Power Company ("TEP") was incorporated under the laws of the State of Arizona and is a wholly-owned subsidiary of UniSource Energy. TEP was organized as an operating public utility engaged in the generation, purchase, transmission, distribution and sale of electricity to retail customers in the City of Tucson, Arizona, and the surrounding area and to wholesale customers. TEP holds the stock of Escavada Company, San Carlos Resources Inc. ("San Carlos"), Sierrita Resources Inc. ("SRI"), Tucson Resources Inc. ("TRI") and Tucsonel Inc., and holds a portion of the stock of Inncom International, Inc. and TruePricing, Inc. A. Escavada Company was incorporated under the laws of the State of Arizona and is a wholly-owned subsidiary of TEP. Escavada Company was formed to engage in the business of maintaining miscellaneous assets and property. B. San Carlos was incorporated under the laws of the State of Arizona and is a wholly-owned subsidiary of TEP. San Carlos holds the title to Unit No. 2 of the Springerville Generating Station, a generating facility in commercial operation located in Apache County, Arizona, and is the lessee, jointly and severally with TEP, of an undivided one-half interest in all facilities and personal property used in common between Unit No. 1 and Unit No. 2 of the Springerville Generating Station. San Carlos is not the operator of Unit No. 2 or any of such common facilities. C. SRI was incorporated under the laws of the State of Delaware and is a wholly-owned subsidiary of TEP. SRI was formed primarily to invest in financial assets. 1. Santa Cruz Resources Inc. was incorporated under the laws of the State of Delaware and is a wholly-owned subsidiary of SRI. Santa Cruz Resources Inc. held an investment in a financial service company. D. TRI was incorporated under the laws of the State of Delaware and is a wholly-owned subsidiary of TEP. TRI was formed primarily to invest in financial assets. 1. Sabino Investing Inc. was incorporated under the laws of the State of Delaware and is a wholly-owned subsidiary of TRI. Sabino Investing Inc. holds certain real estate assets. E. Tucsonel Inc. was incorporated under the laws of the State of Arizona and is a wholly-owned subsidiary of TEP. Tucsonel Inc. is presently inactive. F. Inncom International, Inc. was incorporated under the laws of the State of Delaware and is approximately 15% owned by TEP. Inncom International, Inc. was formed to provide demand-side and energy efficiency services. G. TruePricing, Inc. was incorporated under the laws of the State of Delaware and is approximately 24% owned by TEP. TruePricing, Inc. was formed to develop technology services that provide pricing and other related information to consumers for a wide variety of products, including utility services. II. Millennium Energy Holdings, Inc. ("Millennium") was incorporated under the laws of the State of Arizona and is a wholly-owned subsidiary of UniSource Energy. Millennium holds all of the stock of Advanced Energy Technologies, Inc. ("AET"), Ion International, Inc.("Ion"), MEH Corporation("MEH"), Nations Energy Corporation ("Nations"), Southwest Energy Solutions, Inc. ("SES"), SWPP Investment Company ("SWPP") and a portion of the voting stock of MicroSat Systems, Inc. A. AET was incorporated under the laws of the State of Arizona and is a wholly-owned subsidiary of Millennium. AET was formed to develop certain distributed energy projects, as well as renewable energy sources. 1. Global Solar Holdings, L.L.C. ("Global Solar") (formerly known as Global Solar Energy, L.L.C.) was organized under the laws of the State of Arizona and is 66.6% owned by AET. Global Solar was formed to engage in the manufacture and sale of thin-film photovoltaic modules for distributed energy applications. a. Global Energy Solutions, Inc. was incorporated under the laws of the State of Arizona and is a wholly-owned subsidiary of Global Solar. Global Energy Solutions, Inc. was formed to hold the stock of Global Solar Energy, Inc., Infinite Power Solutions, Inc. and SOFC, Inc. i. Global Solar Energy, Inc. was incorporated under the laws of the State of Arizona and is a wholly-owned subsidiary of Global Energy Solutions, Inc. Global Solar Energy, Inc. was formed to engage in the research development, and commercialization of thin-film photovoltaic materials and devices for commercial, residential, industrial and military applications. (1) Global Solar Energy International Holdings was organized under the laws of the Cayman Islands and is a wholly-owned subsidiary of Global Solar Energy, Inc. Global Solar Energy International Holdings was formed to serve as an investment holding company for Global Solar Energy (India) Limited. (a) Global Solar Energy Technologies