1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) - ----- OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 1994 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) - ----- OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ------------- ------------- Commission file number 1-1245 WISCONSIN ELECTRIC POWER COMPANY (Exact name of registrant as specified in its charter) Wisconsin 39-0476280 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 231 West Michigan Street, P.O. Box 2046, Milwaukee, Wisconsin 53201 (Address of principal executive offices) (Zip Code) (414) 221-2345 (Registrant's telephone number, including area code) 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 the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at November 1, 1994 -------------------------- ------------------------------- $10 Par Value Common Stock 33,289,327 Shares 2 FORM 10-Q WISCONSIN ELECTRIC POWER COMPANY PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS WISCONSIN ELECTRIC POWER COMPANY CONDENSED INCOME STATEMENT (Unaudited) Three Months Ended Nine Months Ended September 30 September 30 ------------------ ------------------ 1994 1993 1994 1993 ------ ------ ------ ------ (Thousands of Dollars) Operating Revenues Electric $361,735 $354,126 $1,056,249 $1,008,742 Steam 1,214 1,310 10,640 9,761 -------- -------- --------- -------- Total Operating Revenues 362,949 355,436 1,066,889 1,018,503 Operating Expenses Fuel 73,061 66,799 217,022 195,340 Purchased power 11,722 12,557 33,356 43,431 Other operation expenses 85,249 87,916 262,993 257,419 Maintenance 28,049 32,334 88,681 107,949 Revitalization - - 63,500 - Depreciation 40,680 38,795 119,740 112,596 Taxes other than income taxes 17,000 17,307 54,081 52,269 Federal income tax 25,911 24,237 62,194 53,087 State income tax 6,014 5,478 14,623 12,632 Deferred income taxes - net 1,928 2,515 (12,566) 7,443 Investment tax credit - net (1,021) (991) (3,061) (2,972) -------- -------- -------- -------- Total Operating Expenses 288,593 286,947 900,563 839,194 Operating Income 74,356 68,489 166,326 179,309 Other Income and Deductions Interest income 3,117 3,552 8,645 10,892 Allowance for other funds used during construction 1,358 1,946 4,119 6,120 Miscellaneous - net 2,254 2,394 6,275 6,946 Income taxes (531) (772) (1,255) (2,671) -------- -------- -------- -------- Total Other Income and Deductions 6,198 7,120 17,784 21,287 Income Before Interest Charges 80,554 75,609 184,110 200,596 Interest Charges Interest expense 25,210 23,907 75,623 73,678 Allowance for borrowed funds used during construction (767) (1,099) (2,327) (3,417) -------- -------- -------- -------- Total Interest Charges 24,443 22,808 73,296 70,261 -------- -------- -------- -------- Net Income 56,111 52,801 110,814 130,335 Preferred Stock Dividend Requirement 301 1,094 1,050 3,987 -------- -------- -------- -------- Earnings Available for Common Stockholder $ 55,810 $ 51,707 $109,764 $126,348 ======== ======== ======== ======== Note - Earnings and dividends per share of common stock are not applicable because all of the company's common stock is owned by Wisconsin Energy Corporation. See accompanying notes to financial statements. -2- 3 WISCONSIN ELECTRIC POWER COMPANY FORM 10-Q CONDENSED BALANCE SHEET (Unaudited) September 30, 1994 December 31, 1993 ------------------ ----------------- (Thousands of Dollars) Assets ------ Utility Plant Electric $4,260,835 $4,079,794 Steam 40,148 39,113 Accumulated provision for depreciation (1,892,806) (1,784,110) ---------- ---------- 2,408,177 2,334,797 Construction work in progress 190,837 208,834 Nuclear fuel - net 52,869 52,665 ---------- ---------- Net Utility Plant 2,651,883 2,596,296 Other Property and Investments 392,954 375,457 Current Assets Cash and cash equivalents 26,274 13,421 Accounts receivable 85,767 91,849 Accrued utility revenues 88,687 89,306 Materials, supplies and fossil fuel 125,674 127,312 Prepayments and other assets 51,519 53,812 ---------- ---------- Total Current Assets 377,921 375,700 ---------- ---------- Deferred Charges and Other Assets Accumulated deferred income taxes 117,092 97,788 Other 238,981 248,315 ---------- ---------- Total Deferred Charges and Other Assets 356,073 346,103 ---------- ---------- Total Assets $3,778,831 $3,693,556 ========== ========== Capitalization and Liabilities ------------------------------ Capitalization Common stock $ 502,566 $ 472,566 Retained earnings 931,742 927,120 ---------- ---------- Total Common Stock Equity 1,434,308 1,399,686 Preferred stock - redemption not required 30,451 30,451 Preferred stock - redemption required - 5,250 Long-term debt 1,186,448 1,188,744 ---------- ---------- Total Capitalization 2,651,207 2,624,131 Current Liabilities Long-term debt due currently 17,974 19,254 Short-term debt 143,226 117,903 Accounts payable 66,523 81,630 Accrued liabilities 55,459 61,775 Other 21,222 13,238 ---------- ---------- Total Current Liabilities 304,404 293,800 Deferred Credits and Other Liabilities Accumulated deferred income taxes 443,041 444,717 Other 380,179 330,908 ---------- ---------- Total Deferred Credits and Other Liabilities 823,220 775,625 ---------- ---------- Total Capitalization and Liabilities $3,778,831 $3,693,556 ========== ========== <FN> See accompanying notes to financial