UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2000
Commission Registrant; State of Incorporation IRS Employer
File Number Address; and Telephone Number Identification No.
----------- ---------------------------------- ------------------
001-09057 WISCONSIN ENERGY CORPORATION 39-1391525
(A Wisconsin Corporation)
231 West Michigan Street
P.O. Box 2949
Milwaukee, WI 53201
(414) 221-2345
001-01245 WISCONSIN ELECTRIC POWER COMPANY 39-0476280
(A Wisconsin Corporation)
231 West Michigan Street
P.O. Box 2046
Milwaukee, WI 53201
(414) 221-2345
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 each 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 the number of shares outstanding of each of the
Registrant's classes of common stock, as of the latest
practicable date (May 5, 2000):
Wisconsin Energy Corporation Common Stock, $.01 Par Value,
120,451,611 shares
outstanding.
Wisconsin Electric Power Company Common Stock, $10 Par Value,
33,289,327 shares outstanding.
Wisconsin Energy Corporation
is the sole holder of
Wisconsin Electric Power
Company Common Stock.
WISCONSIN ENERGY CORPORATION
WISCONSIN ELECTRIC POWER COMPANY
--------------------------------
FORM 10-Q REPORT FOR THE QUARTER ENDED MARCH 31, 2000
TABLE OF CONTENTS
Item Page
- ---- ----
Introduction...............................................................
Part I - Financial Information
------------------------------
1. Financial Statements
Wisconsin Energy
Consolidated Condensed Income Statement................................
Consolidated Condensed Balance Sheet...................................
Consolidated Statement of Cash Flows...................................
Wisconsin Electric
Condensed Income Statement.............................................
Condensed Balance Sheet................................................
Statement of Cash Flows................................................
Notes to Financial Statement of
Wisconsin Energy and Wisconsin Electric................................
2. Management's Discussion and Analysis of Financial Conditions and Results
of Operations for Wisconsin Energy and Wisconsin Electric................
3. Quantitative and Qualitative Disclosures About Market Risk.................
Part II - Other Information
---------------------------
1. Legal Proceedings..........................................................
6. Exhibits and Reports on Form 8-K...........................................
Signatures.................................................................
INTRODUCTION
Wisconsin Energy Corporation ("Wisconsin Energy" or the
"Company") is a holding company whose principal subsidiary as of
March 31, 2000 is Wisconsin Electric Power Company ("Wisconsin
Electric"), an electric, gas and steam utility. Unless qualified
by its context when used in this combined Form 10-Q, Wisconsin
Energy refers to the holding company and all of its subsidiaries.
The unaudited interim financial statements presented in this
combined Form 10-Q report include the consolidated statements of
Wisconsin Energy as well as separate statements for Wisconsin
Electric. These unaudited statements have been prepared by
Wisconsin Energy and Wisconsin Electric pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations. The Wisconsin Energy and
Wisconsin Electric financial statements should be read in
conjunction with the financial statements and notes thereto
included in the companies' combined Annual Report on Form 10-K
for the year ended December 31, 1999. This combined Form 10-Q is
separately filed by Wisconsin Energy and Wisconsin Electric.
Information contained herein relating to any individual
registrant is filed by such registrant on its own behalf.
PART 1 - FINANCIAL INFORMATION
------------------------------
ITEM 1. FINANCIAL STATEMENTS
WISCONSIN ENERGY CORPORATION
CONSOLIDATED CONDENSED INCOME STATEMENT
(Unaudited)
Three Months Ended March 31
---------------------------
2000 1999
----------- ---------
(Thousands of Dollars, Except Per Share Amounts)
Operating Revenues $627,750 $556,717
Operating Expenses
Fuel 94,553 70,735
Purchased power 65,779 49,660
Cost of gas sold 69,292 68,860
Other operation and maintenance 185,140 182,466
Depreciation and amortization 103,660 66,956
Property and revenue tax 20,727 17,724
-------- --------
Total Operating Expenses 539,151 456,401
-------- --------
Pretax Operating Income 88,599 100,316
Other Income and Deductions
Interest income 6,789 8,349
Allowance for other funds
used during construction 862 984
Other 29,741 4,446
-------- --------
Total Other Income and Deductions 37,392 13,779
Interest Charges and Other
Interest expense 42,543 33,566
Allowance for borrowed funds
used during construction (3,099) (1,900)
Distributions on preferred
securities of subsidiary trust 3,425 228
Preferred dividend
requirement of subsidiary 301 301
-------- --------
Total Interest Charges and Other 43,170 32,195
-------- --------
Income Before Income Taxes 82,821 81,900
Income Taxes 32,227 28,389
-------- --------
Net Income $50,594 $53,511
======== ========
Average Number of Shares of Common
Stock Outstanding (Thousands) 119,512 115,926
Earnings Per Share of Common
Stock (Basic and Diluted) $0.42 $0.46
Dividends Per Share of Common Stock $0.39 $0.39
<FN>
The accompanying notes, as they relate to Wisconsin Energy Corporation, are an integral
part of these financial statements.
</FN>
WISCONSIN ENERGY CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEET
(Unaudited)
March 31, 2000 December 31, 1999
-------------- -----------------
(Thousands of Dollars)
Assets
------
Property, Plant and Equipment
Electric utility $5,203,975 $5,153,388
Gas utility 557,212 552,405
Steam utility 63,935 63,461
Common utility 392,920 391,793
Energy non-utility 207,316 198,954
Other property 368,042 351,057
Accumulated provision for depreciation (3,335,613) (3,249,978)
---------- ----------
3,457,787 3,461,080
Construction work in progress 223,168 174,778
Leased facilities - net 125,907 127,327
Nuclear fuel - net 82,850 83,393
---------- ----------
Net Property, Plant and Equipment 3,889,712 3,846,578
Investments 969,921 950,322
Current Assets
Cash and cash equivalents 24,746 73,477
Accounts receivable 271,529 242,348
Accrued utility revenues 94,636 134,566
Materials, supplies and fossil fuel 196,051 231,615
Prepayments and other assets 99,487 123,865
---------- ----------
Total Current Assets 686,449 805,871
Deferred Charges and Other Assets
Accumulated deferred income taxes 199,832 197,988
Other 452,102 432,361
---------- ----------
Total Deferred Charges and Other Assets 651,934 630,349
---------- ----------
Total Assets $6,198,016 $6,233,120
========== ==========
Capitalization and Liabilities
------------------------------
Capitalization
Common stock $862,627 $839,497
Retained earnings 1,174,830 1,170,765
Unearned compensation - restricted stock award (2,472) (2,518)
---------- ----------
Total Common Stock Equity 2,034,985 2,007,744
Preferred stock 30,450 30,450
Company-obligated, mandatorily redeemable
preferred securities of subsidiary trust
holding solely debentures of the Company 200,000 200,000
Long-term debt 2,135,505 2,134,636
---------- ----------
Total Capitalization 4,400,940 4,372,830
Current Liabilities
Long-term debt due currently 69,339 69,085
Short-term debt 370,285 507,500
Accounts payable 191,196 174,043
Accrued liabilities 151,469 99,666
Other 48,921 48,273
---------- ----------
Total Current Liabilities 831,210 898,567
Deferred Credits and Other Liabilities
Accumulated deferred income taxes 624,325 624,864
Other 341,541 336,859
---------- ----------
Total Deferred Credits and Other Liabilities 965,866 961,723
---------- ----------
Total Capitalization and Liabilities $6,198,016 $6,233,120
========== ==========
<FN>
The accompanying notes, as they relate to Wisconsin Energy Corporation, are an integral
part of these financial statements.
</FN>
WISCONSIN ENERGY CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
Three Months Ended March 31
---------------------------
2000 1999
----------- -----------
(Thousands of Dollars)
Operating Activities
Net income $50,594 $53,511
Reconciliation to cash
Depreciation and amortization 103,660 66,956
Nuclear fuel expense - amortization 7,160 4,718
Conservation expense - amortization 1,407 5,625
Debt premium, discount
and expense - amortization 1,195 762
Deferred income taxes - net (2,501) (2,786)
Investment tax credit - net (1,143) (1,148)
Allowance for other funds
used during construction (862) (984)
Change in - Accounts receivable (29,181) (18,361)
Inventories 35,564 26,647
Other current assets 64,308 28,712
Accounts payable 17,153 (47,556)
Other current liabilities 52,451 58,283
Other (6,791) (21,683)
-------- --------
Cash Provided by Operating Activities 293,014 152,696
Investing Activities
Construction expenditures (134,963) (105,967)
Allowance for borrowed funds
used during construction (3,099) (1,900)
Nuclear fuel (10,594) (6,306)
Nuclear decommissioning trust (36,013) (8,163)
Other 3,547 (1,365)
-------- --------
Cash Used in Investing Activities (181,122) (123,701)
Financing Activities
Sale of - Common stock 23,130 18,711
Long-term debt 15,539 31,482
Mandatorily redeemable trust
preferred securities - 200,000
Retirement of long-term debt (15,548) (11,821)
Change in short-term debt (137,215) (119,919)
Dividends on stock - Common (46,529) (45,169)
-------- --------
Cash Provided by (Used in) Financing Activities (160,623) 73,284
-------- --------
Change in Cash and Cash Equivalents (48,731) 102,279
Cash and Cash Equivalents at Beginning of Period 73,477 16,603
-------- --------
Cash and Cash Equivalents at End of Period $24,746 $118,882
======== ========
Supplemental Information -
Cash Paid (Received) For
Interest (net of amount capitalized) $31,207 $25,425
Income taxes (25,855) 14,649
<FN>
The accompanying notes, as they relate to Wisconsin Energy Corporation, are an integral
part of these financial statements.
