U-3A-2/A 1 du3a2a.txt FORM U-3A-2/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM U-3A-2/A 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) on February 28, 2002, filed with the Securities and Exchange Commission, File No. 069-00507, pursuant to Rule 2, its statement claiming exemption as a holding company from the provisions of the Public Utility Holding Company Act of 1935. Wisconsin Electric Power Company hereby amends and restates that filing as follows: 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 to over one million customers in a territory 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 over 400,000 retail customers and transports customer-owned gas in three distinct service areas in Wisconsin. Subsidiaries of Wisconsin Electric Power Company 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. At December 31, 2001, Wisconsin Electric held a 42.5% ownership interest in ATC Management Inc. (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. At December 31, 2001, Wisconsin Electric held a 37.3% interest in American Transmission Company LLC. (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. At December 31, 2001, Wisconsin Electric held a 100% ownership interest in BOSTCO, LLC. 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 with the indicated net dependable capability in December 2001: Point Beach (Wisconsin): two nuclear electric generating units with a combined net capability of 1,022 megawatts. -2- 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 618 megawatts. Pleasant Prairie (Wisconsin): two coal-fired electric generating units with a combined net capability of 1,222 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 345 megawatts. Miscellaneous (Wisconsin and Michigan): fourteen hydro plants with an aggregate net capability of 57 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, 2001, Wisconsin Electric Power Company was operating 22,000 pole miles of electric overhead distribution lines and 17,900 miles of underground distribution cable. At December 31, 2001, Wisconsin Electric Power Company's gas distribution system included approximately 8,200 miles of mains located in Wisconsin connected to the pipeline transmission systems of ANR Pipeline Company, Natural Gas Pipeline Company of America, Northern Natural Gas Company, and Great Lakes Transmission 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 8,600 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 1,200 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: 27,123,225,000 kwh. of electric energy 85,241,000 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: (i) Wisconsin Electric Power Company: 2,744,061,000 kwh. of electric energy 0 Mcf. of natural or manufactured gas (ii) ATC Management Inc.: -4- 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: 432, 066,000 kwh. of electric energy 10,747,880 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: 2,494,264,000 kwh. Of electric energy 65,456,472 Mcf. of natural or manufactured gas (ii) ATC Management Inc.: None (iii) American Transmission Company LLC: None 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. -5- 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 31/st/ day of May, 2002. -6- WISCONSIN ELECTRIC POWER COMPANY (Name of Claimant) By: /s/ Larry Salustro ----------------------------------------- Larry Salustro Senior Vice President and General Counsel (Corporate Seal) Attest: /s/ Kristine Rappe ------------------------------- Kristine Rappe Corporate Secretary 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 231 West Michigan Street P.O. Box 2949 Milwaukee, Wisconsin 53201 -7- WISCONSIN ELECTRIC POWER COMPANY INCOME STATEMENTS Year Ended December 31
Wisconsin Electric Bostco LLC Eliminations Consolidated 2001 2001 2001 2001 ----------------- ----------------- ---------------- ---------------- (Millions of Dollars) Operating Revenues Electric $1,839.8 $ - $ - $1,839.8 Gas 457.1 - - 457.1 Steam 21.8 - - 21.8 ----------------- ----------------- ---------------- ---------------- Total Operating Revenues 2,318.7 - - 2,318.7 Operating Expenses Fuel and purchased power 509.7 - - 509.7 Cost of gas sold 319.0 - - 319.0 Other operation and maintenance 681.9 - - 681.9 Depreciation, decommissioning - - and amortization 264.3 - - 264.3 Property and revenue taxes 67.8 - - 67.8 ----------------- ----------------- ---------------- ---------------- Total Operating Expenses 1,842.7 - - 1,842.7 ----------------- ----------------- ---------------- ---------------- Operating Income 476.0 - - 476.0 Other Income and Deductions Interest income 13.2 - - 13.2 Allowance for other funds used during construction 1.7 - - 1.7 Equity in earnings of unconsolidated affiliates 20.6 - - 20.6 Other 0.1 0.4 - 0.5 ----------------- ----------------- ---------------- ---------------- Total Other Income and Deductions 35.6 0.4 - 36.0 Financing Costs Interest expense 109.5 0.2 - 109.7 Allowance for borrowed funds used during construction (0.8) - - (0.8) ----------------- ----------------- ---------------- ---------------- Total Financing Costs 108.7 0.2 - 108.9 ----------------- ----------------- ---------------- ---------------- Income Before Income Taxes 402.9 0.2 - 403.1 Income Taxes 156.5 0.1 - 156.6 ----------------- ----------------- ---------------- ---------------- Net Income 246.4 0.1 - 246.5 Preferred Stock Dividend Requirement 1.2 - - 1.2 ----------------- ----------------- ---------------- ---------------- Earnings Available for Common Stockholder $ 245.2 $0.1 $0.00 $ 245.3 ================= ================= ================ ================
