UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2006
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
Commission File Number | Registrant; State of Incorporation; Address; and Telephone Number | IRS Employer Identification Number |
| | | |
| 1-13739 | UNISOURCE ENERGY CORPORATION (An Arizona Corporation) One South Church Avenue, Suite 100 Tucson, AZ 85701 (520) 571-4000 | 86-0786732 |
| | | |
| 1-5924 | TUCSON ELECTRIC POWER COMPANY (An Arizona Corporation) One South Church Avenue, Suite 100 Tucson, AZ 85701 (520) 571-4000 | 86-0062700 |
Securities registered pursuant to Section 12(b) of the Act: | |
Registrant | Title of Each Class | Name of Each Exchange on Which Registered |
| | | |
UniSource Energy Corporation | Common Stock, no par value, and Preferred Share Purchase Rights | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well known seasoned issuer, as defined in Rule 405 of the Securities Act.
UniSource Energy Corporation Yes X No _____
Tucson Electric Power Company Yes ____ No __X__
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Act.
UniSource Energy Corporation Yes ____ No __X__
Tucson Electric Power Company Yes X No _____
Indicate by check mark whether each registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No _____
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of each registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
UniSource Energy Corporation Large Accelerated Filer X Accelerated Filer Non-accelerated filer
Tucson Electric Power Company Large Accelerated Filer Accelerated Filer Non-accelerated filer X
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
UniSource Energy Corporation Yes _____ No X
Tucson Electric Power Company Yes _____ No X
The aggregate market value of UniSource Energy Corporation voting Common Stock held by non-affiliates of the registrant was $1,055,512,081 based on the last reported sale price thereof on the consolidated tape on June 30, 2006.
At February 23, 2007, 35,256,170 shares of UniSource Energy Corporation Common Stock, no par value (the only class of Common Stock), were outstanding.
At February 23, 2007, 32,139,434 shares of Tucson Electric Power Company’s common stock, no par value, were outstanding, all of which were held by UniSource Energy Corporation.
Documents incorporated by reference: Specified portions of UniSource Energy Corporation’s Proxy Statement relating to the 2007 Annual Meeting of Shareholders are incorporated by reference into Part III.
Explanatory Note
This Amendment on Form 10-K/A constitutes Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 31, 2006 of UniSource Energy Corporation (UniSource Energy) and Tucson Electric Power Company (TEP), which was originally filed with the Securities and Exchange Commission on February 28, 2007 (Initial Form 10-K).
This Amendment is being filed to amend UniSource Energy’s and TEP’s Initial Form 10-K to correct the date on UniSource Energy’s and TEP’s signature pages to the Initial Form 10-K, which was inadvertently mistyped. Exhibits 31(a), (b), (c) and (d) and Exhibit 32, which were filed with the Initial Form 10-K, also contained the same typographical errors. Such exhibits, with corrected dates, are filed herewith. This Form 10-K/A does not make any other changes to the Initial Form 10-K.