</FN>
WISCONSIN ELECTRIC POWER COMPANY
CONDENSED INCOME STATEMENT
(Unaudited)
Three Months Ended March 31
---------------------------------
2000 1999
----------- -----------
(Thousands of Dollars)
Operating Revenues $540,778 $527,839
Operating Expenses
Fuel 75,272 70,735
Purchase power 30,105 31,053
Cost of gas sold 69,292 68,860
Other operation and maintenance 160,772 173,452
Depreciation and amortization 98,099 64,450
Property and revenue tax 17,445 16,831
-------- --------
Total Operating Expenses 450,985 425,381
-------- --------
Pretax Operating Income 89,793 102,458
Other Income and Deductions
Interest income 3,047 5,672
Allowance for other funds
used during construction 862 984
Other 31,213 5,524
-------- --------
Total Other Income and Deductions 35,122 12,180
Interest Charges
Interest expense 29,248 28,397
Allowance for borrowed funds
used during construction (423) (481)
-------- --------
Total Interest Charges 28,825 27,916
-------- --------
Income Before Income Taxes 96,090 86,722
Income Taxes 37,251 30,761
-------- --------
Net Income 58,839 55,961
Preferred Stock Dividend Requirement 301 301
-------- --------
Earnings Available for Common
Stockholder $58,538 $55,660
======== ========
<FN>
Note: Earnings and dividends per share of common stock are not applicable because all of
Wisconsin Electric Power Company's common stock is owned by Wisconsin Energy
Corporation.
The accompanying notes, as they relate to Wisconsin Electric Power Company, are an
integral part of these financial statements.
</FN>
WISCONSIN ELECTRIC POWER COMPANY
CONDENSED BALANCE SHEET
(Unaudited)
March 31, 2000 December 31, 1999
-------------- -----------------
(Thousands of Dollars)
Assets
------
Property, Plant and Equipment
Electric utility $5,120,834 $5,070,246
Gas utility 557,212 552,405
Steam utility 63,935 63,461
Common utility 392,920 391,793
Other property 7,778 7,581
Accumulated provision for depreciation (3,270,544) (3,189,890)
---------- ----------
2,872,135 2,895,596
Construction work in progress 122,876 99,002
Leased facilities - net 125,907 127,327
Nuclear fuel - net 82,850 83,393
---------- ----------
Net Property, Plant and Equipment 3,203,768 3,205,318
Investments 689,233 663,776
Current Assets
Cash and cash equivalents 6,859 49,852
Accounts receivable 180,467 166,651
Accrued utility revenues 93,654 133,422
Materials, supplies and fossil fuel 167,473 197,221
Prepayments and other assets 63,694 98,802
---------- ----------
Total Current Assets 512,147 645,948
Deferred Charges and Other Assets
Accumulated deferred income taxes 189,997 188,192
Other 363,561 349,369
---------- ----------
Total Deferred Charges and Other Assets 553,558 537,561
---------- ----------
Total Assets $4,958,706 $5,052,603
========== ==========
Capitalization and Liabilities
------------------------------
Capitalization
Common stock $863,582 $863,582
Retained earnings 1,030,916 1,017,271
---------- ----------
Total Common Stock Equity 1,894,498 1,880,853
Preferred stock 30,450 30,450
Long-term debt 1,671,662 1,677,610
---------- ----------
Total Capitalization 3,596,610 3,588,913
Current Liabilities
Long-term debt due currently 30,297 30,822
Short-term debt 117,088 264,664
Accounts payable 123,068 127,108
Accrued liabilities 134,502 86,089
Other 43,341 39,677
---------- ----------
Total Current Liabilities 448,296 548,360
Deferred Credits and Other Liabilities
Accumulated deferred income taxes 609,505 610,040
Other 304,295 305,290
---------- ----------
Total Deferred Credits and Other Liabilities 913,800 915,330
---------- ----------
Total Capitalization and Liabilities $4,958,706 $5,052,603
========== ==========
<FN>
The accompanying notes, as they relate to Wisconsin Electric Power Company, are an
integral part of these financial statements.
</FN>
WISCONSIN ELCETRIC POWER COMPANY
STATEMENT OF CASH FLOWS
(Unaudited)
Three Months Ended March 31
---------------------------
2000 1999
----------- -----------
(Thousands of Dollars)
Operating Activities
Net income $58,839 $55,961
Reconciliation to cash
Depreciation and amortization 98,099 64,450
Nuclear fuel expense - amortization 7,160 4,718
Conservation expense - amortization 1,407 5,625
Debt premium, discount
and expense - amortization 734 656
Deferred income taxes - net (2,509) (2,794)
Investment tax credit - net (1,127) (1,132)
Allowance for other funds used
during construction (862) (984)
Change in - Accounts receivable (13,816) (22,756)
Inventories 29,748 26,649
Other current assets 74,876 32,093
Accounts payable (4,040) (42,409)
Other current liabilities 52,077 59,019
Other (5,607) (9,974)
-------- --------
Cash Provided by Operating Activities 294,979 169,122
Investing Activities
Construction expenditures (86,980) (81,432)
Allowance for borrowed funds used
during construction (423) (481)
Nuclear fuel (10,594) (6,306)
Nuclear decommissioning trust (36,013) (8,163)
Other (3,644) (4,283)
-------- --------
Cash Used in Investing Activities (137,654) (100,665)
Financing Activities
Sale of long-term debt - 29,444
Retirement of long-term debt (7,548) (7,247)
Change in short-term debt (147,576) (52,819)
Dividends on stock - Common (44,893) (44,893)
Preferred (301) (301)
-------- --------
Cash Used in Financing Activities (200,318) (75,816)
-------- --------
Change in Cash and Cash Equivalents (42,993) (7,359)
Cash and Cash Equivalents at Beginning of Period 49,852 14,183
-------- --------
Cash and Cash Equivalents at End of Period $6,859 $6,824
======== ========
Supplemental Information -
Cash Paid (Received) For
Interest (net of amount capitalized) $25,412 $26,069
Income taxes (26,013) 11,334
<FN>
The accompanying notes, as they relate to Wisconsin Electric Power Company, are an
integral part of these financial statements.
</FN>
WISCONSIN ENERGY CORPORATION
WISCONSIN ELECTRIC POWER COMPANY
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. The accompanying unaudited consolidated financial statements
for Wisconsin Energy Corporation and the unaudited financial
statements for Wisconsin Electric Power Company should be read in
conjunction with the companies' combined 1999 Annual Report on
Form 10-K. In the opinion of management, all adjustments, normal
and recurring in nature, necessary to a fair statement of the
results of operations and financial position of Wisconsin Energy
and Wisconsin Electric, have been included in the accompanying
income statements and balance sheets. The results of operations
for the three months ended March 31, 2000 are not necessarily
indicative, however, of the results which may be expected for the
year 2000 because of seasonal and other factors.
2. Due primarily to acquisitions during 1999 by Wisconsin Energy
that increased the size of Wisconsin Energy's non-utility
operations and assets, Wisconsin Energy and Wisconsin Electric
modified their income statement and balance sheet presentations
effective with the second quarter of 1999. Prior year financial
statements have been reclassified to reflect the new
presentation.
3. On April 26, 2000, Wisconsin Energy acquired WICOR, Inc.
(with its subsidiaries, "WICOR") through the merger of an
acquisition subsidiary of Wisconsin Energy into WICOR in which
each outstanding share of WICOR common stock (except shares of
restricted stock) was converted into the right to receive $31.50
in cash. WICOR is a diversified holding company with two
principal business groups: energy services and pump
manufacturing. The business combination was effected through the
payment of approximately $1.2 billion in cash, including related
fees and expenses. Approximately $300 million of WICOR debt
remained outstanding following the acquisition. In addition,
WICOR's unexercised equity-based compensation awards outstanding
at the effective time of the merger were converted into 57,745
shares of restricted Wisconsin Energy common stock, into options
for up to 4,619,969 shares of Wisconsin Energy common stock with
a weighted average exercise price of $13.691 per share, and into
deferred stock units payable in 105,520 shares of Wisconsin
Energy common stock. The acquisition was funded through the
issuance of commercial paper in the institutional private
placement market and will be accounted for as a purchase.
Accordingly, the purchase price will be allocated to the acquired
assets and assumed liabilities based upon their fair value, and
the estimated total cost in excess of net assets will be
reflected as goodwill and amortized over 40 years. The
consolidated financial statements of the Company will reflect
the business combination and WICOR's financial results from and
after the date of acquisition.