was organized under the laws of Mauritius and is a wholly-owned subsidiary of Global Solar Energy International Holdings. Global Solar Energy Technologies was formed to serve as an investment holding company for Global Solar Energy (India) Limited. (i) Global Solar Energy (India) Limited was organized under the laws of the Republic of India and is owned 50% by Global Solar Energy Technologies. Global Solar Energy (Ltd.), India was formed to engage in the research, development, and commercialization of thin film photovoltaic materials and devices for commercial, residential, industrial and military applications in India. ii. Infinite Power Solutions, Inc. was incorporated under the laws of the State of Arizona and is a wholly-owned subsidiary of Global Energy Solutions, Inc. Infinite Power Solutions, Inc. was formed to engage in the research, development and commercialization of thin-film lithium batteries. iii. SOFC, Inc. was incorporated under the laws of the State of Arizona and is a wholly-owned subsidiary of Global Energy Solutions, Inc. SOFC, Inc. was formed to engage in the research, development and commercialization of solid oxide fuel cell technologies. B. Ion was incorporated under the laws of the State of Arizona and is a wholly-owned subsidiary of Millennium. Ion was formed to provide energy services to commercial users of gas and electricity. C. MEH was incorporated under the laws of the State of Arizona and is a wholly-owned subsidiary of Millennium. MEH was formed to hold an interest in NewEnergy, Inc, (previously known as New Energy Ventures, Inc.). On July 23, 1999, MEH sold all of its interest in NewEnergy, Inc. to a third party. D. MicroSat Systems, Inc. was incorporated under the laws of the State of Colorado and is 49% owned by Millennium. MicroSat Systems, Inc. was formed to conduct research and development and to commercialize micro satellite systems. E. Nations was incorporated under the laws of the State of Arizona and is a wholly-owned subsidiary of Millennium. Nations was formed to develop and invest in independent power projects in global energy markets, including QFs, EWGs and FUCOs, located in the United States and abroad. 1. Nations-Colorado Energy Corporation ("Nations-Colorado") was incorporated under the laws of the State of Delaware and is a wholly-owned subsidiary of Nations. Nations-Colorado is presently inactive and in the process of being dissolved. 2. Nations Energy-Chalmette, LLC was formed under the laws of the State of Delaware and is a wholly-owned subsidiary of Nations. Nations Energy-Chalmette, LLC was formed to own and operate an electric and thermal energy generating facility in Chalmette, Louisiana. In 2000, Nations assigned its interest in the Chalmette Project to a third party. 3. Nations International Holdings, Ltd. was incorporated under the laws of the Cayman Islands and is a wholly-owned subsidiary of Nations. Nations International Holdings, Ltd. was formed to hold an interest, through its subsidiary Nations Curacao Ltd., in an independent power project in Curacao. a. Nations Curacao Ltd. was incorporated under the laws of the Cayman Islands and is a wholly-owned subsidiary of Nations International Holdings, Ltd. Nations Curacao Ltd. was formed to invest in an independent power project located in Curacao. See Item 4 and Exhibit B for a description of the Curacao project and related structure. b. Nation Curacao Operating Ltd. was incorporated under the laws of the Cayman Islands and is a wholly-owned subsidiary of Nations International Holdings, Ltd. Nations Curacao Operating Ltd. was formed to operate or contract with others to operate the independent power project being developed and owned by Nations International Holdings, Ltd. or subsidiaries thereof. 4. Nations International Ltd. was incorporated under the laws of the Cayman Islands and is a wholly-owned subsidiary of Nations. Nations International Ltd. was formed to invest in international independent power projects. Nations International Ltd. owns a 40% interest in Corporacion Panamena de Energia S.A., a Panama company, ("COPESA"), which owns a power project located in Panama. a. Biomasa Generacion, S. de R.L. de C.V. was formed under the laws of Honduras and is 91% owned by Nations International Ltd. Biomasa Generacion, S. de R.L. de C.V. was formed to develop and own biomass-fueled non- utility generating projects in Honduras and is currently inactive. b. Nations BioGen Ltd. was incorporated under the laws of the Cayman Islands and is a wholly-owned subsidiary of Nations International Ltd. Nations BioGen Ltd. was formed to invest in international independent power projects and is currently inactive. c. Nations Panama Energy Corporation was organized