-----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, A59ajq4Y3PFWdwqcqm1AR32zIGuEjum5iXguG9BeYSZ7DD2TiRQe7U1Cbx1o2MqP 4oQTmJC83rdQGbGamlfWRA== 0000950131-01-001321.txt : 20010307 0000950131-01-001321.hdr.sgml : 20010307 ACCESSION NUMBER: 0000950131-01-001321 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: WISCONSIN ELECTRIC POWER CO CENTRAL INDEX KEY: 0000107815 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 390476280 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-3A-2 SEC ACT: SEC FILE NUMBER: 069-00507 FILM NUMBER: 1557559 BUSINESS ADDRESS: STREET 1: 231 W MICHIGAN ST STREET 2: PO BOX 2046 CITY: MILWAUKEE STATE: WI ZIP: 53201 BUSINESS PHONE: 4142212345 U-3A-2 1 0001.txt STATEMENT BY HOLDING COMPANY CLAIMING EXEMPTION 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 Wisconsin Electric Power Company (Name of 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 and every subsidiary thereof, other than any exempt wholesale generator (EWG) or foreign utility company in which claimant directly or indirectly holds an interest. a. Wisconsin Electric Power Company, a Wisconsin -------------------------------- corporation, located at 231 West Michigan Street, P.O. Box 2046, Milwaukee, Wisconsin 53201, is a public utility company that generates, distributes, and sells electric energy at retail in a territory of approximately 13,000 square miles, with an estimated population of 2,300,000 in southeastern (including the metropolitan Milwaukee area), east central and northern Wisconsin and in the Upper Peninsula of Michigan. Wisconsin Electric Power Company also sells electric energy at wholesale. In addition, Wisconsin Electric Power Company purchases, distributes and sells natural gas to retail customers and transports customer-owned gas in four distinct service areas of about 3,800 square miles in Wisconsin. Subsidiaries of Wisconsin Electric Power Company 1 consist of the following: (1) ATC Management Inc., a Wisconsin corporation, ------------------- located at N16 W23217 Stone Ridge Drive, P.O. Box 47, Waukesha, Wisconsin 53187 is an electric utility company that operates and owns an undivided 1/1,000,000 share in electric transmission facilities in Wisconsin, Michigan and Illinois. It has a nominal membership interest in and is the manager of American Transmission Company LLC. (2) American Transmission Company LLC, a Wisconsin --------------------------------- limited liability company, located at N16 W23217 Stone Ridge Drive, P.O. Box 47, Waukesha, Wisconsin 53187, is an electric utility company that owns the remaining interest in the transmission facilities that are operated by and jointly owned with ATC Management Inc. (3) BOSTCO, LLC, a Wisconsin limited liability ----------- company located at 231 West Michigan Street, P.O. Box 2046, Milwaukee, Wisconsin 53201, is a company formed for the purpose of acquiring, owning, renovating, and leasing space at a building located at 331 West Wisconsin Avenue in Milwaukee, Wisconsin. 2. A brief description of the properties of claimant 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 and its subsidiaries are organized and all transmission or pipelines which deliver or receive electric energy or gas at the borders of such state. Wisconsin Electric Power Company owns the -------------------------------- following generating plants: Point Beach (Wisconsin): two nuclear electric generating units with a combined net capability of 1,027 megawatts. Oak Creek (Wisconsin): four coal-fired electric generating units with a combined net capability of 1,139 megawatts. Presque Isle (Michigan): nine coal-fired electric generating units with a combined net capability of 617 megawatts. 2 Pleasant Prairie (Wisconsin): two coal-fired electric generating units with a combined net capability of 1,210 megawatts. Port Washington (Wisconsin): four coal-fired electric generating units with a combined net capability of 320 megawatts. Valley (Wisconsin): two coal-fired electric generating units with a combined net capability of 227 megawatts. Edgewater (Wisconsin): a 25 percent undivided interest (equivalent to a net capability of 102 megawatts) in one coal-fired unit, operated by a nonaffiliated utility. Concord (Wisconsin): four gas/oil fired combustion turbine generating units with a combined net capability of 376 megawatts. Paris (Wisconsin): four gas/oil fired combustion turbine generating units with a combined net capability of 388 megawatts. Milwaukee County (Wisconsin): three coal-fired electric generating units with a combined net capability of 11 megawatts. Germantown (Wisconsin): five oil-and gas-fired combustion turbine generating units with a combined net capability of 346 megawatts. Miscellaneous (Wisconsin and Michigan): fourteen hydro plants with an aggregate net capability of 67 megawatts, and six smaller combustion turbines and diesel units and two wind turbines with a combined net capability of 62 megawatts. 