-----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, UGYj+MSD5G0Y+98Syn8Fik166QXAULg0/NUYkJGVprp3gupxelchTlP5n6sieJrt BFfCMOWY4nO2t16zcgAvgw== 0000100122-02-000002.txt : 20020414 0000100122-02-000002.hdr.sgml : 20020414 ACCESSION NUMBER: 0000100122-02-000002 CONFORMED SUBMISSION TYPE: U-3A-2 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020228 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: 1935 Act SEC FILE NUMBER: 069-00293 FILM NUMBER: 02561896 BUSINESS ADDRESS: STREET 1: ONE SOUTH CHURCH AVENUE STREET 2: SUITE 100 CITY: TUCSON STATE: AZ ZIP: 85701 BUSINESS PHONE: 5205714000 MAIL ADDRESS: STREET 1: ONE SOUTH CHURCH AVENUE, SUITE 100 STREET 2: P.O. BOX 711 CITY: TUCSON STATE: AZ ZIP: 85702 FORMER COMPANY: FORMER CONFORMED NAME: TUCSON GAS & ELECTRIC CO /AZ/ DATE OF NAME CHANGE: 19790528 U-3A-2 1 u3a2_2002.txt 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") 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 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 the principal subsidiary of UniSource. UniSource owns 99.9% of the voting shares of TEP. 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 ("Escavada"), San Carlos Resources Inc. ("San Carlos"), Sierrita Resources Inc. ("SRI"), Tucson Resources Inc. ("TRI") and Tucsonel Inc. ("Tucsonel"), and holds a portion of the stock of Inncom, Inc. ("Inncom") and TruePricing, Inc. ("TruePricing"). A. Escavada was incorporated under the laws of the State of Arizona and is a wholly-owned subsidiary of TEP. Escavada 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. ("Santa Cruz") was incorporated under the laws of the State of Delaware and is a wholly-owned subsidiary of SRI. Santa Cruz 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 was incorporated under the laws of the State of Arizona and is a wholly-owned subsidiary of TEP. Tucsonel holds an undivided ownership interest in the Springerville Coal Handling Facilities. F. Inncom was incorporated under the laws of the State of Delaware and is approximately 14.8% owned by TEP. Inncom was formed to provide demand- side and energy efficiency services. G. TruePricing was incorporated under the laws of the State of Delaware. TEP owns approximately 21% of the voting shares of TruePricing. TruePricing 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. Millennium holds all of the stock of Advanced Energy Technologies, Inc. ("Advanced Energy"), Millennium Environmental Group, Inc. ("Millennium Environmental"), Nations Energy Corporation ("Nations"), Southwest Energy Solutions, Inc. ("Southwest Energy"), SWPP Investment Company ("SWPP Investment") and a portion of the voting stock of MicroSat Systems, Inc. ("MicroSat"), ITN Energy Systems, Inc. ("ITN Energy"), MetroGen Enterprises, L.L.C. ("MetroGen") and Powertrusion International, Inc. ("Powertrusion"). A. Advanced Energy was incorporated under the laws of the State of Arizona and is a wholly-owned subsidiary of Millennium. Advanced Energy was formed to develop certain distributed energy projects, as well as renewable energy sources. 1. Global Solar Holdings, L.L.C. ("Global Solar") was organized under the laws of the State of Arizona and is 66.6% owned by Advanced Energy. 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. ("GE Solutions") was incorporated under the laws of the State of Arizona and is a wholly-owned subsidiary of Global Solar. GE Solutions was formed to hold the stock of Global Solar Energy, Inc. ("GS Energy"), Infinite Power Solutions, Inc. ("Infinite Power") and GES Shared Services, Inc. ("GES Shared"). i. GS Energy was incorporated under the laws of the State of Arizona and is a wholly-owned subsidiary of GE Solutions. GS Energy was formed to engage in the research, development, and commercialization of thin-film photovoltaic material and products, and to perform system integration of large photovoltaic arrays. (1) Global Solar Energy International Holdings ("GS International") was organized under the laws of the Cayman Islands and is a wholly-owned subsidiary of GS Energy. GS International was formed to serve as an investment holding company for Global Solar (India) Limited ("GS India"). (a) Global