under the laws of the Republic of Panama and is a wholly-owned subsidiary of Nations International, Ltd. Nations Panama Energy Corporation was formed to structure and develop projects for the generation, transmission and commercialization of electric power. d. Suministradora de Materials Organicos, S.R.L. de C.V. was formed under the laws of Honduras and is 91% owned by Nations International Ltd. Suministradora de Materials Organicos, S.R.L. de C.V. was formed to administer fuel supply to biomass projects in Honduras and is currently inactive. F. SES was incorporated under the laws of the State of Arizona and is a wholly-owned subsidiary of Millennium. SES was formed to provide electrical contracting services statwide to commercial, industrial and governmental customers in both high voltage and inside wiring capabilities G. SWPP was incorporated under the laws of the State of Arizona and is a wholly-owned subsidiary of Millenium. SWPP was formed to manufacture and sell concrete utility products. 1. Sentinel Concrete Utility Poles, L.L.C. was formed under the laws of the State of Arizona and is 50% owned by SWPP. Sentinel Concrete Utility Poles, L.L.C. was formed to market and distribute concrete utility poles and products. 2. SWPP International Ltd. was incorporated under the laws of the Cayman Islands and is a wholly-owned subsidiary of SWPP. SWPP International Ltd. was formed to invest in a Mexican joint venture(s) related to the manufacturing and selling of concrete utility poles. a. Productos de Concreto Internacionales, S. de R.L. de C.V. was formed under the laws of Mexico and is 50% owned by SWPP International Ltd. Productos de Concreto Internacionales, S. de R.L. de C.V. was formed to manufacture in Mexico and sell concrete utility poles and products. UniSource Energy controls, directly or indirectly, less than 10% of the "voting securities" of the following companies: None. 2. A brief description of the properties of claimant[s] and each of its subsidiary public utility companies used for the generation, transmission and distribution of electric energy for sale, or for the production, transmission and distribution of natural or manufactured gas, indicating the location of principal generating plants, transmission lines, producing fields, gas manufacturing plants, and electric and gas distribution facilities, including all such properties which are outside the State in which claimant[s] and its subsidiaries are organized and all transmission or pipelines which deliver or receive electric energy or gas at the borders of such State. UniSource Energy does not directly own any property used for the generation, transmission and distribution of electric energy for sale, or for the production, transmission and distribution of natural or manufactured gas. As of December 31, 2000, TEP owned or participated in an overhead electric transmission and distribution system consisting of 511 circuit-miles of 500 kV lines, 1,122 circuit-miles of 345 kV lines, 368 circuit-miles of 138 kV lines, 434 circuit-miles of 46 kV lines and 10,915 circuit-miles of lower voltage primary lines. The underground electric distribution system is comprised of 5,928 cable miles. Approximately 77% of the poles upon which the lower voltage lines are located are owned by TEP. Electric substation capacity associated with the above-described electric system consisted of 183 substations with a total installed transformer capacity of 5,552,272 kVA. The above facilities are all located in Arizona except for certain transmission lines consisting of 560 circuit-miles of 345 kV in which TEP has a fractional undivided interest and which are located in the State of New Mexico and deliver electric energy to TEP's Arizona transmission lines at the Arizona-New Mexico border. Except as otherwise noted, at December 31, 2000 TEP owns or has a leasehold interest in the following generating stations:
Net Generating Capability Operating TEP's Share Source Location MW Agent % MW ---------- -------- ---------- --------- ----- ----- San Juan Station #1 Farmington, NM 327 PNM 50.0 164 San Juan Station #2 Farmington, NM 316 PNM 50.0 158 Navajo Station #1 Page, AZ 750 SRP 7.5 56 Navajo Station #2 Page, AZ 750 SRP 7.5 56 Navajo Station #3 Page, AZ 750 SRP 7.5 56 Four Corners Station #4 Farmington, NM 784 APS 7.0 55 Four Corners Station #5 Farmington, NM 784 APS 7.0 55 Irvington Station Tucson, AZ 422 TEP 100.0 422 Internal Combustion Turbines Tucson, AZ 122 TEP 100.0 122 Springerville Generating Station #1 Springerville, AZ 380 TEP 100.0 380 Springerville Generating Station #2 (1) Springerville, AZ 380 TEP 100.0 380 ----- TOTAL 1,904 ===== - ----------------------------- (1) Title to Springerville #2 is held by San Carlos.