3 At December 31, 2000, Wisconsin Electric Power Company was operating 27,100 miles of electric power lines. At December 31, 2000, Wisconsin Electric Power Company's gas distribution system included approximately 7,900 miles of mains located in Wisconsin connected to the pipeline transmission systems of ANR Pipeline Company, Natural Gas Pipeline Company of America, and Northern Natural Gas Company. Wisconsin Electric Power Company also owns a liquified natural gas storage plant located in Wisconsin, which converts and stores in liquified form natural gas received during periods of low consumption, as well as propane tanks located in Wisconsin for peaking purposes. ATC Management Inc. owns an undivided 1/1,000,000 interest and American Transmission Company LLC owns the remaining interest in a grid of transmission facilities located in Wisconsin, a portion of the Upper Peninsula of Michigan, and a very small portion of Illinois adjacent to the Wisconsin border. In Wisconsin, the transmission facilities consist of approximately 6,600 circuit miles of transmission lines with ratings from 69 KV to 345 KV plus associated substations and real property interests. The two companies also own approximately 1,000 circuit miles of transmission facilities in Michigan and 11 circuit miles of transmission facilities in Illinois. 3. The following information for the last calendar year with respect to claimant and each of its subsidiary public utility companies: (a) Number of Kwh. hours of electric energy sold ( at retail or wholesale), and Mcf. of natural or manufactured gas distributed at retail: (i) Wisconsin Electric Power Company: 31,398,790,000 kwh. of electric energy 94,494,800 Mcf. of natural or manufactured gas (ii) ATC Management Inc.: None (iii) American Transmission Company LLC: None (b) Number of Kwh. of electric energy and Mcf. of natural or manufactured gas distributed at retail outside the state in which each such company is organized: 4 (i) Wisconsin Electric Power Company: 3,173,317,000 kwh. of electric energy 0 Mcf. of natural or manufactured gas (ii) ATC Management Inc.: None (iii) American Transmission Company LLC: 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: (i) Wisconsin Electric Power Company: 1,602,960,000 kwh. Of electric energy 0 Mcf. of natural or manufactured gas (ii) ATC Management Inc.: None (iii) American Transmission Company LLC: 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: (i) Wisconsin Electric Power Company: 2,305,361,000 kwh. Of electric energy 57,309,700 Mcf. of natural or manufactured gas (ii) ATC Management Inc.: None (iii) American Transmission Company LLC: None 5 4. The following information for the reporting period with respect to claimant 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. Neither Wisconsin Electric Power Company, ATC Management Inc., nor American Transmission Company LLC hold an interest, directly or indirectly, in an EWG or foreign utility company. (b) Name of each system company that holds an interest in such EWG or foreign utility company; and description of the interest held. None. (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. None. (d) Capitalization and earning of the EWG or foreign utility company during the reporting period. None. (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). None. The above-named claimant has caused this statement to be duly executed on its behalf by its authorized officer on this 28th day of February, 2001. WISCONSIN ELECTRIC POWER COMPANY (Name of Claimant) 6 By: /s/ David K. Porter ---------------------------------- David K. Porter Senior Vice President (Corporate Seal) Attest: /s/ Larry Salustro ---------------------------- Larry Salustro Senior Vice President and General Counsel Name, title and address of officer to whom notices and correspondence concerning this statement should be addressed: Larry Salustro, Senior Vice President and General Counsel Wisconsin Electric Power Company 2310 West Michigan Street P.O. Box 2949 Milwaukee, Wisconsin 