Solar Energy Technologies ("GS Technologies") was organized under the laws of Mauritius and is a wholly-owned subsidiary of GS International. GS Technologies was formed to serve as an investment holding company for GS India. (i) GS India was organized under the laws of the Republic of India and is 50% owned by GS Technologies. GS 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 was incorporated under the laws of the State of Arizona and is a wholly-owned subsidiary of GE Solutions. Infinite Power was formed to engage in the research, development and commercialization of thin-film lithium batteries. iii. GES Shared was incorporated under the laws of the State of Arizona and is a wholly-owned subsidiary of GE Solutions. GES Shared was formed to provide administrative support (e.g., accounting, finance, legal and human resources) to other Millennium subsidiaries. B. Millennium Environmental (previously known as MEH Corporation) was incorporated under the laws of the State of Arizona and is a wholly-owned subsidiary of Millennium. Millennium Environmental was formed to engage in the domestic and international purchase, sale and trading of emission allowances and associated commodities. C. MicroSat was incorporated under the laws of the State of Colorado and is 49% owned by Millennium. MicroSat was formed to research, develop and commercialize microsatellite systems. D. 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 qualifying facilities, EWGs and foreign utility companies, located in the United States and abroad. 1. Nations Curacao Ltd. ("Nations Curacao") was incorporated under the laws of the Cayman Islands and is a wholly-owned subsidiary of Nations. Nations Curacao 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 during the period through September 28, 2001. On September 28, 2001, Nations Curacao sold all of its interest in the Curacao project and is currently inactive. 2. Nations Curacao Operating Ltd. ("Nations Curacao Operating") was incorporated under the laws of the Cayman Islands and is a wholly-owned subsidiary of Nations. Nations Curacao Operating was formed to operate or contract with others to operate the independent power project being developed and owned by Nations or subsidiaries thereof. Nations Curacao Operating is now inactive. 3. Nations International Ltd. ("Nations International") was incorporated under the laws of the Cayman Islands and is a wholly-owned subsidiary of Nations. Nations International was formed to invest in international independent power projects. Nations International owns a 40% interest in Corporation Panamena de Energia S.A. ("COPESA"), a Panama company, which owns a power project located in Panama. a. Biomasa Generacion, S. de R.L. de C.V. ("Biomasa") was organized under the laws of Honduras and is 91% owned by Nations International. Biomasa was formed to develop and own biomass-fueled non-utility generating projects in Honduras. Biomasa is currently inactive and in the process of being dissolved. b. Suministradora de Materials Organicos, S.R.L. de C.V. ("Suministradora") was organized under the laws of Honduras and is 91% owned by Nations International. Suministradora was formed to administer fuel supply to biomass projects in Honduras. Suministradora is currently inactive and in the process of being dissolved. E. ITN Energy was incorporated under the laws of the State of Colorado and is 49% owned by Millennium. ITN Energy was formed to research, develop and commercialize emerging space, energy and environment-related technologies for government and commercial markets. F. Southwest Energy was incorporated under the laws of the State of Arizona and is a wholly-owned subsidiary of Millennium. Southwest Energy was formed to provide electrical contracting services statewide to commercial, industrial and governmental customers in both high voltage and inside wiring capacities. G. SWPP Investment was incorporated under the laws of the State of Arizona and is a wholly-owned subsidiary of Millenium. SWPP Investment was formed to manufacture and sell concrete utility poles. 