The electric generating stations, operating headquarters, the warehouse, service center and the electric distribution and electric transmission facilities owned by TEP are located in Arizona, except as otherwise noted. TEP, individually and in conjunction with Public Service Company of New Mexico in connection with the San Juan Station, has acquired easements and leases for transmission lines and a water diversion facility located on the Navajo Indian Reservation. TEP has also acquired easements for transmission facilities, related to the San Juan and Navajo Generating Stations, across the Zuni, Navajo and Tohono O'Odham Indian Reservations. Various undivided interests in the common facilities at the Irvington Generating Station which serve Unit 4 were sold and are leased back by TEP. The 50% undivided interest of San Carlos in the common facilities at the Springerville Generating Station were sold by San Carlos and leased back by TEP and San Carlos, jointly and severally. The coal-handling facilities at the Springerville Generating Station were sold and are leased back by TEP. TEP leases Springerville Unit 1, the fuel handling facilities for Springerville, and an undivided 50% interest in the facilities common to Unit 1 and Unit 2 through sale/leaseback arrangements. San Carlos holds title to Unit 2 of the Springerville Generating Station. 3. The following information for the last calendar year with respect to claimant[s] and each of its subsidiary public utility companies: a. Number of kWh of electric energy sold (at retail or wholesale), and Mcf of natural or manufactured gas distributed at retail. Electricity Gas ----------- --- UniSource Energy None None TEP 14,395,267,822 None San Carlos None None b. Number of kWh of electric energy and Mcf of natural or manufactured gas distributed at retail outside the State in which each company is organized. None. c. Number of kWh of electric energy and Mcf of natural or manufactured gas sold at wholesale outside the State in which each such company is organized, or at the State line. Electricity Gas ----------- --- UniSource Energy None None TEP 4,290,723,700 None San Carlos None None d. Number of kWh of electric energy and Mcf of natural or manufactured gas purchased outside the State in which each such company is organized or at the State line. Electricity Gas ----------- --- UniSource Energy None None TEP 2,981,407,000 None San Carlos None None 4. The following information for the reporting period with respect to claimant[s] and each interest it holds directly or indirectly in an EWG or a foreign utility company, stating monetary amounts in United States dollars: a. Name, location, business address and description of the facilities used by the EWG or foreign utility company for the generation, transmission and distribution of electric energy for sale or for the distribution at retail of natural or manufactured gas. Nations, an Arizona corporation, acting on behalf of Curacao Utilities Company, N.V., a Netherlands Antilles Company ("CUC") and Corporacion Panamena de Energia S.A., a Panama company ("COPESA") hereby notifies the Commission, pursuant to Section 33(a) of the Act and Rule 57 thereunder, that during the reporting period each of CUC and COPESA was a foreign utility company within the meaning of Section 33(a) of the Act. The name and business address for CUC and COPESA are as follows: CUC COPESA Ara Hill Top Building Avenida Federico Boyd Pletterijweg 1 E.D.F. Scotia Plaza P.O. Box 3627 PISO VI Panama City, Panama Curacao, Netherlands Antilles Listed below is a description of the CUC and COPESA facilities: A. CUC will own an electric generating facility of approximately 160 MW located on the island of Curacao, Netherlands Antilles. The facility will deliver up to 64 MW of electricity to the Isla oil refinery, together with compressed air, water and steam. Additional excess electricity will be delivered to Integrated Utility Holding, N.V., the island electric utility company. The facility will be fueled by oil refinery byproducts, including pitch and refinery gas. The facility will consist of approximately 70 MW of existing electric generating facilities, which will be upgraded, and 90 MW of new generating facilities. The project is currently under construction by Mitsubishi Corporation and is scheduled to come on-line in 2003. B. COPESA owns an approximately 42 MW diesel-fired combustion turbine facility located in Panama City, Panama. The project sells electricity to distribution companies and large industrial users in Panama. b. Name of each system company that holds an interest in such EWG or foreign utility company; and description of the interest held. The ownership of CUC is as follows: A. Nations Curacao, Ltd., a wholly-owned subsidiary of Nations International Holdings, Ltd. (which in turn is a wholly-owned subsidiary of Nations), owns a 50% interest in Curacao Energy Company ("CEC"). Mitsubishi Corporation owns the other 50% interest in CEC. CEC in turn owns 51% of the common stock of CUC Holdings, N.V. ("CUC Holdings"), which in turn owns 100% of the common stock of CUC. B. Integrated Utility Holding, N. V. owns 49% of the common stock of CUC Holdings. C. Refineria di Korson, N. V. ("RdK") will provide at commercial operation approximately $34 million in preferred equity in CUC, and Aqualectra will provide $8 million in additional preferred funding to CUC Holdings. Nations is a wholly-owned subsidiary of Millennium, an intermediary holding company for the unregulated business of UniSource Energy, whose electric utility subsidiary is subject to retail rate regulation by the Arizona Corporation Commission. Nations is primarily engaged in developing independent power projects. The ownership of COPESA is as follows: A. Nations Energy International Ltd., a wholly-owned subsidiary of Nations, holds a 40% equity interest in COPESA. B. Electric Machinery Enterprises, a Florida company, holds a 21.67% equity interest in COPESA. C. Proquim, a Panama company, owns a 22.67% equity interest in COPESA. D. Roberto Roy, a Panamanian resident, holds a 14.67% equity interest in COPESA. E. The remaining 1.0% equity interest in COPESA is held by certain Panamanian individuals. c. Type and amount of capital invested, directly or indirectly, by the holding company claiming exemption; any direct or indirect guarantee of the security of the EWG or foreign utility company by the holding company claiming exemption; and any debt or other financial obligation for which there is recourse, directly or indirectly, to the