53201 7 EXHIBIT A A consolidating statement of income and surplus of the claimant and its subsidiary companies for the last calendar year, together with a consolidating balance sheet of claimant and its subsidiary companies as of the close of such calendar year: While ATC Management Inc. and American Transmission Company LLC began limited start-up administrative operations in 2000, it only began regular transmission operation on January 1, 2001, and does not have financial information available for calendar year 2000. BOSTCO, LLC was formed on December 21, 2000, and its year 2000 operations are immaterial. The required financial statement for Wisconsin Electric Power Company are as follows: WISCONSIN ELECTRIC POWER COMPANY INCOME STATEMENT Year Ended December 31
2000 ---- (Millions of Dollars) Operating Revenues Electric $1,763.4 Gas 399.7 Steam 21.9 -------- Total Operating Revenues 2,185.0 Operating Expenses Fuel and purchase power 497.7 Cost of gas sold 258.7 Other operation and maintenance 696.1 Depreciation, decommissioning, and amortization 272.7 Property and revenue taxes 65.9 -------- Total Operating Expenses 1,791.1 -------- Operating Income 393.9 Other Income and Deductions Interest income 4.0 Allowance for other funds used during construction 2.6 Gains on asset sales 1.5 Other (17.9) -------- Total Other Income and Deductions (9.8) Financing Costs Interest expense 117.5 Allowance for borrowed funds used during construction (1.3) -------- Total Financing Costs 116.2 -------- Income Before Income Taxes 267.9 Income Taxes 103.2 -------- Net Income 164.7 Preferred Stock Dividend Requirement 1.2 -------- Earnings Available for Common Stockholder $163.5 ========
WISCONSIN ELECTRIC POWER COMPANY STATEMENT OF COMMON EQUITY
Common Stock ------------ $10 Par Other Paid Retained Shares Value In Capital Earnings Total ------ ------- ---------- -------- ----- (Millions of Dollars) Balance - December 31, 1999 33,289,327 $332.9 $530.7 $1,017.3 $1,880.9 Net income 164.7 164.7 Cash dividends Common stock (179.6) (179.6) Preferred stock (1.2) (1.2) ---------- ------ ------ -------- -------- Balance - December 31, 2000 33,289,327 $332.9 $530.7 $1,001.2 $1,864.8 ========== ====== ====== ======== ========
WISCONSIN ELECTRIC POWER COMPANY BALANCE SHEET December 31
ASSETS 2000 ---- (Millions of Dollars) Property, Plant and Equipment Electric utility $5,300.7 Gas utility 578.2 Steam utility 64.4 Common utility 372.9 Other property 7.3 -------- 6,323.5 Accumulated depreciation (3,339.1) -------- 2,984.4 Construction work in progress 106.8 Leased facilities, net 121.6 Nuclear fuel, net 93.1 -------- Net Property, Plant and Equipment 3,305.9 Investments Nuclear decommissioning trust fund 613.3 Other 28.9 -------- Total Investments 642.2 Current Assets Cash and cash equivalents 10.6 Accounts receivable, net of allowance for doubtful accounts of $19.7 and $17.5 232.7 Accrued revenues 163.0 Fossil fuel (at average cost) 114.8 Materials and supplies (at average cost) 82.6 Prepayments 71.5 Deferred income taxes 32.5 Other 1.2 -------- Total Current Assets 708.9 Deferred Charges and Other Assets Deferred regulatory assets 232.0 Other 136.1 -------- Total Deferred Charges and Other Assets 368.1 -------- Total Assets $5,025.1 ========
WISCONSIN ELECTRIC POWER COMPANY BALANCE SHEET December 31
CAPITALIZATION AND LIABILITIES 2000 ---- (Millions of Dollars) Capitalization Common equity $1,864.8 Preferred stock 30.4 Long-term debt 1,679.6 -------- Total Capitalization 3,574.8 Current Liabilities Long-term debt due currently 28.1 Notes payable 257.0 Accounts payable 213.5 Payroll and vacation accrued 39.0 Taxes accrued - income and other 26.6 Interest accrued 18.8 Other 84.2 -------- Total Current Liabilities 667.2 Deferred Credits and Other Liabilities Accumulated deferred income taxes 466.1 Accumulated deferred investment tax credits 74.7 Deferred regulatory liabilities 123.6 Other 118.7 -------- Total Deferred Credits and Other Liabilities 783.1 Commitments and Contingencies -------- Total Capitalization and Liabilities $5,025.1 ========
8 EXHIBIT B FINANCIAL DATA SCHEDULE FISCAL-YEAR-END DEC-31-2000 PERIOD-START JAN-01-2000 PERIOD-END DEC-31-2000 TOTAL-ASSETS $5,025.1 million TOTAL-OPERATING- REVENUES $2,185.0 million NET-INCOME $ 164.7 million EXHIBIT C ORGANIZATIONAL CHART SHOWING THE RELATIONSHIP OF EACH EWG OR FOREIGN UTILITY COMPANY TO ASSOCIATE COMPANIES IN THE HOLDING COMPANY SYSTEM NOT APPLICABLE 9 -----END PRIVACY-ENHANCED MESSAGE-----