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 June 30, 2001 Commission Registrant; State of Incorporation IRS Employer File Number Address; and Telephone Number Identification No. ----------- ---------------------------------- ------------------ 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 the 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 (July 31, 2001): 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 ELECTRIC POWER COMPANY -------------------------------- FORM 10-Q REPORT FOR THE QUARTER ENDED JUNE 30, 2001 TABLE OF CONTENTS Item Page - ---- ---- Introduction.............................................................. Part I - Financial Information ------------------------------ 1. Financial Statements Condensed Income Statements............................................. Condensed Balance Sheets................................................ Condensed Statements of Cash Flows...................................... Notes to Condensed Financial Statements................................. 2. Management's Discussion and Analysis of Financial Condition and Results of Operations........................... 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 Electric Power Company ("Wisconsin Electric" or "the Company"), a wholly-owned subsidiary of Wisconsin Energy Corporation ("Wisconsin Energy"), is an electric, gas and steam utility with operations in Wisconsin and the Upper Peninsula of Michigan. The unaudited interim financial statements presented in this Form 10-Q have been prepared by Wisconsin Electric pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note 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. Wisconsin Electric's financial statements should be read in conjunction with the financial statements and notes thereto included in Wisconsin Electric's 2000 Annual Report on Form 10-K. PART I - FINANCIAL INFORMATION ------------------------------ ITEM 1. FINANCIAL STATEMENTS WISCONSIN ELECTRIC POWER COMPANY CONDENSED INCOME STATEMENTS (Unaudited) Three Months Ended June 30 Six Months Ended June 30 -------------------------- -------------------------- 2001 2000 2001 2000 ----------- ---------- ----------- ---------- (Millions of Dollars) Operating Revenues $517.5 $496.9 $1,224.1 $1,037.7 Operating Expenses Fuel and purchased power 124.4 116.5 256.3 221.9 Cost of gas sold 47.4 39.5 237.1 108.6 Other operation and maintenance 187.5 165.6 365.4 326.6 Depreciation, decommissioning and amortization 64.6 67.0 130.1 133.5 Property and revenue taxes 14.6 16.9 32.9 34.3 ------ ------ -------- -------- Total Operating Expenses 438.5 405.5 1,021.8 824.9 ------ ------ -------- -------- Operating Income 79.0 91.4 202.3 212.8 Other Income and Deductions Interest income 0.9 1.0 1.5 3.9 Allowance for other funds used during construction 0.4 1.0 0.7 1.9 Equity in unconsolidated subsidiary 3.4 - 11.8 - Other (0.4) - (0.7) (0.3) ------ ------ -------- -------- Total Other Income and Deductions 4.3 2.0 13.3 5.5 Financing Costs Interest expense 27.3 28.9 56.5 58.1 Allowance for borrowed funds used during construction (0.2) (0.5) (0.3) (0.9) ------ ------ -------- -------- Total Financing Costs 27.1 28.4 56.2 57.2 ------ ------ -------- -------- Income Before Income Taxes 56.2 65.0 159.4 161.1 Income Taxes 21.2 24.8 61.7 62.1 ------ ------ -------- -------- Net Income 35.0 40.2 97.7 99.0 Preferred Stock Dividend Requirement 0.3 0.3 0.6 0.6 ------ ------ -------- -------- Earnings Available for Common Stockholder $34.7 $39.9 $97.1 $98.4 ====== ====== ======== ======== <FN> The accompanying Notes to Condensed Financial Statements are an integral part of these financial statements. </FN> WISCONSIN ELECTRIC POWER COMPANY CONDENSED BALANCE SHEETS (Unaudited) June 30, 2001 December 31, 2000 ------------- ----------------- (Millions of Dollars) Assets ------ Property, Plant and Equipment Electric $4,972.1 $5,300.7 Gas 587.4 578.2 Steam 65.0 64.4 Common 381.2 372.9 Other 7.2 7.3 Accumulated depreciation (3,206.1) (3,339.2) -------- -------- 2,806.8 2,984.3 Construction work in progress 110.8 106.8 Leased facilities, net 118.8 121.7 Nuclear fuel, net 80.8 93.1 -------- -------- Net Property, Plant and Equipment 3,117.2 3,305.9 Investments 755.1 642.2 Current Assets Cash and cash equivalents 22.5 10.6 Accounts receivable 231.0 232.7 Accrued revenues 86.5 163.0 Materials, supplies and inventories 178.8 197.4 Prepayments and other assets 109.2 105.2 -------- -------- Total Current Assets 628.0 708.9 Deferred Charges and Other Assets 392.1 368.1 -------- -------- Total Assets $4,892.4 $5,025.1 ======== ======== Capitalization and Liabilities ------------------------------ Capitalization Common equity $1,898.0 $1,864.8 Preferred stock 30.4 30.4 Long-term debt 1,681.1 1,679.6 -------- -------- Total Capitalization 3,609.5 3,574.8 Current Liabilities Long-term debt due currently 35.4 28.1 Short-term debt 126.4 257.0 Accounts payable 176.8 213.5 Accrued liabilities 83.2 84.4 Other 68.6 84.2 -------- -------- Total Current Liabilities 490.4 667.2 Deferred Credits and Other Liabilities Accumulated deferred income taxes 463.6 466.1 Other 328.9 317.0 -------- -------- Total Deferred Credits and Other Liabilities 792.5 783.1 -------- -------- Total Capitalization and Liabilities $4,892.4 $5,025.1 ======== ======== <FN> The accompanying Notes to Condensed Financial Statements are an integral part of these financial statements. </FN> WISCONSIN ELECTRIC POWER COMPANY CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended June 30 ------------------------------- 2001 2000 ----------- ----------- (Millions of Dollars) Operating Activities Net income $97.7 $99.0 Reconciliation to cash Depreciation, decommissioning and amortization 137.5 140.9 Nuclear fuel expense amortization 15.3 14.7 Deferred income taxes, net (3.1) (6.3) Investment tax credit, net (2.3) (2.3) Allowance for other funds used during construction (0.7) (1.9) Change in - Accounts receivable and accrued revenues 78.2 38.3 Inventories 18.6 6.2 Other current assets (4.0) 33.5 Accounts payable (36.7) 16.4 Other current liabilities (16.8) 15.4 Other (17.5) (3.5) ------ ------ Cash Provided by Operating Activities 266.2 350.4 Investing Activities Capital expenditures (150.6) (174.6) Cash distributions received from ATC 105.4 - Allowance for borrowed