holding company claiming exemption or another system company, other than the EWG or foreign utility company. During 2000, approximately $3 million was invested in CUC by Nations' subsidiaries and characterized as equity. Project debt with respect to CUC is non-recourse to Nations, its subsidiaries and affiliates, including the holding company. As of December 15, 2000, the date of financial closing for the Project, Nations Curacao, Ltd. has committed to invest $10.2 million in common equity in CUC, which commitment has been supported by a cash collateral deposit. In addition, approximately $10 million in contingent equity obligations has been provided by Nations Curacao, Ltd. (or its indirect parent, Nations) in the form of cash collateral deposits. Nations Curacao Ltd. has also effectively guaranteed the funding of $5.7 million in preferred equity that is expected to be provided by RdK, a Curacao government entity, at commercial operation of the Project. This preferred equity guaranty is expected to be removed by the provision by RdK of a letter of credit in the amount of $5.7 million in 2002. During 2000, no additional amounts were invested by Nations Energy International Ltd. as additional equity in COPESA. Project debt in COPESA is non-recourse. d. Capitalization and earnings of the EWG or foreign utility company during the reporting period. As of December 2000, the CUC Project was capitalized at approximately $21 million. During 2000, CUC reported a net loss of approximately $1 million. The CUC Project itself achieved financial closing on December 15, 2000, and is now under construction. The COPESA Project was capitalized at approximately $23 million. During 2000, COPESA reported a net loss of approximately $1 million. e. Identify any service, sales or construction contract(s) between the EWG or foreign utility company and a system company, and describe the services to be rendered or goods sold and fees or revenues under such agreement(s). Inapplicable. EXHIBIT A --------- Consolidating statements of income of the claimants and their subsidiary companies for the last calendar year, together with the consolidating balance sheets of claimants and their subsidiary companies as of the close of such calendar year. This statement is being filed by TEP to claim exemption in the event that San Carlos Resources Inc. is an "electric utility company" under the Act. However, the filing of this statement is not an acknowledgment by TEP that San Carlos Resources Inc. is an "electric utility company." The above-named claimants have caused this statement to be duly executed on their behalf by its authorized officer on this 28th day of February, 2001. UNISOURCE ENERGY CORPORATION By: /s/ Karen G. Kissinger -------------------------------- Karen G. Kissinger Vice President, Controller and Principal Accounting Officer TUCSON ELECTRIC POWER COMPANY By: /s/ Karen G. Kissinger -------------------------------- Karen G. Kissinger Vice President, Controller and Chief Information Officer (Corporate Seal) Attest: /s/ Linda Kennedy - ------------------- Name, title and address of officer to whom notices and correspondence concerning this statement should be addressed: Vincent Nitido, Vice President and General Counsel, UniSource Energy Corporation, One South Church Avenue, Suite 1820, Tucson, Arizona 85701 EXHIBIT A UNISOURCE ENERGY CORPORATION CONSOLIDATING BALANCE SHEET DECEMBER 31, 2000 (in thousands)
UNISOURCE TUCSON MILLENNIUM ENERGY ELECTRIC ENERGY CONSOL. 2000 CORP. POWER CO.* HOLDINGS** ADJUST. CONSOL. ----------- ----------- ----------- ----------- ----------- ASSETS Utility Plant Plant in Service $ $ 2,389,587 $ $ $ 2,389,587 Utility Plant Under Capital Leases 741,446 741,446 Construction Work in Progress 94,789 94,789 ----------- ----------- ----------- ----------- ----------- Total Utility Plant 3,225,822 3,225,822 Less Accumulated Depreciation and Amortization (1,186,035) (1,186,035) Less Accumulated Depreciation of Capital Lease Assets (333,497) (333,497) ----------- ----------- ----------- ----------- ----------- Total Utility Plant - Net 1,706,290 1,706,290 ----------- ----------- ----------- ----------- ----------- Investments and Other Property 401,635 92,334 29,477 (401,635) 121,811 ----------- ----------- ----------- ----------- ----------- Note Receivable from UniSource Energy 70,132 (70,132) - ----------- ----------- ----------- ----------- ----------- Current Assets Cash and Cash Equivalents 109 88,712 74,183 - 163,004 Accounts Receivable 90,757 116,580 32,737 (124,332) 115,742 Materials and Fuel - 43,847 552 - 44,399 Deferred Income Taxes - Current 6,716 10,662 412 - 17,790 Prepaid Pension Costs - 18,278 - - 18,278 Millennium Project Construction Deposits - - 17,282 - 17,282 Other - 6,585 12,688 - 19,273 ----------- ----------- ----------- ----------- ----------- Total Current Assets 97,582 284,664 137,854 (124,332) 395,768 ----------- ----------- ----------- ----------- ----------- Deferred Debits - Regulatory Assets Transition Recovery Asset 353,283 353,283 Income Taxes Recoverable Through Future Revenues 73,459 73,459 Other Regulatory Assets 7,690 7,690 Deferred Debits - Other 13,083 13,083 ----------- ----------- ----------- ----------- ----------- Total Deferred Debits 447,515 447,515 ----------- ----------- ----------- ----------- ----------- Total Assets $ 499,217 $ 2,600,935 $ 167,331 $ (596,099) $ 2,671,384 =========== =========== =========== =========== =========== * This column reflects TEP on a consolidated basis. See 1.I. for information regarding TEP and its subsidiaries. ** This column reflects Millennium Energy Holdings on a consolidated basis. See 1.II. for information regarding Millennium and its subsidiaries. UniSource Energy and TEP use the following methods to report investments in their subsidiaries or other companies: - Consolidation: When we own a majority of the voting stock of a subsidiary, we combine the accounts of the subsidiary with our accounts. We eliminate intercompany balances and transactions when we combine these accounts. - The Equity Method: We use the equity method to report corporate joint ventures, partnerships, and affiliated companies when we hold a 20% to 50% voting interest or we have the ability to exercise significant influence over the operating and financial policies of the investee company. Under the equity method we report: - Our interest in the equity of an entity as an investment on our balance sheet; and - Our percentage share of the net income (loss) from the entity as "other income" in our income statements.