For additional information related to the acquisition of
WICOR, see Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations - "Factors
Affecting Results of Operations" and "Liquidity and Capital
Resources" in Part I of this report.
4. During the first three months of 2000, Wispark Corporation, a
wholly-owned subsidiary of Wisconsin Energy, secured
$15.5 million of bank financing in the form of adjustable rate
mortgage notes due 2000-2003 to finance the construction or
purchase of various facilities.
5. WISCONSIN ENERGY: Wisconsin Energy, a holding company with
subsidiaries in utility and non-utility businesses, has two
reportable operating segments: a utility energy and a non-utility
energy segment.
The reportable utility energy segment includes Wisconsin
Energy's two utility subsidiaries, Wisconsin Electric Power
Company and Edison Sault Electric Company. This segment
derives its revenues from electric, gas and steam operations.
Electric operations engage in the generation, transmission,
distribution and sale of electric energy in southeastern
(including Metropolitan Milwaukee), east central and northern
Wisconsin and in the Upper Peninsula of Michigan. Gas
operations engage in the purchase, distribution and sale of
natural gas to retail customers and the transportation of
customer-owned gas in four service areas in southeastern,
east central, western and northern Wisconsin. Steam
operations engage in the production, distribution and sale of
steam to space heating and processing customers in the
Milwaukee, Wisconsin area.
The reportable non-utility energy segment derives its
revenues primarily from energy activities including
independent power production and energy marketing, services
and trading.
The following table summarizes the reportable operating
segments of Wisconsin Energy for the three month periods
ended March 31.
Energy
---------------------------------------
Wisconsin Energy
Corporation Utility Non-Utility Subtotal Other (a) Total
- ---------------- ----------- ----------- ---------- ----------- ----------
(Thousands of Dollars)
March 31, 2000
--------------
Three Months Ended
Operating Revenues $549,722 $69,073 $618,795 $8,955 $627,750
Pretax Operating
Income (Loss) (b) 91,400 (1,898) 89,502 (903) 88,599
March 31, 1999
--------------
Three Months Ended
Operating Revenues $536,720 $14,039 $550,759 $5,958 $556,717
Pretax Operating
Income (Loss) (b) 104,316 (3,981) 100,335 (19) 100,316
<FN>
(a) Other includes non-utility real estate investment and development and non-utility
investments in recycling technology.
(b) Interest income and interest expense are not included in segment pretax operating
income.
</FN>
WISCONSIN ELECTRIC: Wisconsin Electric, Wisconsin Energy's
principal subsidiary, has organized its operating segments
according to how it is currently regulated. Wisconsin
Electric's reportable operating segments include electric,
gas and steam utility segments. The following table
summarizes the reportable operating segments of Wisconsin
Electric for the three month periods ended March 31.
Wisconsin Electric
Power Company Electric Gas Steam Total
- ------------------ --------- --------- --------- ---------
(Thousands of Dollars)
March 31, 2000
--------------
Three Months Ended
Operating Revenues (a) $414,890 $118,457 $7,431 $540,778
Pretax Operating
Income (b) 65,766 21,826 2,201 89,793
March 31, 1999
--------------
Three Months Ended
Operating Revenues (a) $397,674 $121,983 $8,182 $527,839
Pretax Operating
Income (b) 72,520 27,270 2,668 102,458
<FN>
(a) Wisconsin Electric accounts for intersegment revenues at tariff rates
established by the Public Service Commission of Wisconsin. Intersegment
revenues are not material.
(b) Interest income and interest expense are not included in segment pretax
operating income.
</FN>
6. In July 1999, a jury decided against Wisconsin Electric and
awarded the plaintiffs $4.5 million as actual damages and
$100 million in punitive damages in a lawsuit alleging that
Wisconsin Electric had placed contaminated wastes at two sites in
the City of West Allis, Wisconsin. Wisconsin Electric is
preparing to file an appeal of the case. In December 1999, in
order to stop the post-judgment accrual of interest at 12% per
annum during the pendency of the appeal, Wisconsin Electric
tendered a contested liability payment of $110 million, which is
part of "Deferred Charges and Other Assets - Other" on the
condensed balance sheets, to the Clerk of Circuit Court for
Milwaukee County representing the amount of the verdict and
accrued interest. Under Wisconsin law, the plaintiffs are liable
to Wisconsin Electric upon reversal or reduction of the judgment
for the applicable amount of the funds tendered with interest.
In further post-trial proceedings, the plaintiffs filed with
the Milwaukee County Circuit Court a motion for sanctions
based upon representations made by Wisconsin Electric during
trial that Wisconsin Electric had no insurance coverage for
the punitive damage award. On April 27, 2000, the Circuit
Court Judge issued a ruling on the matter, imposing the
following sanctions against Wisconsin Electric: (i) "judgment
in the alternative" as a sanction, thereby finding an
alternative basis upon which to sustain the $104.5 million
verdict returned by the jury; (ii) a bar against Wisconsin
Electric pursuing insurance coverage for the punitive damage
portion of the verdict; and (iii) a requirement that
Wisconsin Electric pay the plaintiffs' costs relating to the
sanctions matter. In addition to its appeal of the judgment
entered on the jury's verdict, Wisconsin Electric will also
appeal the Judge's ruling on the sanctions matter.
In the opinion of management, based in part on the advice of
legal counsel, the jury verdict was not supported by the
evidence or the law and the unprecedented award of punitive
damages of this magnitude was unwarranted and should
therefore be reversed or substantially reduced on appeal.
Management also believes that the sanctions imposed by the
Judge were not supported by the evidence or the law. As
such, Wisconsin Electric has not established a reserve for
potential damages from this suit. For further information,
see Item 1. Legal Proceedings - "Environmental Matters" in
Part II of this report.
ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Wisconsin Energy Corporation is a holding company whose principal
subsidiary as of March 31, 2000 is Wisconsin Electric Power
Company, an electric, gas and steam utility. Unless qualified by
their context when used in this document, the terms "Wisconsin
Energy" or the "Company" refer to the holding company and all of
its subsidiaries. During the first three months of 2000,
approximately 86% of Wisconsin Energy's consolidated operating
revenues and 101% of Wisconsin Energy's consolidated pretax
operating income were attributable to Wisconsin Electric. As of
March 31, 2000, approximately 80% of Wisconsin Energy's
consolidated total assets were attributable to Wisconsin
Electric. The following discussion and analysis of financial
condition and results of operations includes both Wisconsin
Energy and Wisconsin Electric unless otherwise stated.
See Note 2 above in Item 1. Financial Statements - "Notes to
Financial Statements" for information concerning the
reclassification of certain prior year amounts in the condensed
financial statements. See Note 3 above in Item 1. Financial
Statements - "Notes to Financial Statements" and "Factors
Affecting Results of Operations" below for information concerning
Wisconsin Energy's April 26, 2000 acquisition of WICOR, Inc.
Because this business combination will be accounted for as a
purchase and, therefore, reflected prospectively in Wisconsin
Energy's consolidated financial statements from and after the
date of the acquisition, the analysis of "Results of Operations"
below does not consider the historical operations of WICOR.
CAUTIONARY FACTORS: A number of forward-looking statements are
included in this document. When used, the terms "anticipate,"
"believe," "estimate," "expect," "objective," "plan," "possible,"
"potential," "project" and similar expressions are intended to
identify forward-looking statements. Forward-looking statements
are subject to certain risks, uncertainties and assumptions which
could cause actual results to differ materially from those that
are described, including the factors that are noted in "Factors
Affecting Results of Operations" and "Cautionary Factors" below.
RESULTS OF OPERATIONS - 2000 FIRST QUARTER
EARNINGS
During the first quarter of 2000, Wisconsin Energy's consolidated
net income and earnings per share of common stock decreased to
$50.6 million and $0.42 per share, respectively, compared with
$53.5 million and $0.46 per share, respectively, during the first
quarter of 1999. For the same periods, Wisconsin Electric's
earnings increased to $58.5 million during 2000 compared with
$55.7 million during 1999.
Between the comparative periods, a modest increase in earnings
from Wisconsin Energy's utility operations, including Wisconsin
Electric, was insufficient to offset higher net losses by
Wisconsin Energy's non-utility operations, resulting in the
decline in Wisconsin Energy's consolidated earnings. A decrease
in gas utility gross margin due to unusually warm winter weather
during the first quarter of 2000 limited the growth in earnings
from utility operations. Scheduled outages at two fossil-fueled
non-utility power plants in the state of Connecticut limited
their contribution to non-utility earnings during the first
quarter of 2000. As a result, net losses from non-utility
operations increased during the first quarter of 2000 due to
higher costs associated with financing acquisition of these two
non-utility power plants in mid-April 1999 and, to a lesser
extent, associated with the financing of other non-utility
acquisitions made within the past year.
The following table summarizes contributions to Wisconsin
Energy's consolidated earnings per share (basic and diluted) by
business segment during the comparative periods.
Three Months Ended March 31
---------------------------------------
Earnings Per Share (basic & diluted)-
Wisconsin Energy 2000 1999 % Change
- ------------------------------------- -------- -------- --------
Utility Operations $0.50 $0.49 2.0%
Non-Utility Operations
Energy (0.04) (0.03) (33.3%)
Other (0.04) 0.00 -
----- -----
Total $0.42 $0.46 (8.7%)
===== =====
An analysis of the Company's utility and non-utility pretax
operating income as well as an analysis of other income and
expense items follows.