funds used during construction (0.3) (0.9) Nuclear fuel (3.3) (21.7) Nuclear decommissioning funding (8.8) (8.8) Other (7.1) (5.0) ------ ------ Cash Used in Investing Activities (64.7) (211.0) Financing Activities Issuance of long-term debt 22.0 - Retirement of long-term debt (15.4) (14.8) Change in short-term debt (130.6) (76.1) Dividends paid on common stock (65.0) (89.8) Dividends paid on preferred stock (0.6) (0.6) ------ ------ Cash Used in Financing Activities (189.6) (181.3) ------ ------ Change in Cash and Cash Equivalents 11.9 (41.9) Cash and Cash Equivalents at Beginning of Period 10.6 49.9 ------ ------ Cash and Cash Equivalents at End of Period $22.5 $8.0 ====== ====== Supplemental Information - Cash Paid For Interest (net of amount capitalized) $67.8 $68.2 Income taxes 74.2 26.4 <FN> The accompanying Notes to Condensed Financial Statements are an integral part of these financial statements. </FN> WISCONSIN ELECTRIC POWER COMPANY NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) GENERAL INFORMATION 1.The accompanying unaudited financial statements for Wisconsin Electric Power Company should be read in conjunction with Item 8, Financial Statements and Supplementary Data, in Wisconsin Electric's 2000 Annual Report on Form 10-K for the year ended December 31, 2000. In the opinion of management, all adjustments, normal and recurring in nature, necessary to a fair statement of the results of operations, cash flows and financial position of Wisconsin Electric, have been included in the accompanying income statements, statements of cash flows and balance sheets. The results of operations for the three and six months ended June 30, 2001 are not necessarily indicative, however, of the results which may be expected for the entire year 2001 because of seasonal and other factors. 2.Certain prior year financial statement amounts have been reclassified to conform to their current year presentation. These reclassifications had no effect on net income. 3.On April 26, 2000, Wisconsin Energy Corporation, the parent company of Wisconsin Electric, acquired WICOR, Inc. ("WICOR") in a business combination that was accounted for as a purchase. WICOR was a diversified utility holding company with utility and non-utility energy subsidiaries as well as pump manufacturing subsidiaries. Following the merger, WICOR and its subsidiaries, including Wisconsin Gas Company ("Wisconsin Gas"), the largest natural gas distribution public utility in Wisconsin, became subsidiaries of Wisconsin Energy. Wisconsin Energy has integrated the gas operations of Wisconsin Electric and Wisconsin Gas as well as many corporate support areas. On November 1, 2000, Wisconsin Electric and Wisconsin Gas filed an application with the Public Service Commission of Wisconsin ("PSCW") for authority to transfer Wisconsin Electric's gas utility assets together with certain identified liabilities associated with such assets (with a net book value of approximately $365 million as of December 31, 2000) to Wisconsin Gas in a tax free exchange for shares of Wisconsin Gas which have a fair value equal to the fair value of the assets transferred and represent at least 80% of the total combined voting power of all classes of stock that is entitled to vote. The asset transfer matter is pending. NEW ACCOUNTING PRONOUNCEMENTS 4.ASSET RETIREMENT OBLIGATIONS: In June 2001, the Financial Accounting Standards Board authorized issuance of Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations ("FAS 143"). FAS 143, which is effective for fiscal years beginning after June 15, 2002, requires entities to record the fair value of a legal liability for an asset retirement obligation in the period in which it is incurred. When the liability is recorded, the entity capitalizes the costs of the liability by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, an entity either settles the obligation for its recorded amount or incurs a gain or loss upon settlement. The Company expects to adopt FAS 143 effective January 1, 2003. The scope of FAS 143 includes decommissioning costs for Point Beach Nuclear Plant ("Point Beach") and may also apply to other facilities of the Company. The Company has not yet performed a detailed assessment of the specific applicability and implications of FAS 143. Currently, nuclear decommissioning liabilities are accrued as depreciation expense under an external sinking fund method as these costs are recovered through rates over the expected service lives of the two generating units at Point Beach. FAS 143 will require the Company to record the full decommissioning liability and a corresponding asset, which will then be depreciated over the remaining expected service lives of the plant's generating units. Any changes in depreciation expense due to differing assumptions between FAS 143 and those currently required by the PSCW are not expected to be material and would most likely be recoverable in rates. AMERICAN TRANSMISSION COMPANY 5.Effective January 1, 2001 Wisconsin Electric transferred electric utility transmission system assets with a net book value of $224.4 million to American Transmission Company LLC ("ATC") in exchange for an equity interest in this new company. During the first half of 2001, ATC issued debt and distributed $105.4 million of cash back to Wisconsin Electric as a partial return of the original equity contribution. The Company anticipates that the transfer of its electric transmission assets to ATC will be earnings neutral. However, the asset transfer has changed where transmission- related activities are reflected on the income statement. Prior to the asset transfer, transmission-related costs were recorded in Other Operation and Maintenance expense, Depreciation expense and Interest expense. Following transfer of the transmission assets, the Company reports fees paid to ATC for electric transmission service in Other Operation and Maintenance and recognizes an equity interest in ATC's reported earnings in Other Income and Deductions. RESERVE FOR NON-RECURRING CHARGES 6.In connection with the WICOR merger, Wisconsin Electric recorded certain reserves in the fourth quarter of 2000 for approximately 170 employees who were to receive benefits under severance agreements and enhanced retirement initiatives. As of June 30, 2001, approximately $4.5 million of severance benefits related to 129 employees remained as an outstanding liability on the balance sheet. COMMON EQUITY 7.Comprehensive Income includes all changes in equity during a period except those resulting from investments by and distributions to owners. Prior to January 2001, Wisconsin Electric had no items of Other Comprehensive Income to report. However, as a result of the adoption of Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities ("FAS 133") in January 2001 (see Note 8), Wisconsin Electric had the following total Comprehensive Income during the six months ended June 30, 2001 and 2000: Six Months Ended June 30 --------------------------------- Comprehensive Income 2001 2000 - ---------------------------- ---------- ---------- (Millions of Dollars) Net Income $97.7 $99.0 Other Comprehensive Income (Loss) Unrealized Gains (Losses) During the Period on Derivatives Qualified as Hedges Unrealized losses due to cumulative effect of change in accounting principle (5.1) - Other unrealized gains (losses) 5.3 - Less: Reclassification for gains (losses) included in net income (0.8) - ----- ----- Net Unrealized Gains (Losses) 1.0 - ----- ----- Total Other Comprehensive Income (Loss) 1.0 - ----- ----- Total Comprehensive Income $98.7 $99.0 ===== ===== DERIVATIVE INSTRUMENTS 8.In June 1998, the Financial Accounting Standards Board issued FAS 133, which has been amended by FAS 137, Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FAS 133, an amendment of FAS 133, and by FAS 138, Accounting for Certain Derivative Instruments and Certain Hedging Activities, an amendment of FAS 133. FAS 133 requires that every derivative instrument be recorded on the balance sheet as an asset or liability measured at its fair value and that changes in the derivative's fair value be recognized currently in earnings unless specific hedge accounting criteria are met. As of the date of initial adoption, FAS 133 requires that the difference between the fair value of derivative instruments recorded on the balance sheet and the previous carrying amount of those derivatives be reported in Net Income or Accumulated Other Comprehensive Income, as appropriate, as a cumulative effect of a change in accounting principle. Wisconsin Electric has a limited number of physical commodity contracts that are defined as derivatives under FAS 133 and that qualify for cash flow hedge accounting. These cash flow hedging instruments are electric forward contracts which are used to manage the supply of and demand for electricity. With the adoption of FAS 133 on January 1, 2001, the fair market values of these derivative instruments have been recorded as assets and liabilities on the balance sheet and as a cumulative effect of a change in accounting principle in Accumulated Other Comprehensive Income in accordance with the transition provisions of FAS 133. The impact of this transition as of January 1, 2001 was a $5.1 million reduction in Accumulated Other Comprehensive Income. During the first six months of 2001, $0.8 million of net losses included in the cumulative effect of a change in accounting principle component of Accumulated Other Comprehensive Income were reclassified into earnings resulting in a remaining balance of ($4.3 million) as of June 30, 2001. Wisconsin Electric estimates that this remaining balance will be reclassified into earnings between July 1, 2001 and December 31, 2001. Future changes in the fair market values of these cash flow hedging instruments, to the extent that the hedges are effective at mitigating the underlying commodity risk, will be recorded in Accumulated Other Comprehensive Income. At the date the underlying transaction occurs, the amounts in Accumulated Other Comprehensive Income will be reported in earnings. The ineffective portion of the derivative's change in fair value will be recognized in earnings immediately. For the six month period ended June 30, 2001, the amount of hedge ineffectiveness was immaterial. Wisconsin Electric did not exclude any components of derivative gains or losses from the assessment of hedge effectiveness. A loss of $0.4 million was reclassified into earnings as a result of the discontinuance of hedges. As of June 30, 2001, the maximum length of time over which Wisconsin Electric is hedging its exposure to the variability in future cash flows forecasted transactions is nine months, and Wisconsin Electric estimates that gains of $5.3 million will be reclassified from Accumulated Other Comprehensive Income into earnings within the twelve months between July 1, 2001 and June 30, 2002 as the hedged transactions affect earnings. Previously, the Company had concluded that its electric capacity purchase contracts qualified for and were designated as normal under the normal purchase and sale exception of FAS 133. The Financial Accounting Standards Board has determined that electric capacity option contracts qualify for the normal purchase and sale exception, confirming the Company's prior conclusion. SEGMENT INFORMATION 9.Summarized financial information concerning Wisconsin Electric's reportable operating segments for the three and six month periods ended June 30, 2001 and 2000 is shown in the following table. Reportable Operating Segments Wisconsin Electric ------------------------------------------------- Power Company Electric Gas Steam Total - ------------------ ---------- ------- --------- -------- (Millions of Dollars) Three Months Ended ------------------ June 30, 2001 Operating Revenues (a) $443.0 $70.8 $3.7 $517.5 Operating Income (Loss) 84.3 (4.1) (1.2) 79.0 June 30, 2000 Operating Revenues (a) $427.2 $64.4 $5.3 $496.9 Operating Income (Loss) 93.3 (2.5) 0.6 91.4 Six Months Ended ---------------- June 30, 2001 Operating Revenues (a) $891.8 $319.5 $12.8 $1,224.1 Operating Income 173.8 26.0 2.5 202.3 June 30, 2000 Operating Revenues (a) $842.1 $182.9 $12.7 $1,037.7 Operating Income 190.7 19.3 2.8 212.8 (a) Wisconsin Electric accounts for intersegment revenues at tariff rates established by the Public Service Commission of Wisconsin. Intersegment revenues are not material. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Wisconsin Electric Power Company, a wholly-owned subsidiary of Wisconsin Energy Corporation, is an energy utility with electric, natural gas and steam utility operations. 