1. Sentinel Concrete Utility Poles, L.L.C. ("Sentinel") was organized under the laws of the State of Arizona and is 50% owned by SWPP Investment. Sentinel was formed to market and distribute concrete utility poles and products. 2. SWPP International Ltd. ("SWPP International") was incorporated under the laws of the Cayman Islands and is a wholly-owned subsidiary of SWPP Investment. SWPP International 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. ("Productos") was organized under the laws of Mexico and is 50% owned by SWPP International. Productos was formed to manufacture in Mexico and sell concrete utility poles and products. H. Powertrusion was incorporated under the laws of the State of Nevada and is 50.5% owned by Millennium. Powertrusion was formed to manufacture and sell fiberglass utility poles and products. I. MetroGen was organized under the laws of the State of Delaware and is 20% owned by Millennium. MetroGen was formed to develop load curtailment methodologies through a remote dispatch system for idle generation assets throughout New York City. J. Haddington Energy Partners II, L.P. ("Haddington") was organized under the laws of the State of Delaware and Millennium has an interest of approximately 31%. Haddington was formed to primarily fund energy-related investments. K. TruePricing was incorporated under the laws of the State of Delaware. Millennium owns 3% of the voting shares of TruePricing. TEP owns 21% of the voting shares (see Section 1(I)(G) above). TruePricing was formed to develop technology services that provide pricing and other related information to consumers for a wide variety of products, including utility services. L. Tucson Community Ventures ("TV") was organized under the laws of the State of Delaware. As an investor, Millennium's commitment represents 49.5% of the total fund. TV was formed as a venture capital fund focusing on information tecnology, optics and biotechnology. III. UniSource Energy Development Company ("UED") was incorporated under the laws of the State of Arizona and is a wholly-owned subsidiary of UniSource. UED was formed to develop energy projects primarily in the Arizona and southwest region. A. Springerville Power, L.L.C. ("Springerville Power") was organized under the laws of the State of Delaware and is a wholly-owned subsidiary of UED. Springerville Power was formed to develop, finance, and own or lease an approximately 800 MW coal-fired power generation project to be located near Springerville, Arizona. UniSource 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 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, 2001, 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, 372 circuit-miles of 138 kV lines, 434 circuit-miles of 46 kV lines and 11,529 circuit-miles of lower voltage primary lines. The underground electric distribution system is comprised of 6,870 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 185 substations with a total installed transformer capacity of 5,589,772 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, 2001 TEP owns or has a leasehold interest in the following generating stations:
Net Generating Capability Operating TEP's Share Source Location MW Agent % MW ---------- -------- ---------- --------- ----- ----- Springerville Station #1 Springerville, AZ 380 TEP 100.0 380 Springerville Station #2 (1) Springerville, AZ 380 TEP 100.0 380 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 #1 Tucson, AZ 81 TEP 100.0 81 Irvington Station #2 Tucson, AZ 81 TEP 100.0 81 Irvington Station #3 Tucson, AZ 104 TEP 100.0 104 Irvington Station #4 Tucson, AZ 156 TEP 100.0 156 Internal Combustion Turbines Tucson, AZ 217 TEP 100.0 217 ----- TOTAL 1,999 ===== - ----------------------------- (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. TEP leases a 20 MW internal combustion turbine located in Tucson, Arizona from UED. 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 None None TEP 15,389,381,000 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 None None TEP 4,947,171,600 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 None None TEP 2,181,327,400 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 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. On September 28, 2001, Nations sold to Mirant Curacao Investments, Ltd. ("Mirant") all of Nations' interest in CUC and the Curacao Project. As a part of this contract, Nations Curacao Operating transferred its operating rights to Mirant. 