EXHIBIT A UNISOURCE ENERGY CORPORATION CONSOLIDATING BALANCE SHEET DECEMBER 31, 2000 (in thousands)
UNISOURCE TUCSON MILLENNIUM ENERGY ELECTRIC ENERGY CONSOL. 2000 CORP. POWER CO. HOLDINGS ADJUST. CONSOL. ----------- ----------- ----------- ----------- ----------- CAPITALIZATION AND OTHER LIABILITIES Capitalization Common Stock $ 655,539 $ 645,366 $ - $ (645,366) $ 655,539 Additional Paid-In Capital - - 91,000 (91,000) - Accumulated Deficit (283,370) (349,706) (10,286) 359,992 (283,370) ----------- ----------- ----------- ----------- ----------- Common Stock Equity 372,169 295,660 80,714 (376,374) 372,169 Capital Lease Obligations - 857,519 310 - 857,829 Long-Term Debt 95,393 1,132,395 - (95,393) 1,132,395 ----------- ----------- ----------- ----------- ----------- Total Capitalization 467,562 2,285,574 81,024 (471,767) 2,362,393 ----------- ----------- ----------- ----------- ----------- Current Liabilities Current Obligations Under Capital Leases - 21,031 116 21,147 Current Maturities of Long-Term Debt - 1,725 - 1,725 Accounts Payable 30,659 73,955 85,609 (124,332) 65,891 Interest Accrued - 63,852 - 63,852 Taxes Accrued 743 25,485 583 26,811 Accrued Employee Expenses 14,152 253 14,405 Other - 5,671 2,876 8,547 ----------- ----------- ----------- ----------- ----------- Total Current Liabilities 31,402 205,871 89,437 (124,332) 202,378 ----------- ----------- ----------- ----------- ----------- Deferred Credits and Other Liabilities Deferred Income Taxes - Noncurrent 253 53,980 (3,198) - 51,035 Other - 55,510 68 - 55,578 ----------- ----------- ----------- ----------- ----------- Total Deferred Credits and Other Liabilities 253 109,490 (3,130) - 106,613 ----------- ----------- ----------- ----------- ----------- Total Capitalization and Other Liabilities $ 499,217 $ 2,600,935 $ 167,331 $ (596,099) $ 2,671,384 =========== =========== =========== =========== ===========
EXHIBIT A UNISOURCE ENERGY CORPORATION CONSOLIDATING STATEMENT OF INCOME (LOSS) TWELVE MONTHS ENDED DECEMBER 31, 2000 (in thousands except for per share amounts)
UNISOURCE TUCSON MILLENNIUM ENERGY ELECTRIC ENERGY CONSOL. 2000 CORP. POWER CO. HOLDINGS ADJUST. CONSOL. ----------- ----------- ----------- ----------- ----------- Operating Revenues Electric Sales $ $ 664,646 $ $ $ 664,646 Electric Sales for Resale 359,814 359,814 Other - 3,908 8,593 (3,292) 9,209 ----------- ----------- ----------- ----------- ----------- Total Operating Revenues - 1,028,368 8,593 (3,292) 1,033,669 ----------- ----------- ----------- ----------- ----------- Operating Expenses Fuel 239,939 239,939 Purchased Power 207,596 207,596 Coal Contract Amendment Fee 13,231 13,231 Other Operations 122,608 22,362 (3,292) 141,678 Maintenance and Repairs 39,714 39,714 Depreciation and Amortization 113,507 531 114,038 Amortization of Transition Recovery Asset 17,008 17,008 Taxes Other Than Income Taxes 49,445 692 50,137 Income Taxes 19,036 (6,111) 12,925 ----------- ----------- ----------- ----------- ----------- Total Operating Expenses - 822,084 17,474 (3,292) 836,266 ----------- ----------- ----------- ----------- ----------- Operating