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." RESULTS OF OPERATIONS - THREE MONTHS ENDED JUNE 30, 2001 EARNINGS Earnings decreased from $39.9 million during the second quarter of 2000 to $34.7 million during the second quarter of 2001. The decrease in earnings for the three month period resulted primarily from an increase in other operation and maintenance expenses due to a scheduled refueling at Point Beach Nuclear Plant during the second quarter of 2001. The outage was completed on time and all scheduled work was done. During 2000, Wisconsin Electric did not perform a refueling outage at Point Beach until the fourth quarter. Electric Utility Revenues, Gross Margins and Sales The following table compares Wisconsin Electric's total electric operating revenues and gross margin during the second quarter of 2001 with similar information for the second quarter of 2000. Three Months Ended June 30 ------------------------------------- Electric Utility Operations 2001 2000 % Change - ----------------------------- ---- ---- -------- (Millions of Dollars) Electric Operating Revenues $443.0 $427.2 3.7% Fuel and Purchased Power Fuel 73.6 74.3 (0.9%) Purchased Power 49.6 41.1 20.7% ------ ------ Total Fuel and Purchased Power 123.2 115.4 6.8% ------ ------ Gross Margin $319.8 $311.8 2.6% ====== ====== During the second quarter of 2001, total electric operating revenues increased by $15.8 million or 3.7% when compared with the second quarter of 2000. Wisconsin Electric attributes all of this growth to electric retail rate increases in Wisconsin that became effective in August 2000 and on January 1, 2001 and to an interim rate increase that became effective in February 2001 under Wisconsin's fuel cost adjustment procedure. In May 2001, the interim fuel rates were increased again by a final order. For additional information, see Item 1, Legal Proceedings - "Utility Rates and Regulatory Matters," in Part II of this report. A 4.8% decrease in electric megawatt-hour sales during the second quarter of 2001 offset much of the revenue growth caused by the rate increases. Between the comparative periods, total fuel and purchased power expenses increased by $7.8 million or 6.8% primarily due to the scheduled Point Beach outage noted above. Point Beach underwent a successful refueling outage in the second quarter of 2001. However, the outage required Wisconsin Electric to acquire more expensive purchased power. No additional planned outages are scheduled at Point Beach during the remainder of 2001. In addition, Pleasant Prairie Power Plant, the Company's largest coal-fired plant, experienced an unplanned outage during 2001. As a result of these outages, and, to a lesser extent, due to higher natural gas commodity prices and to higher fixed demand charges associated with long-term power purchase contracts in effect during 2001, purchased power expenses increased by $8.5 million or 20.7% during the second quarter of 2001. The higher fuel and purchased power expenses offset much of the impact on electric revenues of the electric rate increases noted above such that total gross margin on electric operating revenues increased by $8.0 million or 2.6% during the second quarter of 2001. The following table compares Wisconsin Electric's electric operating revenues and electric megawatt-hour sales by customer class during the second quarter of 2001 with similar information for the second quarter of 2000. Operating Revenues Megawatt-Hour Sales Three Months Ended June 30 Three Months Ended June 30 ------------------------------- ------------------------------- Electric Utility Operations 2001 2000 % Change 2001 2000 % Change - ----------------------------- ---- ---- -------- ---- ---- -------- (Millions of Dollars) (Thousands) Customer Class Residential $150.1 $137.6 9.1% 1,743.9 1,713.4 1.8% Small Commercial/Industrial 141.8 132.2 7.3% 2,010.2 2,019.5 (0.5%) Large Commercial/Industrial 117.5 118.6 (0.9%) 2,672.3 2,959.0 (9.7%) Other-Retail/Municipal 15.6 13.8 13.0% 395.1 367.1 7.6% Resale-Utilities 14.6 17.4 (16.1%) 417.5 546.7 (23.6%) Other-Operating Revenues 3.4 7.6 (55.3%) - - - ------ ------ ------- ------- Total $443.0 $427.2 3.7% 7,239.0 7,605.7 (4.8%) ====== ====== ======= ======= Weather - Degree Days (a) Heating (959 Normal) 847 952 (11.0%) Cooling (170 Normal) 168 160 5.0% (a) As measured at Mitchell International Airport in Milwaukee, Wisconsin. Normal degree days are based upon a twenty-year moving average. As noted above, total electric megawatt-hour sales fell by 4.8% during the second quarter of 2001 reflecting a softening economy that is primarily affecting large commercial/industrial customers such as Wisconsin Electric's largest retail customers, two iron ore mines to whom sales decreased by 260.0 thousand megawatt- hours or 38.5% between the comparative periods. Excluding these two mines, Wisconsin Electric's total electric energy sales volumes fell by 1.5% and sales volumes to the remaining large commercial/industrial customers fell by 1.2% between the comparative periods. Gas Utility Revenues, Gross Margins and Therm Deliveries A comparison of Wisconsin Electric's gas operating revenues, gross margins and gas deliveries follows. Gross margin (gas operating revenues less cost of gas sold) is a better performance indicator than revenues because changes in the cost of gas sold flow through to revenue under gas cost recovery mechanisms that do not impact gross margin. As can be seen below, gas operating revenues grew by $6.4 million or 9.9% between the second quarter of 2001 and the second quarter of 2000 offset by a $7.9 million increase in purchased gas costs. Three Months Ended June 30 ------------------------------------- Gas Utility Operations 2001 2000 % Change - ----------------------------- ---- ---- -------- (Millions of Dollars) Gas Operating Revenues $70.8 $64.4 9.9% Cost of Gas Sold 47.4 39.5 20.0% ----- ----- Gross Margin $23.4 $24.9 (6.0%) ===== ===== Higher prices for natural gas drove much of the 9.9% increase in operating revenues and the 20.0% increase in the cost of gas sold during the second quarter of 2001. As noted above, such gas cost increases do not affect the margin earned on each therm of gas delivered as a result of the Company's gas cost recovery mechanism. However, higher