UTILITY PRETAX OPERATING INCOME
During the first quarter of 2000, Wisconsin Energy's utility
pretax operating income decreased by $12.9 million or 12.4% and
Wisconsin Electric's pretax operating income decreased by
$12.7 million or 12.4% when compared to the first quarter of
1999. For both Wisconsin Energy and Wisconsin Electric, the
positive effects of higher electric utility gross margins due to
increased electric energy sales and of lower other operation and
maintenance expenses during the first quarter of 2000 were more
than offset by the effects of a weather-related decrease in gas
utility gross margin and significantly higher depreciation and
amortization expenses.
The increase in depreciation and amortization expenses during the
first quarter of 2000 was primarily due to higher nuclear
decommissioning expenses at Wisconsin Electric. Nuclear
decommissioning expenses consist of payments to and earnings of
the nuclear decommissioning trust fund. While payments to the
nuclear decommissioning trust fund were unchanged between the
comparative periods, earnings from nuclear decommissioning trust
fund investments, consisting of interest and dividends from as
well as gains on the investments, increased by $27.9 million.
Because earnings from nuclear trust fund investments are also
recognized in "Other Income and Deductions" on the condensed
income statements, they are earnings neutral to Wisconsin
Electric and to Wisconsin Energy. Excluding the effect of
Wisconsin Electric's nuclear decommissioning trust fund earnings
on depreciation and amortization expenses, Wisconsin Energy's
utility pretax operating income grew by $15.0 million and
Wisconsin Electric's pretax operating income grew by
$15.2 million between the comparative periods.
Electric Utility Revenues, Gross Margins and Sales
WISCONSIN ENERGY: Primarily due to higher total electric
utility energy sales during the first quarter of 2000, Wisconsin
Energy's total electric operating revenues increased by
$17.3 million or 4.3% compared to the first quarter of 1999 and
gross margin on electric operating revenues (electric operating
revenues less fuel and purchased power expenses) increased by
$13.3 million or 4.4%.
Three Months Ended March 31
Electric Utility Operations - ---------------------------------------
Wisconsin Energy 2000 1999 % Change
- ------------------------------ --------- -------- --------
Electric Gross Margin ($000)
Electric Operating Revenues $423,834 $406,555 4.3%
Fuel & Purchased Power 109,687 105,720 3.8%
-------- --------
Gross Margin $314,147 $300,835 4.4%
======== ========
Total Electric Sales
(Megawatt-hours) 7,789,891 7,393,205 5.4%
Further detail about Wisconsin Electric's contributions to
Wisconsin Energy's electric utility revenues, gross margins and
energy sales follows.
WISCONSIN ELECTRIC: During the first quarter of 2000, Wisconsin
Electric's total electric operating revenues increased by
$17.2 million or 4.3% compared to the first quarter of 1999 and
gross margin on electric operating revenues increased by
$13.6 million or 4.6%. Wisconsin Electric attributes this growth
in large part to higher total electric energy sales during 2000.
Gross margin on electric operating revenues also increased due to
a lower cost mix of fuel and purchased power used to meet
electric demand during the first quarter of 2000.
Three Months Ended March 31
Electric Utility Operations - ---------------------------------------
Wisconsin Electric 2000 1999 % Change
- ------------------------------ -------- -------- --------
Electric Gross Margin ($000)
Electric Operating Revenues $414,890 $397,674 4.3%
Fuel & Purchased Power 105,377 101,788 3.5%
-------- --------
Gross Margin $309,513 $295,886 4.6%
======== ========
As a result of the higher total electric energy sales during the
first quarter of 2000 noted above, Wisconsin Electric's total
fuel and purchased power expenses increased by $3.6 million or
3.5% between the comparative periods. However, due to higher
availability of low cost generation from Point Beach Nuclear
Plant during the first quarter of 2000, the rate of increase in
total fuel and purchased power expenses was less than the rate of
increase in total electric energy sales as well as in total
electric operating revenues, contributing to the growth in gross
margin on electric operating revenues. During the first quarter
of 2000, Wisconsin Electric obtained 25% of its electric energy
supply from nuclear generation compared to 17% during the first
quarter of 1999.
Wisconsin Electric's total electric energy sales grew by 5.5%
between the comparative periods.
Three Months Ended March 31
Electric Utility Operations - ---------------------------------------
Wisconsin Electric 2000 1999 % Change
- ------------------------------ --------- --------- --------
Electric Sales (Megawatt-hours)
Residential 1,850,412 1,792,252 3.2%
Small Commercial/Industrial 1,986,716 1,948,435 2.0%
Large Commercial/Industrial 2,813,349 2,760,640 1.9%
Other-Retail/Municipal 363,924 309,240 17.7%
Resale-Utilities 606,810 415,499 46.0%
--------- ---------
Total Electric Sales 7,621,211 7,226,066 5.5%
========= =========
Compared to the first quarter of 1999, electric energy sales at
Wisconsin Electric increased during the first quarter of 2000
primarily due to higher use per customer unrelated to weather.
Growth in the average number of customers between the comparative
periods in the residential, small commercial/industrial and other
retail/municipal customer classes also contributed to the
increase in electric energy sales. Sales to the Empire and
Tilden iron ore mines, Wisconsin Electric's two largest electric
retail customers, decreased 2.5% during the first quarter of
2000. Excluding the Empire and Tilden iron ore mines, total
electric energy sales between the comparative periods grew by
6.2% and sales to the remaining large commercial/industrial
customers grew by 3.2%. Sales for resale to other utilities
increased by 46.0% primarily due to higher opportunity sales
during the first quarter of 2000.
Gas Utility Revenues, Gross Margins and Therm Deliveries
Primarily due to a weather-related decrease in higher margin
residential and commercial/industrial retail gas sales during the
first quarter of 2000, Wisconsin Electric's gross margin on gas
operating revenues (gas operating revenues less cost of gas sold)
declined by $4.0 million or 7.5% compared to the first quarter of
1999.
Three Months Ended March 31
Gas Utility Operations - ---------------------------------------
Wisconsin Electric 2000 1999 % Change
- ------------------------- -------- -------- --------
Gas Gross Margin ($000)
Gas Operating Revenues $118,457 $121,983 (2.9%)
Cost of Gas Sold 69,292 68,860 0.6%
-------- --------
Gross Margin $49,165 $53,123 (7.5%)
======== ========
Between the comparative periods, Wisconsin Electric's total
natural gas therm deliveries fell by 5.1% and total retail gas
sales fell by 9.2% due in large part to an 8.0% decrease in
retail gas sales to residential customers and a 9.3% decrease in
retail gas sales to commercial/industrial customers. Weather
sensitive residential and commercial/industrial retail sales
declined due to significantly warmer weather during the first
three months of 2000. As measured by heating degree days, the
first quarter of 2000 was 9.4% warmer than the first quarter of
1999 and 13.1% warmer than normal.
Three Months Ended March 31
Gas Utility Operations - ---------------------------------------
Wisconsin Electric 2000 1999 % Change
- ------------------------- -------- -------- --------
Gas Deliveries (000's of Therms)
Residential 139,558 151,734 (8.0%)
Commercial/Industrial 85,437 94,233 (9.3%)
Interruptible 4,187 6,613 (36.7%)
Interdepartmental 246 192 28.1%
------- -------
Total Retail Gas Sales 229,428 252,772 (9.2%)
Transported Customer - Owned Gas 109,136 108,200 0.9%
Transported - Interdepartmental 8,090 4,294 88.4%
------- -------
Total Gas Deliveries 346,654 365,266 (5.1%)
======= =======
Utility Operating Expenses
OTHER OPERATION AND MAINTENANCE: Compared to the first quarter
of 1999, other operation and maintenance expenses in Wisconsin
Energy's utility business segment decreased by $12.8 million or
7.2% during the first quarter of 2000, with most of the decrease
attributable to Wisconsin Electric.
At Wisconsin Electric, the most significant changes in other
operation and maintenance expenses between the comparative
periods include a $12.0 million decline in nuclear non-fuel
expenses, a $4.0 million decline in customer account expenses and
a $3.8 million decline in customer service expenses, offset in
part by a $2.5 million increase in steam power generation
expenses, a $2.5 million increase in administrative and general
expenses and a $1.3 million increase in electric transmission
expenses.
Nuclear non-fuel expenses declined during 2000 as a result of
continued progress on various performance improvement
initiatives. During the same period, customer account expenses
declined primarily due to lower bad debt expenses and customer
service expenses declined primarily due to a change in the period
over which conservation investments are being amortized.
Between the comparative periods, steam power generation expenses
increased primarily due to a scheduled four week outage at
Wisconsin Electric's Pleasant Prairie Power Plant during the
first quarter of 2000. During the same periods, administrative
and general expenses grew in large part due to higher salary and
benefit costs incurred, and electric transmission expenses grew
primarily due to higher transmission line and transmission right
of way maintenance activities during the first quarter of 2000.