Income - 206,284 (8,881) - 197,403 ----------- ----------- ----------- ----------- ----------- Other Income (Deductions) Income Taxes 3,440 (7,530) 1,860 - (2,230) Interest Income 704 8,550 4,278 - 13,532 Interest Income - Note Receivable from UniSource Energy - 9,329 - (9,329) - Other Income (Deductions) 47,076 820 (1,248) (47,116) (468) ----------- ----------- ----------- ----------- ----------- Total Other Income (Deductions) 51,220 11,169 4,890 (56,445) 10,834 ----------- ----------- ----------- ----------- ----------- Interest Expense Long-Term Debt 9,329 66,377 (9,329) 66,377 Interest on Capital Leases 92,658 54 92,712 Interest Imputed on Losses Recorded at Present Value 198 198 Other Interest Expense 7,051 43 (35) 7,059 ----------- ----------- ----------- ----------- ----------- Total Interest Expense 9,329 166,284 97 (9,364) 166,346 ----------- ----------- ----------- ----------- ----------- Net Income (Loss) $ 41,891 $ 51,169 $ (4,088) $ (47,081) $ 41,891 =========== =========== =========== =========== =========== Average Shares of Common Stock Outstanding (000) 32,445 Basic EPS $1.29 Diluted EPS $1.27
EXHIBIT A TUCSON ELECTRIC POWER COMPANY CONSOLIDATING BALANCE SHEET DECEMBER 31, 2000 (in thousands)
TUCSON ELECTRIC INVESTMENT CONSOL. 2000 POWER CO. SUBS * ADJUST. CONSOL. ----------- ----------- ----------- ----------- ASSETS Utility Plant Plant in Service $ 2,389,587 $ $ $ 2,389,587 Utility Plant Under Capital Leases 741,446 741,446 Construction Work in Progress 94,789 94,789 ----------- ----------- ----------- ----------- Total Utility Plant 3,225,822 3,225,822 Less Accumulated Depreciation and Amortization (1,186,035) (1,186,035) Less Accumulated Depreciation of Capital Lease Assets (333,497) (333,497) ----------- ----------- ----------- ----------- Total Utility Plant - Net 1,706,290 1,706,290 ----------- ----------- ----------- ----------- Investments and Other Property 89,867 5,204 (2,737) 92,334 ----------- ----------- ----------- ----------- Note Receivable from UniSource Energy 70,132 70,132 ----------- ----------- ----------- ----------- Current Assets Cash and Cash Equivalents 87,271 1,441 88,712 Accounts Receivable 116,375 4,589 (4,384) 116,580 Materials and Fuel 43,847 43,847 Deferred Income Taxes - Current 10,662 10,662 Prepaid Pension Costs 18,278 18,278 Other 6,585 6,585 ----------- ----------- ----------- ----------- Total Current Assets 283,018 6,030 (4,384) 284,664 ----------- ----------- ----------- ----------- Deferred Debits - Regulatory Assets Transition Recovery Asset 353,283 353,283 Income Taxes Recoverable Through Future Revenues 73,459 73,459 Other Regulatory Assets 7,690 7,690 Deferred Debits - Other 13,083 13,083 ----------- ----------- ----------- ----------- Total Deferred Debits 447,515 447,515 ----------- ----------- ----------- ----------- Total Assets $ 2,596,822 $ 11,234 $ (7,121) $ 2,600,935 =========== =========== =========== =========== * This column includes all the consolidated amounts, as applicable, of the directly owned subsidiaries of TEP. See 1.I. for information regarding the subsidiaries owned by TEP.