gas prices can adversely affect the Company's therm deliveries to the extent that customers reduce consumption through lower thermostat settings or through fuel switching. As of August 2001, commodity gas prices have dropped from the historically high prices experienced during the first six months of 2001 and are comparable to the prices in effect in August 2000. It is not clear how volume trends experienced to date in 2001 will change in response to the lower commodity prices for the remainder of the year. Gas margins were down 6.0% reflecting a 20.0% volume reduction in therm deliveries, but were partially offset by an increase in the average number of customers which favorably impacted the fixed component of operating revenues that is not affected by decreased volumes. Retail gas rate increases that became effective in August 2000 also contributed to the increase in gas operating revenues and helped mitigate the decline in gross margin between the comparative periods. The following table compares Wisconsin Electric's gas operating revenues and natural gas therm deliveries by customer class during the second quarter of 2001 with similar information for the second quarter of 2000. Operating Revenues Therm Deliveries Three Months Ended June 30 Three Months Ended June 30 ------------------------------- ------------------------------- Gas Utility Operations 2001 2000 % Change 2001 2000 % Change - ---------------------------- ---- ---- -------- ---- ---- -------- (Millions of Dollars) (Millions) Customer Class Residential $35.2 $32.1 9.7% 36.5 43.2 (15.5%) Commercial/Industrial 24.5 18.3 33.9% 30.1 30.5 (1.3%) Interruptible 1.0 1.0 - 1.7 2.4 (29.2%) ----- ----- ----- ----- Total Retail Gas Sales 60.7 51.4 18.1% 68.3 76.1 (10.2%) Transported Customer-Owned Gas 3.0 4.0 (25.0%) 61.7 77.2 (20.1%) Transported-Interdepartmental 0.3 0.6 (50.0%) 4.4 14.6 (69.9%) Other-Operating Revenues 6.8 8.4 (19.0%) - - - ----- ----- ----- ----- Total Operating Revenues $70.8 $64.4 9.9% 134.4 167.9 (20.0%) ===== ===== ===== ===== Weather - Degree Days (a) Heating (959 Normal) 847 952 (11.0%) (a) As measured at Mitchell International Airport in Milwaukee, Wisconsin. Normal degree days are based upon a twenty-year moving average. Total therm deliveries of natural gas decreased by 20.0% during the second quarter of 2001. The reduction was largely due to warmer weather in 2001 compared with 2000, which affected volumes in the residential and small commercial customer classes. Large commercial/industrial and transportation volumes declined primarily due to fuel switching resulting from the high commodity cost of natural gas and, to a lesser extent, by the softening economy. Other Items OTHER OPERATION AND MAINTENANCE EXPENSES: Other operation and maintenance expenses increased by $21.9 million or 13.2% during the second quarter of 2001 when compared with the second quarter of 2000, $10.0 million of which was attributable to the scheduled refueling outage at Point Beach during the second quarter of 2001 noted above. Electric transmission expenses were $12.1 million higher during 2001 primarily caused by a change in how these costs are recorded. On January 1, 2001, Wisconsin Electric transferred all of its electric utility transmission assets to ATC in exchange for an equity interest in this new company. The increase in other operation and maintenance expenses associated with electric transmission operations was offset by reduced depreciation expense, reduced interest expense and earnings from Wisconsin Electric's equity investment in ATC. The net effect of these changes resulted in a non-material change to pre-tax income between the comparative periods as a result of transmission- related activities. OTHER INCOME AND DEDUCTIONS: Other Income and Deductions increased $2.3 million during the second quarter of 2001 due to recognition of equity in the earnings of ATC in 2001. RESULTS OF OPERATIONS - SIX MONTHS ENDED JUNE 30, 2001 EARNINGS Earnings decreased from $98.4 million during the first half of 2000 to $97.1 million during the first half of 2001. Between the comparative periods, higher electric and gas utility gross margins were offset by higher other operation and maintenance expenses. Electric Utility Revenues, Gross Margins and Sales The following table compares Wisconsin Electric's total electric operating revenues and gross margin during the first half of 2001 with similar information for the first half of 2000. Six Months Ended June 30 ------------------------------------- Electric Utility Operations 2001 2000 % Change - ----------------------------- ---- ---- -------- (Millions of Dollars) Electric Operating Revenues $891.8 $842.1 5.9% Fuel and Purchased Power Fuel 153.1 147.7 3.7% Purchased Power 100.1 71.2 40.6% ------ ------ Total Fuel and Purchased Power 253.2 218.9 15.7% ------ ------ Gross Margin $638.6 $623.2 2.5% ====== ====== During the first six months of 2001, total electric utility operating revenues increased by $49.7 million or 5.9% when compared with the first six months of 2000. Wisconsin Electric attributes this growth to electric retail rate increases in Wisconsin that became effective in April 2000, in August 2000 and on January 1, 2001 and to an interim rate increase that became effective in February 2001 under Wisconsin's fuel cost adjustment procedure. In May 2001, the interim fuel rates were increased again by a final order. A 1.9% decrease in electric megawatt- hour sales during the first half of 2001 offset much of the revenue growth caused by the rate increases. Between the comparative periods, total fuel and purchased power expenses increased by $34.3 million or 15.7% primarily due to significantly higher natural gas prices, the scheduled Point Beach outage during the second quarter of 2001 noted earlier and, to a lesser extent, to higher fixed demand charges associated with long-term power purchase contracts in effect during 2001. The higher fuel and purchased power expenses offset much of the impact on electric revenues of the electric rate increases noted above such that total gross margin on electric operating revenues increased by $15.4 million or 2.5% during the first half of 2001. The following table compares Wisconsin Electric's electric operating revenues and electric megawatt-hour sales by