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. Prior to September 28, 2001, Nations Curacao, Ltd., a wholly- owned subsidiary of Nations, owned a 50% interest in Curacao Energy Company ("CEC"). Effective September 28, 2001, Nations Curacao sold its interest in CEC to Mirant. 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, whose electric utility subsidiary is subject to retail rate regulation by the Arizona Corporation Commission. Nations has been primarily engaged in developing independent power projects. The ownership of COPESA is as follows: A. Nations 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 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 2001, approximately $2.3 million was invested in CUC by Nations' subsidiaries and characterized as equity. Project debt with respect to CUC was non-recourse to Nations, its subsidiaries and affiliates, including the holding company. Prior to September 28, 2001, Nations Curacao had committed to invest $10.2 million in common equity in CUC, which commitment was supported by a cash collateral deposit. In addition, approximately $10 million in contingent equity obligations was provided by Nations Curacao (or its indirect parent, Nations) in the form of cash collateral deposits. Nations Curacao 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 guarantee was removed by the provision by RdK of a letter of credit in the amount of $5.7 million in early 2002. As of September 28, 2001, all commitments by Nations Curacao with respect to the Curacao Project were assumed by Mirant. During 2001, no additional amounts were invested by Nations 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 September 30, 2001, the CUC Project was capitalized at approximately $24.7 million. For the nine months ended September 30, 2001, CUC reported a net loss of approximately $1.6 million. The COPESA Project was capitalized at approximately $23 million. During 2001, COPESA reported a net loss of approximately $1.7 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, 2002. 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 UNISOURCE ENERGY CORPORATION EXHIBIT A CONSOLIDATING BALANCE SHEET DECEMBER 31, 2001 (in thousands)
UNISOURCE TUCSON MILLENNIUM ENERGY ELECTRIC ENERGY CONSOL. 2001 CORP. POWER CO.* HOLDINGS** UED*** ADJUST. CONSOL. ----------- ----------- ----------- ----------- ----------- ----------- ASSETS Utility Plant Plant in Service $ - $ 2,498,046 $ - $ - $ - $ 2,498,046 Utility Plant Under Capital Leases - 741,446 - - - 741,446 Construction Work in Progress - 70,992 - - - 70,992 ----------- ----------- ----------- ----------- ----------- ----------- Total Utility Plant - 3,310,484 - - - 3,310,484 Less Accumulated Depreciation and Amortization - (1,270,089) - - - (1,270,089) Less Accumulated Depreciation of Capital Lease Assets - (362,724) - - - (362,724) ----------- ----------- ----------- ----------- ----------- ----------- Total Utility Plant - Net - 1,677,671 - - - 1,677,671 ----------- ----------- ----------- ----------- ----------- ----------- Investments and Other Property 450,138 105,875 72,307 24,123 (469,696) 182,747 ----------- ----------- ----------- ----------- ----------- ----------- Note Receivable from UniSource Energy - 70,132 - - (70,132) - ----------- ----------- ----------- ----------- ----------- ----------- Current Assets Cash and Cash Equivalents 65 159,680 66,961 1,448 - 228,154 Accounts Receivable 70,988 124,487 12,536 1,324 (89,689) 119,646 Materials and Fuel - 43,682 1,370 - - 45,052 Deferred Income Taxes - Current 6,716 4,603 (154) - - 11,165 Other - 7,814 23,077 - - 30,891 ----------- ----------- ----------- ----------- ----------- ----------- Total Current Assets 77,769 340,266 103,790 2,772 (89,689) 434,908 ----------- ----------- ----------- ----------- ----------- ----------- Regulatory and Other Assets Transition Recovery Asset - 331,674 - - - 331,674 Income Taxes Recoverable Through Future Revenues - 64,239 - - - 64,239 Other Regulatory Assets - 9,072 - - - 9,072 Other Assets - 35,014 - - - 35,014 ----------- ----------- ----------- ----------- ----------- ----------- Total Regulatory and Other Assets - 439,999 - - - 439,999 ----------- ----------- ----------- ----------- ----------- ----------- Total Assets $ 527,907 $ 2,633,943 $ 176,097 $ 26,895 $ (629,517) $ 2,735,325 =========== =========== =========== =========== =========== =========== * 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. *** This column reflects UED on a consolidated basis. See 1.III. for information regarding UED and its subsidiary. 