| | | | Page |
| (a) | 1. | Consolidated Financial Statements as of December 31, 2006 and 2005 and for Each of the Three Years in the Period Ended December 31, 2006 | |
| | | | |
| | | UniSource Energy Corporation | |
| | | Report of Independent Registered Public Accounting Firm | 81 |
| | | Consolidated Statements of Income | 84 |
| | | Consolidated Statements of Cash Flows | 85 |
| | | Consolidated Balance Sheets | 86 |
| | | Consolidated Statements of Capitalization | 87 |
| | | Consolidated Statements of Changes in Stockholders' Equity | 88 |
| | | Notes to Consolidated Financial Statements | 94 |
| | | | |
| | | Tucson Electric Power Company | |
| | | Report of Independent Registered Public Accounting Firm | 83 |
| | | Consolidated Statements of Income | 89 |
| | | Consolidated Statements of Cash Flows | 90 |
| | | Consolidated Balance Sheets | 91 |
| | | Consolidated Statements of Capitalization | 92 |
| | | Consolidated Statements of changes in Stockholder's Equity | 93 |
| | | Notes to Consolidated Financial Statements | 94 |
| | | | |
| | 2. | Financial Statement Schedule | |
| | | Schedule II | |
| | | Valuation and Qualifying Accounts | 164 |
| | | | |
| | Reference to Items 15(a)(1) and (2) are made to the page numbers of the Initial Form 10-K. |
| | | | |
| | 3. | Exhibits | |
| | | |
| | Reference is made to the Exhibit Index commencing on page 8 of this Form 10-K/A. | |
Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
UNISOURCE ENERGY CORPORATION
Date: February 28, 2007 By: /s/ Kevin P. Larson
Kevin P. Larson
Senior Vice President and Principal
Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Date: February 28, 2007 /s/ James S. Pignatelli*
James S. Pignatelli
Chairman of the Board, President and
Principal Executive Officer
Date: February 28, 2007 /s/ Kevin P. Larson
Kevin P. Larson
Principal Financial Officer
Date: February 28, 2007 /s/ Karen G. Kissinger*
Karen G. Kissinger
Principal Accounting Officer
Date: February 28, 2007 /s/ Lawrence J. Aldrich*
Lawrence J. Aldrich
Director
Date: February 28, 2007 /s/ Barbara Baumann*
Barbara Baumann
Director
Date: February 28, 2007 /s/ Larry W. Bickle*
Larry W. Bickle
Director
Date: February 28, 2007 /s/ Elizabeth T. Bilby*
Elizabeth T. Bilby
Director
Date: February 28, 2007 /s/ Harold W. Burlingame*
Harold W. Burlingame
Director
Date: February 28, 2007 /s/ John L. Carter*
John L. Carter
Director
Date: February 28, 2007 /s/ Robert A. Elliott*
Robert A. Elliott
Director
Date: February 28, 2007 /s/ Daniel W.L. Fessler*
Daniel W.L. Fessler
Date: February 28, 2007 /s/ Kenneth Handy*
Kenneth Handy
Director
Date: February 28, 2007 /s/ Warren Y. Jobe*
Warren Y. Jobe
Director
Date: February 28, 2007 /s/ Joaquin Ruiz*
Joaquin Ruiz
Director
Date: February 28, 2007 By: /s/ Kevin P. Larson
Kevin P. Larson
As attorney-in-fact for each
of the persons indicated
SIGNATURES
Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TUCSON ELECTRIC POWER COMPANY
Date: February 28, 2007 By: /s/ Kevin P. Larson
Kevin P. Larson
Senior Vice President and Principal
Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Date: February 28, 2007 /s/ James S. Pignatelli*
James S. Pignatelli
Chairman of the Board, President and
Principal Executive Officer
Date: February 28, 2007 /s/ Kevin P. Larson
Kevin P. Larson
Principal Financial Officer
Date: February 28, 2007 /s/ Karen G. Kissinger*
Karen G. Kissinger
Principal Accounting Officer
Date: February 28, 2007 /s/ Lawrence J. Aldrich*
Lawrence J. Aldrich
Director
Date: February 28, 2007 /s/ Barbara Baumann*
Barbara Baumann
Director
Date: February 28, 2007 /s/ Larry W. Bickle*
Larry W. Bickle
Director
Date: February 28, 2007 /s/ Elizabeth T. Bilby*
Elizabeth T. Bilby
Director
Date: February 28, 2007 /s/ Harold W. Burlingame*
Harold W. Burlingame
Director
Date: February 28, 2007 /s/ John L. Carter*
John L. Carter
Director
Date: February 28, 2007 /s/ Robert A. Elliott*
Robert A. Elliott
Director
Date: February 28, 2007 �� /s/ Daniel W.L. Fessler*
Daniel W.L. Fessler
Date: February 28, 2007 /s/ Kenneth Handy*
Kenneth Handy
Director
Date: February 28, 2007 /s/ Warren Y. Jobe*
Warren Y. Jobe
Director
Date: February 28, 2007 /s/ Joaquin Ruiz*
Joaquin Ruiz
Director
Date: February 28, 2007 By: /s/ Kevin P. Larson
Kevin P. Larson
As attorney-in-fact for each
of the persons indicated
** Pursuant to Item 601(b)(32)(ii) of Regulation S-K, this certificate is not being “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended.