customer class during the first six months of 2001 with similar information for the first six months of 2000. Operating Revenues Megawatt-Hour Sales Six Months Ended June 30 Six Months Ended June 30 ------------------------------- ------------------------------- Electric Utility Operations 2001 2000 % Change 2001 2000 % Change - ----------------------------- ---- ---- -------- ---- ---- -------- (Millions of Dollars) (Thousands) Customer Class Residential $306.8 $282.4 8.6% 3,626.6 3,563.8 1.8% Small Commercial/Industrial 281.4 257.2 9.4% 4,105.6 4,006.2 2.5% Large Commercial/Industrial 232.7 230.1 1.1% 5,457.6 5,772.3 (5.5%) Other-Retail/Municipal 30.6 26.9 13.8% 796.3 731.1 8.9% Resale-Utilities 33.2 31.9 4.1% 944.8 1,153.5 (18.1%) Other-Operating Revenues 7.1 13.6 (47.8%) - - - ------ ------ -------- -------- Total $891.8 $842.1 5.9% 14,930.9 15,226.9 (1.9%) ====== ====== ======== ======== Weather - Degree Days (a) Heating (4,265 Normal) 4,242 3,883 9.2% Cooling (170 Normal) 168 161 4.3% (a) As measured at Mitchell International Airport in Milwaukee, Wisconsin. Normal degree days are based upon a twenty-year moving average. As noted above, total electric megawatt-hour sales fell by 1.9% during the first six months of 2001 reflecting a softening economy that is primarily affecting large commercial/industrial customers such as Wisconsin Electric's largest retail customers, two iron ore mines to whom sales decreased by 228 thousand megawatt-hours or 18.1% between the comparative periods. Excluding these two mines, Wisconsin Electric's total electric energy sales volumes fell by 0.5% and sales volumes to the remaining large commercial/industrial customers fell by 1.9% between the comparative periods. Gas Utility Revenues, Gross Margins and Therm Deliveries A comparison of Wisconsin Electric's gas operating revenues, gross margin and gas deliveries follows. Gross margin is a better performance indicator than revenues because changes in the cost of gas sold flow through to revenue under gas cost recovery mechanisms that do not impact gross margin. As can be seen below, gas operating revenues grew by $136.6 million or 74.7% between the first six months of 2001 and the first six months of 2000 offset by a $128.5 million increase in purchased gas costs. Six Months Ended June 30 ------------------------------------- Gas Utility Operations 2001 2000 % Change - ----------------------------- ---- ---- -------- (Millions of Dollars) Gas Operating Revenues $319.5 $182.9 74.7% Cost of Gas Sold 237.1 108.6 118.3% ------ ------ Gross Margin $82.4 $74.3 10.9% ====== ====== Higher prices for natural gas drove much of the 74.7% increase in operating revenues and the 118.3% increase in the cost of gas sold during the first half of 2001. As noted above, such gas cost increases do not affect the margin earned on each therm of gas delivered as a result of the Company's gas cost recovery mechanisms. However, higher gas prices can adversely affect the Company's therm deliveries to the extent that customers reduce consumption through lower thermostat settings or through fuel switching. Total gas margin was up 10.9%, reflecting an increase in retail gas sales to weather sensitive customers as a result of cooler weather during the first part of 2001, and, to a lesser extent, to retail gas rate increases that became effective in August 2000. The following table compares Wisconsin Electric's gas utility operating revenues and natural gas therm deliveries by customer class during the first six months of 2001 with similar information for the first six months of 2000. Operating Revenues Therm Deliveries Six Months Ended June 30 Six Months Ended June 30 ------------------------------- ------------------------------- Gas Utility Operations 2001 2000 % Change 2001 2000 % Change - ---------------------------- ---- ---- -------- ---- ---- -------- (Millions of Dollars) (Millions) Customer Class Residential $199.4 $110.3 80.8% 202.2 182.8 10.6% Commercial/Industrial 110.6 60.0 84.3% 121.8 116.0 5.0% Interruptible 3.9 2.4 62.5% 5.5 6.7 (17.9%) ------ ------ ----- ----- Total Retail Gas Sales 313.9 172.7 81.8% 329.5 305.5 7.9% Transported Customer-Owned Gas 7.9 9.3 (15.1%) 154.7 186.4 (17.0%) Transported-Interdepartmental 0.6 1.0 (40.0%) 7.6 22.7 (66.5%) Other-Operating Revenues (2.9) (0.1) (2,800.0%) - - - ------ ------ ----- ----- Total Operating Revenues $319.5 $182.9 74.7% 491.8 514.6 (4.4%) ====== ====== ===== ===== Weather - Degree Days (a) Heating (4,265 Normal) 4,242 3,883 9.2% (a) As measured at Mitchell International Airport in Milwaukee, Wisconsin. Normal degree days are based upon a twenty-year moving average. Total therm deliveries of natural gas decreased by 4.4% during the first half of 2001, but varied within customer classes. Volume deliveries for the residential and commercial customer classes increased by 10.6% and 5.0%, respectively, reflecting colder weather experienced during the winter heating season, which was 9.2% colder as measured by heating degree days. Residential and commercial customers are more weather sensitive and contribute higher margins per therm than other customers. The increase caused by the colder weather was partially offset by customer conservation due to the higher cost of gas and to the weaker economy, which primarily affected commercial/industrial gas consumption. Transportation volumes were 17.0% lower than the prior year reflecting fuel switching to lower cost fuel options and, to a lesser extent, the softening economy. Other Items OTHER OPERATION AND MAINTENANCE EXPENSES: Other operation and maintenance expenses increased by $38.8 million or 11.9% during the first six months of 2001 when compared with the first six months of 2000. The most significant changes in other operation and maintenance expenses include $17.2 million of higher non-fuel nuclear expenses, $10.0 million of which was attributable to the scheduled refueling outage at Point Beach Nuclear Plant during the second quarter of 2001, and approximately $23.1 million of higher electric transmission expenses primarily caused by a change in how electric transmission costs are recorded and reported as a result of the transfer of electric transmission assets to ATC on January 1, 2001. OTHER INCOME AND DEDUCTIONS: Other Income and Deductions increased $7.8 million during the first six months of 2001 due to recognition of equity in the earnings of ATC in 2001. LIQUIDITY AND CAPITAL RESOURCES CASH FLOWS The following summarizes Wisconsin Electric's cash flows during the first six months of 2001 and 2000: Six Months Ended June 30 -------------------------- Wisconsin Electric Power Company 2001 2000 - -------------------------------- ---- ---- (Millions of Dollars) Cash Provided by (Used in) Operating Activities $266.2 $350.4 Investing Activities (64.7) (211.0) Financing Activities (189.6) (181.3) Operating Activities Cash provided by operating activities decreased to $266.2 million during the first six months of 2001 compared with $350.4 million during the same period in 2000, primarily reflecting (1) an increase in working capital requirements, (2) a $35 million tax refund received in the first quarter of 2000 related to litigation, and (3) a $16 million contribution to the Wisconsin Energy Foundation in the first quarter of 2001. Investing Activities During the first six months of 2001, Wisconsin Electric spent a net total of $64.7 million on investing activities, including capital expenditures of $150.6 million partially offset by $105.4 million of cash distributions received from ATC. Due to different refueling outage schedules at Point Beach Nuclear Plant between the comparative periods, the Company spent $18.4 million less during the first half of 2001 on the acquisition of nuclear fuel when compared with the first half of 2000. Financing Activities During the first six months of 2001, Wisconsin Electric used $189.6 million of net cash for financing activities including approximately $130.6 million to reduce short- and long-term debt and $65.0 million for the payment of dividends to Wisconsin Energy. CAPITAL RESOURCES AND REQUIREMENTS Capital Resources Cash requirements during the remaining six months of 2001 are expected to be met through a combination of internal sources of funds from operations and short-term borrowings. The Company has access to outside capital markets and has been able to generate funds internally and externally to meet its capital requirements. Wisconsin Electric's ability to attract the necessary financial capital at reasonable terms is critical to the Company's overall strategic plan. Wisconsin Electric believes that it has adequate capacity to fund its operations for the foreseeable future through its borrowing arrangements and internally generated cash. On June 30, 2001, Wisconsin Electric had $276 million of total available unused short-term credit. On that date, Wisconsin Electric had $250 million of available unused lines of bank credit to support its outstanding commercial paper and other short-term borrowings. The following table shows Wisconsin Electric's capitalization structure at June 30, 2001 and at December 31, 2000: Capitalization Structure June 30, 2001 December 31, 2000 - ------------------------ ------------- ----------------- (Millions of Dollars) Common Equity $1,898.0 50.3% $1,864.8 48.3% Preferred Stock 30.4 0.8% 30.4 0.8% Long-Term Debt (including current maturities) 1,716.5 45.5% 1,707.7 44.2% Short-Term Debt 126.4 3.4% 257.0 6.7% -------- ------ -------- ------ Total $3,771.3 100.0% $3,859.9 100.0% ======== ====== ======== ====== Access to capital markets at a reasonable cost is determined in large part by credit quality. The following table summarizes the current ratings of the debt securities of Wisconsin Electric by Standard & Poors Corporation ("S&P"), Moody's Investors Service ("Moody's") and Fitch. S&P Moody's Fitch --------- --------- --------- Wisconsin Electric Power Company - ------------------------------------ Commercial Paper A-1+ P-1 F1+ Secured Senior Debt AA- Aa2 AA Unsecured Debt A+ Aa3 AA- Preferred Stock A A2 AA- On July 27, 2001, Moody's assigned a new rating of `A2' for Wisconsin Electric's Preferred Stock as part of its global recalibration of all issuer preferred stock to promote cross- sector comparability. S&P's current outlook for Wisconsin Energy and its subsidiaries is negative. Currently, Fitch's outlook for Wisconsin Electric is stable, and Moody's outlook for Wisconsin Energy and its subsidiaries is stable. These ratings provide a significant degree of flexibility in obtaining funds on competitive terms and reflect the views of the rating agencies. An explanation of the significance of these ratings may be obtained from each rating agency. Such ratings are not a recommendation to buy, sell or hold securities, but rather an indication of creditworthiness. Any rating can be revised upward or downward or withdrawn at any time by a rating agency if it decides that the circumstances warrant the change. Each rating should be evaluated independently of any other rating. Capital Requirements Capital requirements during the remainder of 2001 are expected to be principally for capital expenditures, for payments to the Nuclear Decommissioning Trust Fund for the eventual decommissioning of Point Beach Nuclear Plant and for the purchase of nuclear fuel. Wisconsin Electric's total capital expenditure budget for the remainder of 2001 is approximately $246 million. FACTORS AFFECTING RESULTS OF OPERATIONS UTILITY RATES AND REGULATORY MATTERS See Item 1. Legal Proceedings - "Utility Rates and Regulatory Matters" in Part II of this report for information related to the Company's fuel cost adjustment procedure. ENVIRONMENTAL MATTERS Air Quality MERCURY EMISSION CONTROL RULEMAKING: As required by the 1990 amendments to the Federal Clean Air Act, the United States Environmental Protection Agency ("EPA") issued a regulatory determination in December 2000 that utility mercury emissions should be regulated. The EPA will develop draft rules within the next three years. In a separate action in June 2001, the Wisconsin Department of Natural Resources ("WDNR") developed draft mercury emission control rules that would affect electric utilities in Wisconsin. The draft rules call for 30%, 50% and 90% reductions in mercury air emissions over 5, 10 and 15 years, respectively. The draft rules also require offsets for new mercury-emitting generating facilities. Wisconsin's draft rules are not expected to be finalized before the end of 2001 and will likely be revised before being finalized. The Company is currently