DEPRECIATION AND AMORTIZATION: During the first quarter of
2000, Wisconsin Energy's total utility depreciation and
amortization expense increased by $33.7 million compared to the
first quarter of 1999, while Wisconsin Electric's total
depreciation and amortization expense increased by $33.6 million.
Between the comparative periods, total utility depreciation and
amortization grew at both companies primarily due to the higher
nuclear decommissioning expenses at Wisconsin Electric noted
above. Also contributing to the growth in total depreciation and
amortization expenses, at the end of 1999 Wisconsin Electric
completed amortizing a credit to depreciation for pre-1991
contributions in aid of construction. During the first quarter
of 1999, depreciation expense was reduced by $5.7 million as a
result of this credit.
NON-UTILITY PRETAX OPERATING INCOME
Due to operation of the Bridgeport Harbor Station ("Bridgeport")
and the New Haven Harbor Station ("New Haven") during the first
quarter of 2000, which were acquired by Wisvest-Connecticut, LLC
in mid-April 1999, Wisconsin Energy's non-utility pretax
operating loss decreased by $1.2 million or 30.0% during the
first quarter of 2000 compared to the first quarter of 1999. In
anticipation of the 2000 summer cooling season, however, the
Bridgeport and New Haven power plants, located in the State of
Connecticut, underwent scheduled outages during the first quarter
of 2000, limiting their contribution to pretax operating income.
Bridgeport has returned to service, but the outage for New Haven
is not expected to be completed until mid-May 2000, which will
also limit its contribution to pretax operating income during the
second quarter of 2000. Wisvest-Connecticut, LLC is a wholly-
owned non-utility energy subsidiary of Wisvest Corporation, which
is in turn a wholly-owned subsidiary of Wisconsin Energy.
The following table includes a summary of Wisconsin Energy's non-
utility pretax operating losses during the comparative periods.
Three Months Ended March 31
---------------------------------------
Non-Utility Operations ($000) 2000 1999 % Change
- ----------------------------- -------- -------- --------
Operating Revenues
Independent Power Production $31,784 $ - -
Energy Marketing, Trading
& Services 31,408 14,005 124.3%
Other 14,836 5,992 147.6%
------- -------
Total Operating Revenues 78,028 19,997 290.2%
Operating Expenses
Fuel and Purchased Power 50,645 14,675 245.1%
Other 30,184 9,322 223.8%
------- -------
Total Operating Expenses 80,829 23,997 236.8%
------- -------
Pretax Operating Loss ($2,801) ($4,000) 30.0%
======= =======
NON-UTILITY OPERATING REVENUES: As a result of the power plant
acquisitions noted above, non-utility energy operations realized
$31.8 million of operating revenues during the first quarter of
2000 through the sale of 838,870 megawatt-hours of electric
energy by Wisvest-Connecticut, LLC. In addition, non-utility
energy operations increased its operating revenues by
$17.4 million or 124.3% between the first quarter of 2000 and the
first quarter of 1999 as a result of a growth in energy
marketing, trading and services activities. Between the
comparative periods, other non-utility operating revenues
increased by $8.8 million or 147.6%, including $5.8 million of
additional ancillary revenues from energy activities,
$1.9 million of additional rental income from real estate
activities and $1.1 million of additional operating revenues from
recycling activities.
NON-UTILITY OPERATING EXPENSES: During the first quarter of
2000, non-utility fuel and purchased power expenses increased by
$36.0 million or 245.1% when compared to the first quarter of
1999 due to independent power production activities that began in
mid-April 1999 by Wisvest-Connecticut, LLC and to a growth in
energy marketing, trading and services activities. Other
operating expenses grew by $20.9 million or 223.8% between the
comparative periods primarily due to operation of the Bridgeport
and New Haven Harbor Stations since mid-April 1999, and, to a
lesser extent, due to additional recycling activities.
OTHER ITEMS
OTHER INCOME AND DEDUCTIONS: Compared to the three months ended
March 31, 1999, Other Income and Deductions - Other increased by
$25.3 million at Wisconsin Energy and by $25.7 million at
Wisconsin Electric primarily due to higher gains on nuclear
decommissioning trust fund investments during the three months
ended March 31, 2000. As noted above, however, gains on nuclear
decommissioning trust fund investments are also recognized as a
corresponding charge to depreciation expense on the condensed
income statements and are earnings neutral.
INTEREST CHARGES AND OTHER: Wisconsin Energy's total interest
expense grew by $9.0 million between the comparative periods of
which $8.2 million was attributable to non-utility operations.
Non-utility distributions on trust preferred securities also
increased by $3.2 million during the first quarter of 2000.
These higher costs are associated primarily with financing
Wisvest-Connecticut, LLC's acquisition of the Bridgeport Harbor
Station and the New Haven Harbor Station in mid-April 1999 and,
to a lesser extent, with additional outside financing required
for increased non-utility real estate activities during the past
year.
INCOME TAXES: Compared to the first quarter of 1999, Wisconsin
Energy's income taxes increased by approximately $3.8 million and
Wisconsin Electric's income taxes increased by $6.5 million due
to increased taxable income at Wisconsin Electric during the
first quarter of 2000.
FACTORS AFFECTING RESULTS OF OPERATIONS
ACQUISITION OF WICOR, INC.
On April 26, 2000, Wisconsin Energy acquired WICOR, Inc. through
a subsidiary merger involving the payment of approximately
$1.2 billion in cash, including related fees and expenses, for
all outstanding shares of WICOR common stock (except for shares
of restricted stock). Approximately $300 million of WICOR debt
remained outstanding following the acquisition. The business
combination, which was funded through the issuance of commercial
paper, will be accounted for as a purchase prospectively from the
date of acquisition. As a result, Wisconsin Energy anticipates
that it will incur significant increases in interest expense and
goodwill amortization expense in its results of operations during
the remainder of 2000.
WICOR is a diversified holding company with two principal
business groups: energy services and pump manufacturing.
Wisconsin Energy is undertaking a thorough review of WICOR's
operations and studying the manner in which the operations of the
two companies can best be optimized and intends to take such
actions as a result of this review as may be deemed appropriate
under the circumstances. Wisconsin Energy currently intends to
continue the primary business operations of WICOR and to continue
to use the physical assets of such primary business operations
for that purpose, while integrating such operations with its own.
As provided by the merger agreement, effective with the merger,
George E. Wardeberg, the Chairman and Chief Executive Officer of
WICOR, was elected as a director and appointed as Vice Chairman
of the Board of Directors of Wisconsin Energy. Willie D. Davis,
an outside director of WICOR, was also elected to the Wisconsin
Energy Board of Directors.
For additional information related to the acquisition of WICOR,
see "Liquidity and Capital Resources" below as well as Item 1.
Financial Statements - "Notes to Financial Statements" in Part I
of this report.
NUCLEAR MATTERS
SPENT FUEL STORAGE AND DISPOSAL: As a result of implementation
of extended fuel cycles, three remaining casks originally
authorized for temporary dry storage of spent fuel by the Public
Service Commission of Wisconsin and remaining space in the spent
fuel pool, Wisconsin Electric currently estimates that it has
sufficient temporary spent fuel storage capacity to continue
operating Point Beach Nuclear Plant until the spring of 2005. On
May 2, 2000, Wisconsin Electric applied to the Public Service
Commission of Wisconsin for authority to obtain and load enough
additional casks to hold all spent fuel from Point Beach during
the remainder of the plant's current licensed life. The current
United States Nuclear Regulatory Commission operating licenses
for Point Beach expire in October 2010 for Unit 1 and in March
2013 for Unit 2.
LEGAL MATTERS
GIDDINGS & LEWIS INC. / CITY OF WEST ALLIS LAWSUIT: See Item 1.
Legal Proceedings - "Environmental Matters" in Part II of this
report for information concerning a July 1999 jury verdict
against Wisconsin Electric awarding the plaintiffs $4.5 million
of actual damages and $100 million in punitive damages in a
lawsuit alleging that Wisconsin Electric had placed contaminated
wastes at two sites in the City of West Allis, Wisconsin.
ELECTRIC SYSTEM RELIABILITY MATTERS
300-MEGAWATT CONTRACT WITH SOUTHERN ENERGY: As previously
reported, Wisconsin Electric signed an eight year agreement in
August 1998 with Atlanta-based Southern Energy, Inc. to purchase
all of the electric output from Southern Energy's 300-megawatt
natural gas-fired peaking power plant in Neenah, Wisconsin. This
new facility began commercial operations on May 8, 2000.
INDUSTRY RESTRUCTURING AND COMPETITION
ELECTRIC UTILITY INDUSTRY RESTRUCTURING IN MICHIGAN: As
previously reported, the Michigan Legislature continues to
consider bills addressing retail access for customers of electric
service providers, and mitigation of market power, among other
subjects. To date, no bill has been passed by either legislative
chamber, and the prospects for passage of any bill during the
remainder of 2000 are uncertain.