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. For investments where we provide all of the financing, we recognize 100% of the losses.
UNISOURCE ENERGY CORPORATION EXHIBIT A CONSOLIDATING BALANCE SHEET (CONTINUED) DECEMBER 31, 2001 (in thousands)
UNISOURCE TUCSON MILLENNIUM ENERGY ELECTRIC ENERGY CONSOL. 2001 CORP. POWER CO. HOLDINGS UED ADJUST. CONSOL. ----------- ----------- ----------- ----------- ----------- ----------- CAPITALIZATION AND OTHER LIABILITIES Capitalization Common Stock $ 660,123 $ 646,893 $ - $ - $ (646,893) $ 660,123 Additional Paid-In Capital - - 121,000 - (121,000) - Accumulated Deficit (235,401) (324,422) (19,441) 850 343,013 (235,401) Cumulative Effect of Accounting Change - Net of Tax - (13,827) - - - (13,827) Reversal of Previously Recorded Unrealized Losses for Contracts Which Settled During the Period - Net of Tax - 13,827 - - - 13,827 ----------- ----------- ----------- ----------- ----------- ----------- Common Stock Equity 424,722 322,471 101,559 850 (424,880) 424,722 Capital Lease Obligations - 853,447 346 - - 853,793 Long-Term Debt 95,393 801,924 880 19,555 (114,948) 802,804 ----------- ----------- ----------- ----------- ----------- ----------- Total Capitalization 520,115 1,977,842 102,785 20,405 (539,828) 2,081,319 ----------- ----------- ----------- ----------- ----------- ----------- Current Liabilities Current Obligations Under Capital Leases - 19,971 187 - - 20,158 Current Maturities of Long-Term Debt - 330,325 99 - - 330,424 Accounts Payable 10,489 89,193 68,085 5,933 (89,689) 84,011 Interest Accrued - 53,300 - - - 53,300 Taxes Accrued 743 23,015 2,046 100 - 25,904 Accrued Employee Expenses - 13,078 499 - - 13,577 Other - 6,531 9,574 - - 16,105 ----------- ----------- ----------- ----------- ----------- ----------- Total Current Liabilities 11,232 535,413 80,490 6,033 (89,689) 543,479 ----------- ----------- ----------- ----------- ----------- ----------- Deferred Credits and Other Liabilities Deferred Income Taxes - Noncurrent (3,440) 56,906 (10,416) 457 - 43,507 Other - 63,782 3,238 - - 67,020 ----------- ----------- ----------- ----------- ----------- ----------- Total Deferred Credits and Other Liabilities (3,440) 120,688 (7,178) 457 - 110,527 ----------- ----------- ----------- ----------- ----------- ----------- Total Capitalization and Other Liabilities $ 527,907 $ 2,633,943 $ 176,097 $ 26,895 $ (629,517) $ 2,735,325 =========== =========== =========== =========== =========== ===========
UNISOURCE ENERGY CORPORATION EXHIBIT A CONSOLIDATING STATEMENT OF INCOME (LOSS) TWELVE MONTHS ENDED DECEMBER 31, 2001 (in thousands except for per share amounts)
UNISOURCE TUCSON MILLENNIUM ENERGY ELECTRIC ENERGY CONSOL. 2001 CORP. POWER CO. HOLDINGS UED ADJUST. CONSOL. ----------- ----------- ----------- ----------- ----------- ----------- Operating Revenues Electric Retail Sales $ - $ 670,117 $ - $ - $ - $ 670,117 Electric Wholesale Sales - 761,255 - - - 761,255 Net Unrealized Loss on Forward Sales And Purchases - (1,315) (32) - - (1,347) Other Revenues - 6,308 21,797 1,960 (15,382) 14,683 ----------- ----------- ----------- ----------- ----------- ----------- Total Operating Revenues - 1,436,365 21,765 1,960 (15,382) 1,444,708 ----------- ----------- ----------- ----------- ----------- ----------- Operating Expenses Fuel - 258,761 - - - 258,761 Purchased Power - 570,283 - - - 570,283 Other Operations and Maintenance - 158,118 35,998 302 (15,382) 179,036 Depreciation and Amortization - 117,063 3,032 251 - 120,346 Amortization of Transition Recovery Asset - 