unable to predict the ultimate rules that will be developed and adopted by the EPA or the WDNR, nor is it able to predict the impacts, if any, that the EPA's and WDNR's mercury emission control rulemakings might have on the operations of its existing or potential coal-fired generating facilities. MARKET RISKS COMMODITY PRICE RISK: On July 12, 2001, the PSCW approved a commodity risk management program for the gas utility operations of Wisconsin Electric matching an established program at Wisconsin Gas. This program allows Wisconsin Electric to utilize call and put option contracts to reduce market risk associated with fluctuations in the price of natural gas purchases and gas in storage. Under the program, Wisconsin Electric has the ability to hedge up to 50% of its planned flowing gas and storage inventory volumes. The cost of applicable call and put option contracts, as well as gains or losses realized under the contracts, do not affect net income as they are fully recovered under the purchase gas adjustment clause of Wisconsin Electric's gas cost recovery mechanism. In addition, under a Gas Cost Incentive Mechanism, Wisconsin Electric uses derivative financial instruments to manage the cost of gas. The cost of these financial instruments, as well as any gains or losses on the contracts, are subject to sharing under the incentive mechanism. CAUTIONARY FACTORS This report and other documents or oral presentations contain or may contain forward-looking statements made by or on behalf of Wisconsin Electric. Such statements are based upon management's current expectations and are subject to risks and uncertainties that could cause Wisconsin Electric's 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 Electric's 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 electric 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 used 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 related to emissions from fossil-fueled power plants such as carbon dioxide, sulfur dioxide, nitrogen oxide, small particulates or mercury; 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. * 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 or the Company; 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, such as issuance of FAS 143 during the summer of 2001, 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. * Factors which impede execution of Wisconsin Energy's "Power the Future" strategy announced in September 2000 and revised in February 2001, including receipt of necessary state and federal regulatory approvals and amendment of applicable laws in the state of Wisconsin, and obtaining the investment capital from outside sources necessary to implement the strategy. * Other business or investment considerations that may be disclosed from time to time in Wisconsin Electric's or Wisconsin Energy's Securities and Exchange Commission filings or in other publicly disseminated written documents. Business Combination Factors * Unanticipated costs or difficulties related to the integration of the businesses of Wisconsin Energy and 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 ("PSCW") as a condition of approval of the merger. Wisconsin Electric undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. ***** For certain other information which may impact 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. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK For information concerning commodity price risks at Wisconsin Electric, see Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations - "Factors Affecting Results of Operations," in Part I of this report. For information concerning other 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 Electric's 2000 Annual Report on Form 10-K. 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 Electric's 2000 Annual Report on Form 10-K and Item 1, Legal Proceedings, in Part II of Wisconsin Electric's Quarterly Report on Form 10-Q for the period ended March 31, 2001. UTILITY RATES AND REGULATORY MATTERS Wisconsin Retail Jurisdiction FUEL COST ADJUSTMENT PROCEDURE: On June 4, 2001, the Wisconsin Industrial Energy Group and the Citizens Utility Board petitioned the Dane County Circuit Court for review of previously disclosed decisions of the PSCW authorizing Wisconsin Electric to add a surcharge to its electric rates to recover its expected 2001 fuel costs. The first decision was issued on February 8, 2001 and authorized an interim surcharge of $37.8 million on an annual basis subject to refund pending issuance of a final order. On May 3, 2001, the PSCW replaced the interim surcharge with a final, authorized fuel surcharge of $58.7 million on an annualized basis subject to refund if the revenues collected are in excess of the fuel costs actually incurred or if they generate excess earnings. The petitioners allege that the PSCW made various material errors of law and procedure as a result of which the Court should set aside both the interim and final orders and remand the case to the PSCW. The matter is pending. Wisconsin Electric intends to vigorously defend the PSCW's orders and believes the Court will affirm the PSCW's actions. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS The following Exhibits are filed with or incorporated by reference in this Form 10-Q report: Exhibit No. ----------- None (b) REPORTS ON FORM 8-K On April 5, 2001, Wisconsin Electric filed Amendment No. 1 on Form 8-K/A, dated as of March 30, 2001, to its Current Report on Form 8-K dated as of March 8, 2001 (filed on March 15, 2001) reporting a change in accountants. A Current Report on Form 8-K dated as of June 4, 2001 was filed by Wisconsin Electric on June 7, 2001 to report a lawsuit filed against the PSCW challenging the PSCW's decisions regarding interim and final rate increases authorizing Wisconsin Electric to recover its expected 2001 fuel costs. No other reports on Form 8-K were filed by Wisconsin Electric during the quarter ended June 30, 2001. SIGNATURES Pursuant to the requirements 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. WISCONSIN ELECTRIC POWER COMPANY -------------------------------- (Registrant) /s/ STEPHEN P. DICKSON ------------------------------------- Date: August 13, 2001 Stephen P. Dickson, Controller, Chief Accounting Officer and duly authorized officer