RATES AND REGULATORY MATTERS
2000/2001 TEST YEARS: See Item 1. Legal Proceedings - "Rates
and Regulatory Matters" in Part II of this report for information
concerning an application that Wisconsin Electric filed with the
Public Service Commission of Wisconsin in September 1999
requesting incremental price relief for specific capital
investments and for a one-time accounting adjustment as well as a
related interim order received from the Public Service Commission
of Wisconsin in April 2000.
ENVIRONMENTAL MATTERS
NON-UTILITY AIR QUALITY MATTERS: As previously reported, the
Connecticut legislature was considering legislation that would
have imposed air quality restrictions on Wisvest-Connecticut,
LLC's Bridgeport Harbor Station and New Haven Harbor Station in
addition to those air quality restrictions required by current
federal and state law. On May 3, 2000, the Connecticut
legislature adjourned without enacting any legislation on this
subject, and is not expected to reconvene until 2001.
2000 OUTLOOK
EARNINGS: Wisconsin Energy currently projects that its 2000
earnings will be in the range of $1.65 to $1.85 per share. This
earnings projection includes or assumes, among other factors, the
effects of: unusually warm weather during the first quarter of
2000; goodwill amortization and interest charges associated with
the WICOR acquisition; modest synergy savings as a result of the
WICOR merger; the absence of WICOR's results from January through
April 26, 2000; and normal weather and operations of Wisconsin
Energy and all of its subsidiaries, including WICOR and its
subsidiaries, during the remainder of 2000. Subject to the many
variables which can affect such a projection, earnings in 2001
are expected to increase from these levels reflecting a full year
of earnings contributions from WICOR and attainment of a higher
level of merger-related savings.
These earnings projections are forward-looking statements subject
to certain risks, uncertainties and assumptions. Actual results
may vary materially. Factors that could cause actual results to
differ materially include, but are not limited to: general
economic conditions; business and competitive conditions in the
deregulating and consolidating energy industry, in general, and
in the Company's utility service territories; availability of the
Company's generating facilities; changes in purchased power costs
and supply availability; changes in natural gas prices and supply
availability; unusual weather; risks associated with non-utility
diversification; timely realization of anticipated net cost
savings from the WICOR merger; regulatory decisions; disposition
of legal proceedings; and foreign governmental, economic,
political and currency risk. See "Cautionary Factors" below.
LIQUIDITY AND CAPITAL RESOURCES
OPERATING ACTIVITIES: Cash provided by operating activities
totaled $293.0 million at Wisconsin Energy and $295.0 million at
Wisconsin Electric during the first three months of 2000. This
compares to $152.7 million at Wisconsin Energy and $169.1 million
at Wisconsin Electric during the same period in 1999.
INVESTING ACTIVITIES: Net cash used in investing activities
totaled $181.1 million at Wisconsin Energy and $137.7 million at
Wisconsin Electric during the first three months of 2000 compared
to $123.7 million at Wisconsin Energy and $100.7 million at
Wisconsin Electric during the same period in 1999.
Wisconsin Energy's consolidated investing activities during the
first three months of 2000 included $135.0 million for the
acquisition or construction of new or improved facilities of
which $87.0 million was for a number of projects related to
utility plant at Wisconsin Electric, $26.3 million was for non-
utility real estate development activities by Wispark Corporation
and $17.7 million was for non-utility energy projects at Wisvest
Corporation. During 2000, Wisconsin Electric recorded
$36.0 million of payments to and earnings of the Nuclear
Decommissioning Trust Fund for the eventual decommissioning of
Point Beach Nuclear Plant and $10.6 million for the acquisition
of nuclear fuel.
FINANCING ACTIVITIES: During the first three months of 2000,
Wisconsin Energy used $160.6 million of net cash for financing
activities compared to receiving a net of $73.3 million during
the first three months of 1999. Wisconsin Electric used a net of
$200.3 million for financing activities during the first quarter
of 2000 compared to using a net of $75.8 million during the same
period in 1999.
During the first quarter of 2000, Wisconsin Energy issued
1,252,854 new shares of common stock which were purchased by
participants in the Company's stock plans with cash investments
and reinvested dividends aggregating approximately $23.1 million.
Also during the three months ended March 31, 2000, Wispark
Corporation secured $15.5 million of bank financing in the form
of adjustable rate mortgage notes due 2000-2003 to finance the
construction or purchase of various facilities. During the three
months ended March 31, 2000, Wisconsin Energy decreased its short-
term debt in the form of commercial paper by $137.2 million, the
net of a $10.4 million increase by Wisconsin Energy's non-utility
operations and a $147.6 million decrease attributable to
Wisconsin Electric. Also during the first quarter of 2000,
Wisconsin Energy paid $46.5 million of dividends on its common
stock compared to $44.9 million paid by Wisconsin Electric.
CAPITAL REQUIREMENTS AND RESOURCES: Excluding the cash paid for
the WICOR acquisition, capital requirements during the remainder
of 2000 are expected to be principally for construction
expenditures and for other investments, for long-term debt
maturity and sinking fund requirements, and for payments to the
Nuclear Decommissioning Trust Fund for the eventual
decommissioning of Point Beach Nuclear Plant. Including WICOR
and its subsidiaries, Wisconsin Energy's total consolidated
construction and other investment budget for the remainder of
2000 is approximately $580 million, including $325 million at
Wisconsin Electric. These cash requirements are expected to be
met through a combination of the following possible resources:
internal sources of funds from operations, short-term borrowings,
the issuance of intermediate or long-term debt, the issuance of
additional trust preferred securities, and proceeds from the sale
of new-issue common stock under Wisconsin Energy's stock plans.
The amount and timing of any capital market financing has not
been determined and will depend on market conditions and other
factors.
Wisconsin Energy funded the April 26, 2000 acquisition of WICOR,
Inc. through issuance in the institutional private placement
market of $1.2 billion of commercial paper with a weighted
average effective interest rate of 6.09%. Wisconsin Energy has
arranged for two new bank back-up credit facilities to provide
credit support for the issuance of Wisconsin Energy's commercial
paper: a $1.0 billion 364-day bank back-up credit facility and a
$500 million three-year bank back-up credit facility. In
addition, approximately $300 million of WICOR debt remains
outstanding. The following table shows Wisconsin Energy's
consolidated capitalization structure at March 31, 2000, as
reported, and pro formed to give effect to the acquisition of
WICOR as if the merger had occurred as of that date.
March 31, 2000
Capitalization Structure - ------------------------------------------------------
Wisconsin Energy As Reported As Adjusted
- -------------------------- ------------------------- --------------------------
(Thousands of Dollars)
Common Equity $2,034,985 42.0% $2,062,182 32.5%
Preferred Stock 30,450 0.6% 30,450 0.5%
Trust Preferred Securities 200,000 4.1% 200,000 3.1%
Long-Term Debt (Including
current maturities 2,204,844 45.6% 2,426,544 38.2%
Short-Term Debt 370,285 7.7% 1,635,137 25.7%
---------- ------ ---------- ------
$4,840,564 100.0% $6,354,313 100.0%
========== ====== ========== ======
For additional information related to the acquisition of WICOR,
see "Factors Affecting Results of Operations" above as well as
Item 1. Financial Statements - "Notes to Financial Statements" in
Part I of this report.
Currently, Wisconsin Energy is conducting a strategic assessment
of its portfolio of non-utility assets. The Company may make
further investments and/or acquisitions from time to time in
projects or entities that are expected to provide a satisfactory
return on the investment. Wisconsin Energy may sell all or a
portion of Witech Corporation and a portion of its ownership
interest in certain Wisvest Corporation investments. As a
result, the Company expects that its future long-term capital
requirements as well as its capital resources may continue to
vary from historical levels.
On May 11, 2000, Wisconsin Energy announced that certain assets
of its non-utility real estate development company, Wispark
Corporation, would be sold over the next 12 to 18 months.
Wispark Corporation's assets are currently valued at
approximately $300 million, and Wisconsin Energy expects to sell
approximately 80% of these assets. Proceeds from the sale will
be used to pay down the Company's corporate debt.
In April 2000, in conjunction with consummation of Wisconsin
Energy's acquisition of WICOR, Moody's Investors Service
("Moody's") assigned a general corporate rating of A1 to
Wisconsin Energy and maintained its ratings of the debt
securities of Wisconsin Energy and Wisconsin Electric. Duff &
Phelps Inc. ("D&P") reaffirmed its long-term credit ratings of
Wisconsin Energy and Wisconsin Energy Capital Corporation as well
as its short-term rating of Wisconsin Electric, but downgraded
its long-term credit ratings of Wisconsin Electric. Fitch
Investors Service ("Fitch") assigned initial credit ratings for
Wisconsin Energy, Wisconsin Energy Capital Corporation, WEC
Capital Trust I trust preferred securities and Wisconsin Electric
commercial paper and reaffirmed its long-term ratings of
Wisconsin Electric. Also in April 2000, Standard & Poors
Corporation ("S&P") lowered its ratings on Wisconsin Energy and
Wisconsin Energy's subsidiaries except for the short-term ratings
of Wisconsin Electric, which were reaffirmed. In conjunction
with its debt rating adjustments at the end of April 2000, S&P
removed all long-term ratings on Wisconsin Energy and its
subsidiaries from credit watch with negative implications,
assigning a negative outlook.