21,609 - - - 21,609 Taxes Other Than Income Taxes - 45,047 1,166 - - 46,213 ----------- ----------- ----------- ----------- ----------- ----------- Total Operating Expenses - 1,170,881 40,196 553 (15,382) 1,196,248 ----------- ----------- ----------- ----------- ----------- ----------- Operating Income - 265,484 (18,431) 1,407 - 248,460 ----------- ----------- ----------- ----------- ----------- ----------- Other Income Interest Income 5 11,910 2,685 - - 14,600 Interest Income on Note Receivable - 9,330 - - (9,330) - Other Income (Deductions) 66,977 2,499 1,409 - (67,017) 3,868 ----------- ----------- ----------- ----------- ----------- ----------- Total Other Income 66,982 23,739 4,094 - (76,347) 18,468 ----------- ----------- ----------- ----------- ----------- ----------- Interest Expense Long-Term Debt 9,330 61,218 - - (9,330) 61,218 Interest on Capital Leases - 90,348 54 - - 90,402 Interest Imputed on Losses Recorded at Present Value - 820 - - - 820 Other Interest Expense - 6,113 64 - (38) 6,139 ----------- ----------- ----------- ----------- ----------- ----------- Total Interest Expense 9,330 158,499 118 - (9,368) 158,579 ----------- ----------- ----------- ----------- ----------- ----------- Income (Loss) Before Income Taxes and Cumulative Effect of Accounting Change 57,652 130,724 (14,455) 1,407 (66,979) 108,349 Income Taxes (3,693) 55,910 (5,300) 557 - 47,474 ----------- ----------- ----------- ----------- ----------- ----------- Income (Loss) Before Cumulative Effect of Accounting Change 61,345 74,814 (9,155) 850 (66,979) 60,875 Cumulative Effect of Accounting Change - Net of Tax - 470 - - - 470 ----------- ----------- ----------- ----------- ----------- ----------- Net Income (Loss) $ 61,345 $ 75,284 $ (9,155) $ 850 $ (66,979) $ 61,345 =========== =========== =========== =========== =========== =========== Average Shares of Common Stock Outstanding (000) 33,399 Basic EPS Income Before Cumulative Effect of Accounting Change $1.83 Cumulative Effect of Accounting Change - Net of Tax $ .01 Net Income $1.84 Average Shares of Common Stock Outstanding, Including Effect for Dilutive Securities (000) 34,167 Diluted EPS Income Before Cumulative Effect of Accounting Change $1.79 Cumulative Effect of Accounting Change - Net of Tax $ .01 Net Income $1.80
TUCSON ELECTRIC POWER COMPANY EXHIBIT A CONSOLIDATING BALANCE SHEET DECEMBER 31, 2001 (in thousands)
TUCSON ELECTRIC INVESTMENT CONSOL. 2001 POWER CO. SUBS * ADJUST. CONSOL. ----------- ----------- ----------- ----------- ASSETS Utility Plant Plant in Service $ 2,498,046 $ - $ - $ 2,498,046 Utility Plant Under Capital Leases 741,446 - - 741,446 Construction Work in Progress 70,992 - - 70,992 ----------- ----------- ----------- ----------- Total Utility Plant 3,310,484 - - 3,310,484 Less Accumulated Depreciation and Amortization (1,270,089) - - (1,270,089) Less Accumulated Depreciation of Capital Lease Assets (362,724) - - (362,724) ----------- ----------- ----------- ----------- Total Utility Plant - Net 1,677,671 - - 1,677,671 ----------- ----------- ----------- ----------- Investments and Other Property 103,410 4,904 (2,439) 105,875 ----------- ----------- ----------- ----------- Note Receivable from UniSource Energy 70,132 - - 70,132 ----------- ----------- ----------- ----------- Current Assets Cash and Cash Equivalents 158,235 1,445 - 159,680 Accounts Receivable 124,382 4,483 (4,378) 124,487 Materials and Fuel 43,682 - - 43,682 Deferred Income Taxes - Current 4,603 - - 4,603 Other 7,814 - - 7,814 ----------- ----------- ----------- ----------- Total Current Assets 338,716 5,928 (4,378) 340,266 ----------- ----------- ----------- ----------- Regulatory and Other Assets Transition Recovery Asset 331,674 - - 331,674 Income Taxes Recoverable Through Future Revenues 64,239 - - 64,239 Other Regulatory Assets 9,072 - - 9,072 Other Assets 35,014 - - 35,014 ----------- ----------- ----------- ----------- Total Regulatory and Other Assets 439,999 - - 439,999 ----------- ----------- ----------- ----------- Total Assets $ 2,629,928 $ 10,832 $ (6,817) $ 2,633,943 =========== =========== =========== =========== * 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.