EXHIBIT A TUCSON ELECTRIC POWER COMPANY CONSOLIDATING BALANCE SHEET DECEMBER 31, 2000 (in thousands)
TUCSON ELECTRIC INVESTMENT CONSOL. 2000 POWER CO. SUBS ADJUST. CONSOL. ----------- ----------- ----------- ----------- CAPITALIZATION AND OTHER LIABILITIES Capitalization Common Stock $ 651,723 $ 2 $ (2) $ 651,723 Premium on Capital Stock 263,778 (263,778) - Capital Stock Expense (6,357) (6,357) Accumulated Deficit (357,257) (261,043) 268,594 (349,706) ----------- ----------- ----------- ----------- Common Stock Equity 288,109 2,737 4,814 295,660 Capital Lease Obligations 857,519 857,519 Long-Term Debt 1,132,395 1,132,395 ----------- ----------- ----------- ----------- Total Capitalization 2,278,023 2,737 4,814 2,285,574 ----------- ----------- ----------- ----------- Current Liabilities Current Obligations Under Capital Leases 21,031 21,031 Current Maturities of Long-Term Debt 1,725 1,725 Accounts Payable 78,289 50 (4,384) 73,955 Interest Accrued 63,852 63,852 Taxes Accrued 25,317 168 25,485 Accrued Employee Expenses 14,152 14,152 Other 5,571 100 5,671 ----------- ----------- ----------- ----------- Total Current Liabilities 209,937 318 (4,384) 205,871 ----------- ----------- ----------- ----------- Deferred Credits and Other Liabilities Deferred Income Taxes - Noncurrent 53,352 42 586 53,980 Other 55,510 8,137 (8,137) 55,510 ----------- ----------- ----------- ----------- Total Deferred Credits and Other Liabilities 108,862 8,179 (7,551) 109,490 ----------- ----------- ----------- ----------- Total Capitalization and Other Liabilities $ 2,596,822 $ 11,234 $ (7,121) $ 2,600,935 =========== =========== =========== ===========
EXHIBIT A TUCSON ELECTRIC POWER COMPANY CONSOLIDATING STATEMENT OF INCOME TWELVE MONTHS ENDED DECEMBER 31, 2000 (in thousands)
TUCSON ELECTRIC INVESTMENT CONSOL. 2000 POWER CO. SUBS ADJUST. CONSOL. ----------- ----------- ----------- ----------- Operating Revenues Electric Retail Sales $ 664,646 $ - $ - $ 664,646 Electric Sales for Resale 359,814 - - 359,814 Other 3,909 - (1) 3,908 ----------- ----------- ----------- ----------- Total Operating Revenues 1,028,369 - (1) 1,028,368 ----------- ----------- ----------- ----------- Operating Expenses Fuel 239,939 239,939 Purchased Power 207,596 207,596 Coal Contract Amendment Fee 13,231 13,231 Other Operations 122,608 122,608 Maintenance and Repairs 39,714 39,714 Depreciation and Amortization 113,507 113,507 Amortization of Transition Recovery Asset 17,008 17,008 Taxes Other Than Income Taxes 49,445 49,445 Income Taxes 19,036 19,036 ----------- ----------- ----------- ----------- Total Operating Expenses 822,084 - - 822,084 ----------- ----------- ----------- ----------- Operating Income 206,285 - (1) 206,284 ----------- ----------- ----------- ----------- Other Income (Deductions) Income Taxes (7,467) (63) - (7,530) Interest Income 8,474 76 - 8,550 Interest Income - Note Receivable from UniSource Energy 9,329 - - 9,329 Other Income 911 371 (462) 820 ----------- ----------- ----------- ----------- Total Other Income (Deductions) 11,247 384 (462) 11,169 ----------- ----------- ----------- ----------- Interest Expense Long-Term Debt 66,377 - - 66,377 Interest on Capital Leases 92,658 - - 92,658 Interest Imputed on Losses Recorded at Present Value 198 - - 198 Short-Term Debt 79 241 (320) - Other Interest Expense 7,051 - - 7,051 ----------- ----------- ----------- ----------- Total Interest Expense 166,363 241 (320) 166,284 ----------- ----------- ----------- ----------- Net Income $ 51,169 $ 143 $ (143) $ 51,169 =========== =========== =========== ===========
EXHIBIT B --------- An organizational chart showing the relationship of each EWG or foreign utility company to associate companies in the holding company system. See attached organizational charts for CUC and COPESA. COPESA PROJECT OWNERSHIP STRUCTURE ---------------------------------- --------------- Nations Energy Corporation --------------- - - - --------------- --------------- Nations Equity International Partners --------------- --------------- - 40% - 60% - - -------------------------------------- - - --------------- COPESA --------------- CUC PROJECT OWNERSHIP STRUCTURE ------------------------------- ---------------- Nations Energy Corporation (U.S. Company) ---------------- - - - ---------------- Nations International Holdings, Inc. (Cayman Company) ---------------- - 100% - - ---------------- ------------------ Nations Mitsubishi Curacao Ltd. Corporation (Cayman Company) (Japanese Company) ---------------- ------------------ - - 50% - - 50% ------------------------------ - - ---------------- -------------------- Curacao Energy Integrated Utility Company Holding, N. V. (Cayman Company) (Curacao Company) ---------------- -------------------- - - 51% - - 49% --------------------------- - - ------------------- CUC Holdings, N.V. (Curacao Company) ------------------- - - 100% - ------------------- Curacao Utilities Company (Curacao Company) ------------------- -----END PRIVACY-ENHANCED MESSAGE-----