In June 1999, S&P and Moody's confirmed the ratings of securities
of Wisconsin Gas Company, WICOR's natural gas distribution
utility subsidiary ("Wisconsin Gas"). These rating actions
followed the June 28, 1999 announcement that Wisconsin Energy
would acquire WICOR. In April 2000, S&P revised the outlook on
Wisconsin Gas from stable to negative and Fitch assigned initial
credit ratings for Wisconsin Gas.
The following table summarizes various current ratings of
Wisconsin Energy's and Wisconsin Electric's securities by S&P,
Moody's, D&P and Fitch as well as securities of Wisconsin Gas by
S&P and Moody's. WICOR's holding company has no debt outstanding
and the commercial paper of WICOR Industries, Inc., a wholly-
owned subsidiary of WICOR, is unrated.
S & P Moody's D & P Fitch
--------- --------- --------- ---------
Wisconsin Energy Corporation
Commercial Paper A-1 P-1 D-1 F1
Wisconsin Electric Power Company
Commercial Paper A-1+ P-1 D-1+ F1+
Senior Secured Debt AA- Aa2 AA AA
Unsecured Debt A+ Aa3 AA- AA-
Preferred Stock A aa3 AA- AA-
Wisconsin Gas Company
Commercial Paper A-1+ P-1 - F1+
Senior Unsecured Debt AA- Aa2 - AA-
Wisconsin Energy Capital Corporation
Unsecured Debt A+ A1 A+ A+
WEC Capital Trust I
Trust Preferred Securities A- a1 A A
At March 31, 2000, Wisconsin Energy had $398 million of unused
lines of bank credit on a consolidated basis of which
$128 million was attributable to Wisconsin Electric. As noted
above, Wisconsin Energy obtained an additional $1.5 billion of
bank lines in April 2000 in conjunction with its acquisition of
WICOR. At March 31, 2000, WICOR had approximately $130 million
of unused bank lines on a consolidated basis of which $77 million
was attributable to Wisconsin Gas.
*****
For certain other information which may impact Wisconsin Energy's
and Wisconsin Electric's future financial condition or results of
operations, see Item 1. Financial Statements - "Notes to
Financial Statements" in Part I of this report as well as Item 1.
Legal Proceedings in Part II of this report.
CAUTIONARY FACTORS
This report and other documents or oral presentations contain or
may contain forward-looking statements made by or on behalf of
Wisconsin Energy, Wisconsin Electric or Wisconsin Gas. Such
statements are based upon management's current expectations and
are subject to risks and uncertainties that could cause Wisconsin
Energy's, Wisconsin Electric's or Wisconsin Gas' actual results
to differ materially from those contemplated in the statements.
Readers are cautioned not to place undue reliance on the forward-
looking statements. When used in written documents or oral
presentations, the terms "anticipate," "believe," "estimate,"
"expect," "objective," "plan," "possible," "potential," "project"
and similar expressions are intended to identify forward-looking
statements. In addition to the assumptions and other factors
referred to specifically in connection with such statements,
factors that could cause Wisconsin Energy's, Wisconsin Electric's
or Wisconsin Gas' actual results to differ materially from those
contemplated in any forward-looking statements include, among
others, the following.
OPERATING, FINANCIAL AND INDUSTRY FACTORS
* Factors affecting utility operations such as unusual weather
conditions; catastrophic weather-related damage; availability of
Wisconsin Electric's, Edison Sault Electric Company's or Wisvest
Corporation's generating facilities; unscheduled generation
outages, or unplanned maintenance or repairs; unanticipated
changes in fossil fuel, nuclear fuel, purchased power, gas supply
or water supply costs or availability due to higher demand,
shortages, transportation problems or other developments;
nonperformance by electric energy or natural gas suppliers under
existing power purchase or gas supply contracts; nuclear or
environmental incidents; resolution of spent nuclear fuel storage
and disposal issues; electric transmission or gas pipeline system
constraints; unanticipated organizational structure or key
personnel changes; collective bargaining agreements with union
employees or work stoppages; inflation rates; or demographic and
economic factors affecting utility service territories or
operating environment.
* Regulatory factors such as unanticipated changes in rate-
setting policies or procedures; unanticipated changes in
regulatory accounting policies and practices; industry
restructuring initiatives; transmission system operation and/or
administration initiatives; recovery of costs of previous
investments made under traditional regulation; required approvals
for new construction; changes in the United States Nuclear
Regulatory Commission's regulations related to Point Beach
Nuclear Plant; changes in the United States Environmental
Protection Agency's regulations as well as regulations from the
Wisconsin or Michigan Departments of Natural Resources or the
state of Connecticut related to emissions from fossil fuel power
plants; or the siting approval process for new generation and
transmission facilities.
* The rapidly changing and increasingly competitive electric and
gas utility environment as market-based forces replace strict
industry regulation and other competitors enter the electric and
gas markets resulting in increased wholesale and retail
competition.
* Consolidation of the industry as a result of the combination
and acquisition of utilities in the midwest, nationally and
globally.
* Restrictions imposed by various financing arrangements and
regulatory requirements on the ability of Wisconsin Electric,
Wisconsin Gas or other subsidiaries to transfer funds to
Wisconsin Energy in the form of cash dividends, loans or
advances.
* Changes in social attitudes regarding the utility and power
industries.
* Customer business conditions including demand for their
products or services and supply of labor and material used in
creating their products and services.
* The cost and other effects of legal and administrative
proceedings, settlements, investigations and claims, and changes
in those matters including the final outcome of the Giddings &
Lewis, Inc. / City of West Allis lawsuit against Wisconsin
Electric.
* Factors affecting the availability or cost of capital such as
changes in interest rates; the Company's capitalization
structure; market perceptions of the utility industry, the
Company or any of its subsidiaries; or security ratings.
* Federal, state or local legislative factors such as changes in
tax laws or rates; changes in trade, monetary and fiscal
policies, laws and regulations; electric and gas industry
restructuring initiatives; or changes in environmental laws and
regulations.
* Authoritative generally accepted accounting principle or
policy changes from such standard setting bodies as the Financial
Accounting Standards Board and the Securities and Exchange
Commission.
* Unanticipated technological developments that result in
competitive disadvantages and create the potential for impairment
of existing assets.
* Possible risks associated with non-utility diversification
such as competition; operating risks; dependence upon certain
suppliers and customers; the cyclical nature of property values
that could affect real estate investments; unanticipated changes
in environmental or energy regulations; timely regulatory
approval without onerous conditions of potential acquisitions;
risks associated with minority investments, where there is a
limited ability to control the development, management or
operation of the project; and the risk of higher interest costs
associated with potentially reduced securities ratings by
independent rating agencies as a result of these and other
factors.
* Legislative or regulatory restrictions or caps on non-utility
acquisitions, investments or projects, including the state of
Wisconsin's amended public utility holding company law.
* Factors affecting foreign non-utility operations and
investments including foreign governmental actions; foreign
economic and currency risks; political instability; and
unanticipated changes in foreign environmental or energy
regulations.
* Other business or investment considerations that may be
disclosed from time to time in Wisconsin Energy's, Wisconsin
Electric's or Wisconsin Gas' Securities and Exchange Commission
filings or in other publicly disseminated written documents.
BUSINESS COMBINATION FACTORS
* Consummation of the merger with WICOR, which will have a
significant effect on the future operations and financial
position of Wisconsin Energy. Specific factors include:
* Unanticipated costs or difficulties related to the integration
of the businesses of Wisconsin Energy and WICOR.
* Unanticipated financing or other consequences resulting from
the additional short-term debt issued to fund the acquisition of
WICOR.
* Unexpected difficulties or delays in realizing anticipated net
cost savings or unanticipated effects of the qualified five-year
electric and gas rate freeze ordered by the Public Service
Commission of Wisconsin as a condition of approval of the merger.
Wisconsin Energy, Wisconsin Electric and Wisconsin Gas undertake
no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
For information concerning Wisconsin Energy's and Wisconsin
Electric's market risk exposures, see Item 7. Management's
Discussion and Analysis of Financial Condition and Results of
Operations - "Factors Affecting Results of Operations - Market
Risks" in Part II of Wisconsin Energy's and Wisconsin Electric's
combined Annual Report on Form 10-K for the year ended
December 31, 1999.
PART II - OTHER INFORMATION
---------------------------
ITEM 1. LEGAL PROCEEDINGS
The following should be read in conjunction with Item 3. Legal
Proceedings in Part I of Wisconsin Energy's and Wisconsin
Electric's combined Annual Report on Form 10-K for the year ended
December 31, 1999.
ENVIRONMENTAL MATTERS
GIDDINGS & LEWIS, INC. / CITY OF WEST ALLIS LAWSUIT: In July
1996, Giddings & Lewis, Inc., Kearney & Trecker Corporation, now
a part of Giddings & Lewis, Inc., and the City of West Allis
brought an action in the Milwaukee County Circuit Court alleging
that in 1959 Wisconsin Electric had deposited cyanide
contaminated wood chips at two sites in West Allis, Wisconsin,
owned by the plaintiffs. Environmental remediation at both sites
was completed several years ago, with the current owners paying
for disposal of materials found on their respective portions of
the sites. Internal investigations led Wisconsin Electric to
believe that it was not the source of this waste.