TUCSON ELECTRIC POWER COMPANY EXHIBIT A CONSOLIDATING BALANCE SHEET (CONTINUED) DECEMBER 31, 2001 (in thousands)
TUCSON ELECTRIC INVESTMENT CONSOL. 2001 POWER CO. SUBS ADJUST. CONSOL. ----------- ----------- ----------- ----------- CAPITALIZATION AND OTHER LIABILITIES Capitalization Common Stock $ 653,250 $ 2 $ (2) $ 653,250 Premium on Capital Stock - 263,378 (263,378) - Capital Stock Expense (6,357) - - (6,357) Accumulated Deficit (331,973) (260,941) 268,492 (324,422) Cumulative Effect on Accounting Change - Net of Tax (13,827) - - (13,827) Reversal of Previously Recorded Unrealized Losses for Contracts Which Settled During the Period - Net of Tax 13,827 - - 13,827 ----------- ----------- ----------- ----------- Common Stock Equity 314,920 2,439 5,112 322,471 Capital Lease Obligations 853,447 - - 853,447 Long-Term Debt 801,924 - - 801,924 ----------- ----------- ----------- ----------- Total Capitalization 1,970,291 2,439 5,112 1,977,842 ----------- ----------- ----------- ----------- Current Liabilities Current Obligations Under Capital Leases 19,971 - - 19,971 Current Maturities of Long-Term Debt 330,325 - - 330,325 Accounts Payable 93,522 49 (4,378) 89,193 Interest Accrued 53,300 - - 53,300 Taxes Accrued 22,848 167 - 23,015 Accrued Employee Expenses 13,078 - - 13,078 Other 6,531 - - 6,531 ----------- ----------- ----------- ----------- Total Current Liabilities 539,575 216 (4,378) 535,413 ----------- ----------- ----------- ----------- Deferred Credits and Other Liabilities Deferred Income Taxes - Noncurrent 56,280 40 586 56,906 Other 63,782 8,137 (8,137) 63,782 ----------- ----------- ----------- ----------- Total Deferred Credits and Other Liabilities 120,062 8,177 (7,551) 120,688 ----------- ----------- ----------- ----------- Total Capitalization and Other Liabilities $ 2,629,928 $ 10,832 $ (6,817) $ 2,633,943 =========== =========== =========== ===========
TUCSON ELECTRIC POWER COMPANY EXHIBIT A CONSOLIDATING STATEMENT OF INCOME TWELVE MONTHS ENDED DECEMBER 31, 2001 (in thousands)
TUCSON ELECTRIC INVESTMENT CONSOL. 2001 POWER CO. SUBS ADJUST. CONSOL. ----------- ----------- ----------- ----------- Operating Revenues Electric Retail Sales $ 670,117 $ - $ - $ 670,117 Electric Wholesale Sales 761,255 - - 761,255 Net Unrealized Loss on Forward Electric Sales and Purchases (1,315) - - (1,315) Other Revenues 6,310 - (2) 6,308 ----------- ----------- ----------- ----------- Total Operating Revenues 1,436,367 - (2) 1,436,365 ----------- ----------- ----------- ----------- Operating Expenses Fuel 258,761 - - 258,761 Purchased Power 570,283 - - 570,283 Other Operations and Maintenance 158,118 - - 158,118 Depreciation and Amortization 117,063 - - 117,063 Amortization of Transition Recovery Asset 21,609 - - 21,609 Taxes Other Than Income Taxes 45,047 - - 45,047 ----------- ----------- ----------- ----------- Total Operating Expenses 1,170,881 - - 1,170,881 ----------- ----------- ----------- ----------- Operating Income 265,486 - (2) 265,484 ----------- ----------- ----------- ----------- Other Income (Deductions) Interest Income 11,850 60 - 11,910 Interest Income - Note Receivable from UniSource Energy 9,330 - - 9,330 Other Income 2,559 40 (100) 2,499 ----------- ----------- ----------- ----------- Total Other Income (Deductions) 23,739 100 (100) 23,739 ----------- ----------- ----------- ----------- Interest Expense Long-Term Debt 61,218 - - 61,218 Interest on Capital Leases 90,348 - - 90,348 Interest Imputed on Losses Recorded at Present Value 820 - - 820 Other Interest Expense 6,113 - - 6,113 ----------- ----------- ----------- ----------- Total Interest Expense 158,499 - - 158,499 ----------- ----------- ----------- ----------- Income Before Income Taxes and Cumulative Effect of Accounting Change 130,726 100 (102) 130,724 Income Taxes 55,912 (2) - 55,910 ----------- ----------- ----------- ----------- Income Before Cumlative Effect of Accounting Change 74,814 102 (102) 74,814 Cumulative Effect of Accounting Change Net of Tax 470 - - 470 ----------- ----------- ----------- ----------- Net Income $ 75,284 $ 102 $ (102) $ 75,284
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. CUC PROJECT OWNERSHIP STRUCTURE ------------------------------- (As of September 27, 2001) ---------------- Nations Energy Corporation (U.S. Company) ---------------- 100% - - - ----------------- -------------------- Nations Curacao Mitsubishi 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) ------------------- COPESA PROJECT OWNERSHIP STRUCTURE ---------------------------------- --------------- Nations Energy Corporation --------------- - - - --------------- --------------- Nations Equity International Partners --------------- --------------- - - - - -------------------------------------- - - --------------- COPESA --------------- -----END PRIVACY-ENHANCED MESSAGE-----