Wisconsin Electric Power Company WISCONSIN ELECTRIC POWER COMPANY BALANCE SHEETS December 31 ASSETS
Wisconsin Electric Bostco LLC Eliminations Consolidated 2001 2001 2001 2001 ---------------- ---------------- ---------------- ----------------- (Millions of Dollars) Property, Plant and Equipment Electric $ 5,064.4 $ - $ - $ 5,064.4 Gas 596.2 - - 596.2 Steam 66.0 - - 66.0 Common 334.4 - - 334.4 Other 8.7 8.5 - 17.2 ---------------- ---------------- ---------------- ----------------- 6,069.7 8.5 - 6,078.2 Accumulated depreciation (3,208.5) (3,208.5) ---------------- ---------------- ---------------- ----------------- 2,861.2 8.5 - 2,869.7 Construction work in progress 158.3 5.0 - 163.3 Leased facilities, net 116.0 - - 116.0 Nuclear fuel, net 73.6 - - 73.6 ---------------- ---------------- ---------------- ----------------- Net Property, Plant and Equipment 3,209.1 13.5 - 3,222.6 Investments Nuclear decommissioning trust fund 589.6 - - 589.6 Investment in ATC 128.6 - - 128.6 Other 15.2 - (0.1) 15.1 ---------------- ---------------- ---------------- ----------------- Total Investments 733.4 - (0.1) 733.3 Current Assets Cash and cash equivalents 21.3 - - 21.3 Accounts receivable, net of allowance for doubtful accounts of $22.7 235.8 0.3 - 236.1 Other accounts receivable 116.4 - - 116.4 Accrued revenues 132.2 - - 132.2 Materials, supplies and inventories 227.1 - - 227.1 Prepayments 72.0 - - 72.0 Deferred income taxes - - - - Other 6.0 - - 6.0 ---------------- ---------------- ---------------- ----------------- Total Current Assets 810.8 0.3 - 811.1 Deferred Charges and Other Assets Deferred regulatory assets 287.4 - - 287.4 Other 13.1 - - 13.1 ---------------- ---------------- ---------------- ----------------- Total Deferred Charges and Other Assets 300.5 - - 300.5 ---------------- ---------------- ---------------- ----------------- Total Assets $ 5,053.8 $13.8 ($0.1) $ 5,067.5 ================ ================ ================ =================
Wisconsin Electric Power Company WISCONSIN ELECTRIC POWER COMPANY BALANCE SHEETS December 31 CAPITALIZATION AND LIABILITIES
Wisconsin Electric Bostco LLC Eliminations Consolidated 2001 2001 2001 2001 ---------- ----------- ------------ ------------- (Millions of Dollars) Capitalization Common equity $1,980.1 $ 0.1 $ (0.1) $1,980.1 Preferred stock 30.4 - - 30.4 Long-term debt 1,420.5 - - 1,420.5 ---------- ----------- ------------ ------------- Total Capitalization 3,431.0 0.1 (0.1) 3,431.0 Current Liabilities Long-term debt due currently 282.7 - - 282.7 Short-term debt 161.5 10.9 - 172.4 Accounts payable 213.1 0.5 - 213.6 Payroll and vacation accrued 52.3 - - 52.3 Taxes accrued - income and other 72.2 0.3 - 72.5 Interest accrued 18.3 - - 18.3 Deferred income taxes 6.8 - - 6.8 Other 59.0 1.9 - 60.9 ---------- ----------- ------------ ------------- Total Current Liabilities 865.9 13.6 - 879.5 Deferred Credits and Other Liabilities Accumulated deferred income taxes 399.0 - - 399.0 Accumulated deferred investment tax credits 70.2 - - 70.2 Deferred regulatory liabilities 141.4 - - 141.4 Other 146.4 - - 146.4 ---------- ----------- ------------ ------------- Total Deferred Credits and Other Liabilities 757.0 - - 757.0 Commitments and Contingencies - - - - ---------- ----------- ------------ ------------- Total Capitalization and Liabilities $5,053.9 $13.7 ($0.1) $5,067.5 ========== =========== ============ =============
WISCONSIN ELECTRIC POWER COMPANY RETAINED EARNINGS STATEMENT December 31
Wisconsin Electric Bostco LLC Eliminations Consolidated ----------- ---------- ------------ ------------ (Millions of Dollars) Retained Earnings - 12/31/00 $ 1,001.2 $ - $ - $ 1,001.2 Net income 246.5 0.1 (0.1) 246.5 ----------- ---------- ------------ ------------ Comprehensive Income 246.5 0.1 (0.1) 246.5 Cash dividends Common stock (130.0) - - (130.0) Preferred stock (1.2) - - (1.2) ----------- ---------- ------------ ------------ Retained Earnings - 12/31/01 $ 1,116.5 $ 0.1 ($0.1) $ 1,116.5 =========== ========== ============ ============
EXHIBIT B ORGANIZATIONAL CHART SHOWING THE RELATIONSHIP OF EACH EWG OR FOREIGN UTILITY COMPANY TO ASSOCIATE COMPANIES IN THE HOLDING COMPANY SYSTEM NOT APPLICABLE