In July 1999, a jury issued a verdict against Wisconsin Electric
awarding the plaintiffs $4.5 million in compensatory damages for
clean-up costs and loss of property value and $100 million in
punitive damages. In October 1999, the Circuit Court denied
Wisconsin Electric's post trial motions and directed that
judgment on the verdict be entered. Wisconsin Electric has filed
a notice of appeal of the judgment to the Wisconsin Court of
Appeals.
In December 1999, in order to stop the post-judgment accrual of
interest at 12% per annum during the pendency of the appeal,
Wisconsin Electric tendered a contested liability payment of
$110 million, which is part of "Deferred Charges and Other
Assets - Other" on the condensed balance sheets, to the Clerk of
Circuit Court for Milwaukee County representing the amount of the
verdict and accrued interest. Under Wisconsin law, the
plaintiffs are liable to Wisconsin Electric upon reversal or
reduction of the judgment for the applicable amount of the funds
tendered with interest.
In further post-trial proceedings, the plaintiffs filed with the
Circuit Court a motion for sanctions based upon representations
made by Wisconsin Electric during trial that it had no insurance
coverage for the punitive damage award. The Circuit Court held
hearings on the sanctions issue in February 2000. On April 27,
2000, the Circuit Court Judge issued a ruling on the sanctions
matter, imposing the following sanctions against Wisconsin
Electric: (i) "judgment in the alternative" as a sanction,
thereby finding an alternative basis upon which to sustain the
$104.5 million verdict returned by the jury; (ii) a bar against
Wisconsin Electric pursuing insurance coverage for the punitive
damage portion of the verdict; and (iii) a requirement that
Wisconsin Electric pay the plaintiffs' costs relating to the
sanctions matter. In addition to its appeal of the judgment
entered on the jury's verdict, Wisconsin Electric will also
appeal the Judge's ruling on the sanctions matter.
In the opinion of management, based in part on the advice of
legal counsel, the jury verdict was not supported by the evidence
or the law and the unprecedented award of punitive damages of
this magnitude was unwarranted and should therefore be reversed
or substantially reduced on appeal. Management also believes
that the sanctions imposed by the Judge were not supported by the
evidence or the law. As such, Wisconsin Electric has not
established a reserve for potential damages from this suit.
RATES AND REGULATORY MATTERS
2000/2001 TEST YEARS: In September 1999, Wisconsin Electric
submitted an application with the Public Service Commission of
Wisconsin requesting incremental price relief for specific
capital investments for electric and gas system reliability and
safety and for a one-time accounting adjustment. The application
further recommended the adoption of performance-based measures
and incentives. In its application, Wisconsin Electric proposed
a two-step price increase. The first requested increase, to be
effective January 1, 2000, totaled $46 million (3.1%) for
electric operations and $8 million (2.3%) for gas operations.
The second requested price increase, to be effective January 1,
2001, totaled $29 million (2.0%) for electric operations.
On December 23, 1999, Wisconsin Electric requested that interim
price relief be granted by the Public Service Commission of
Wisconsin, subject to refund, as soon as possible because it
anticipated that a final order on its price request would not be
issued until the summer of 2000. Wisconsin Electric withdrew its
request to implement performance-based prices because some
elements of the proposed performance-based price plan were not
compatible with the Public Service Commission of Wisconsin's
approval of the Company's merger with WICOR. On March 23, 2000,
the Public Service Commission of Wisconsin approved Wisconsin
Electric's request for interim price increases, authorizing a
$25.2 million (1.7%) increase for electric operations and an
$11.6 million (3.1%) increase for gas operations. The interim
increase, which is subject to potential refund, became effective
April 11, 2000. Rates in the interim order are based on a 12.2%
return on common equity and will be in effect until superceded by
a final order establishing new rates.
The Public Service Commission of Wisconsin finished hearing
testimony on Wisconsin Electric's original September 1999
application on April 26, 2000. Subject to unexpected delays or
other matters that might arise in the interim, Wisconsin Electric
expects a final order on its September 1999 incremental price
relief application to be issued by the Public Service Commission
of Wisconsin in the summer of 2000.
As a condition of its approval of Wisconsin Energy's merger with
WICOR, the Public Service Commission of Wisconsin ordered a
qualified five-year rate freeze that becomes effective on
January 1, 2001 concurrent with any second step rate changes
included in the final order on the 2000/2001 test years.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
The following Exhibits are filed with or incorporated by
reference in the applicable Form 10-Q report:
Exhibit No.
- -----------
WISCONSIN ENERGY CORPORATION
2.1 Agreement and Plan of Merger, dated as of June 27, 1999,
as amended as of September 9, 1999, by and among Wisconsin Energy
Corporation, WICOR, Inc. and CEW Acquisition, Inc.(incorporated
herein by reference to Appendix A to the joint proxy
statement/prospectus dated September 10, 1999, included in
Wisconsin Energy's Registration on Form S-4 filed on September 9,
1999 (File No. 333-86827) (the "Form S-4")).
2.2 Amendment to Agreement and Plan of Merger dated as of
September 9, 1999 (incorporated herein by reference to Exhibit
2.2 to the Form S-4).
2.3 Second Amendment to Agreement and Plan of Merger dated as
of April 26, 2000 (incorporated herein by reference to Exhibit
2.3 to Wisconsin Energy's Current Report on Form 8-K dated as of
April 26, 2000).
3.1 Bylaws of Wisconsin Energy, as amended to May 1, 2000.
10.1(a) Updated form of Incentive Stock Option Agreement under
1993 Omnibus Stock Incentive Plan, as amended.
10.1(b) Updated form of Non-Qualified Stock Option Agreement
under 1993 Omnibus Stock Incentive Plan, as amended.
10.2(a) Employment Agreement with George E. Wardeberg as Vice
Chairman of the Board of Directors of Wisconsin Energy
Corporation, effective April 26, 2000.
10.2(b) Non-Qualified Stock Option Agreement with George E.
Wardeberg, dated April 26, 2000, granted pursuant to
the Employment Agreement.
10.3 Amended and Restated Wisconsin Energy Corporation
Special Executive Severance Policy, effective as of
April 26, 2000.
10.4 Amended and Restated Wisconsin Energy Corporation
Executive Severance Policy, effective as of April 26,
2000.
27.1 Wisconsin Energy Corporation Financial Data Schedule
for the three months ended March 31, 2000.
27.2 Wisconsin Energy Corporation Restated Financial Data
Schedule for the three months ended March 31, 1999,
which reflects the reclassification of certain amounts
to conform to Wisconsin Energy's current financial
statement presentation.
WISCONSIN ELECTRIC POWER COMPANY
3.2 Bylaws of Wisconsin Electric Power Company as amended
to May 1, 2000.
27.3 Wisconsin Electric Power Company Financial Data
Schedule for the three months ended March 31, 2000.
27.4 Wisconsin Electric Power Company Restated Financial
Data Schedule for the three months ended March 31,
1999, which reflects the reclassification of certain
amounts to conform to Wisconsin Electric's current
financial statement presentation.
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed by Wisconsin Energy or by
Wisconsin Electric during the quarter ended March 31, 2000.
A Current Report on Form 8-K dated as of April, 26, 2000 was
filed by Wisconsin Energy disclosing the consummation of
Wisconsin Energy's acquisition of WICOR, Inc., an update on
securities ratings, and the Circuit Court Judge's ruling on
the sanctions matter relating to the Giddings & Lewis / City
of West Allis lawsuit, and incorporating and filing as an
exhibit WICOR's historical financial statements.
A Current Report on Form 8-K dated as of April 27, 2000 was
filed by Wisconsin Electric disclosing an update on
securities ratings and the Circuit Court Judge's ruling on
the sanctions matter relating to the Giddings & Lewis / City
of West Allis lawsuit.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, each registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
WISCONSIN ENERGY CORPORATION
----------------------------
(Registrant)
/s/ Paul Donovan
Date: May 12, 2000 -----------------------------------
Paul Donovan, Senior Vice President,
Chief Financial Officer and duly
authorized officer
WISCONSIN ELECTRIC POWER COMPANY
--------------------------------
(Registrant)
/s/ Calvin H. Baker
Date: May 12, 2000 -----------------------------------------
Calvin H. Baker, Vice President -
Finance, Chief Financial Officer and duly
authorized officer
WISCONSIN ELECTRIC POWER COMPANY
FORM 10-Q REPORT FOR THE QUARTER ENDED MARCH 31, 2000
EXHIBIT INDEX
The following exhibits are in this report:
Exhibit No.
-------------
3.2 Bylaws of Wisconsin Electric Power Company as amended
to May 1, 2000.
27.3 Wisconsin Electric Power Company Financial Data
Schedule for the three months ended March 31, 2000.
27.4 Wisconsin Electric Power Company Restated Financial
Data Schedule for the three months ended March 31,
1999, which reflects the reclassification of certain
amounts to conform to Wisconsin Electric's current
financial statement presentation.