statements. -3- 4 FORM 10-Q WISCONSIN ELECTRIC POWER COMPANY STATEMENT OF CASH FLOWS (Unaudited) Nine Months Ended September 30 ------------------------------ 1994 1993 ---- ---- (Thousands of Dollars) Operating Activities: Net income $110,814 $130,335 Reconciliation to cash: Depreciation 119,740 112,596 Nuclear fuel expense - amortization 16,775 16,534 Conservation expense - amortization 17,705 11,358 Debt premium, discount & expense - amortization 10,477 9,143 Revitalization - net 46,890 - Deferred income taxes - net (12,566) 7,443 Investment tax credit - net (3,061) (2,972) Allowance for other funds used during construction (4,119) (6,120) Change in: Accounts receivable 6,082 (8,364) Inventories 1,638 948 Accounts payable (15,107) (7,144) Other current assets 2,912 23,345 Other current liabilities 1,668 11,775 Other (5,663) (363) -------- -------- Cash Provided by Operating Activities 294,185 298,514 Investing Activities: Construction expenditures (172,316) (199,662) Allowance for borrowed funds used during construction (2,327) (3,417) Nuclear fuel (18,809) (12,706) Nuclear decommissioning trust (7,732) (9,018) Conservation investments - net (11,333) (22,214) Other (8,407) (537) -------- -------- Cash Used in Investing Activities (220,924) (247,554) Financing Activities: Sale of long-term debt 11,079 350,999 Retirement of long-term debt (15,614) (316,945) Change in short-term debt 25,323 (2,790) Stockholder contribution 30,000 - Retirement of preferred stock (5,250) (65,504) Dividends on stock - common (104,867) (48,750) - preferred (1,079) (4,340) -------- -------- Cash Used in Financing Activities (60,408) (87,330) -------- -------- Change in Cash and Cash Equivalents $ 12,853 $(36,370) ======== ======== Supplemental Information Disclosures: Cash Paid for: Interest (net of amount capitalized) $ 65,385 $ 59,129 Income taxes 102,750 71,788 <FN> See accompanying notes to financial statements. - 4 - 5 FORM 10-Q WISCONSIN ELECTRIC POWER COMPANY ---------------------------------- NOTES TO FINANCIAL STATEMENTS (Unaudited) 1. The accompanying unaudited financial statements should be read in conjunction with the company's 1993 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 the company have been included in the accompanying income statement and balance sheet. The results of operations for the three months and nine months ended September 30, 1994 are not, however, necessarily indicative of the results which may be expected for the year 1994 because of seasonal and other factors. 2. In the first quarter of 1994, Wisconsin Electric Power Company recorded a $63.5 million charge related to its revitalization program. The charge reflects primarily the costs of voluntary severance and early retirement packages which are being used to reduce employee staffing levels. - 5 - 6 FORM 10-Q WISCONSIN ELECTRIC POWER COMPANY ---------------------------------- PART I - FINANCIAL INFORMATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES Cash provided by Wisconsin Electric Power Company's ("Wisconsin Electric") operating activities totaled $294 million during the nine months ended September 30, 1994. This compares to $299 million provided during the same period in 1993. Wisconsin Electric's investing activities totaled $221 million for the nine months ended September 30, 1994 compared to $248 million during the same period in 1993. Investments during the first three quarters of 1994 include $172 million for the construction of new or improved facilities, $19 million for acquisition of nuclear fuel, $11 million for net capitalized conservation expenditures and $8 million for payments to an external trust for the eventual decommissioning of Wisconsin Electric's Point Beach Nuclear Plant. Capital requirements for the remainder of 1994 are expected to be principally for construction expenditures, capitalized conservation programs and payments to the external trust for the eventual decommissioning of the Point Beach Nuclear Plant. A $100 million long-term debt issue, originally planned for 1994, has been deferred until 1995. The specific form, amount and timing of debt securities to be issued have not yet been determined and will depend, to a large extent, on market conditions. RESULTS OF OPERATIONS Third Quarter Results: Earnings increased $4.1 million during the third quarter of 1994 compared to the same period in 1993, largely the result of an increase of 4.6% in kilowatt-hour sales and a decrease in non-fuel operation and maintenance expenses. Revenues rose 2.1% in the quarter compared to 1993. Revenues from sales to the Empire and Tilden iron ore mines, the company's two largest customers, increased by $5.7 million or 41% from the year earlier period. Revenues from the mines were below normal in 1993 due to a five week employee strike at the mines while revenues are above normal in 1994 due to strong demand for iron ore. Maintenance expenses decreased 13.3% during the period largely because of reduced expenditures made in connection with the Port Washington Power Plant, as three years of renovation work at this facility were completed. Other operation expenses during the second quarter of 1994 decreased 3.0% on a comparative basis reflecting, among other things, savings attributable to the "Revitalization" program undertaken at Wisconsin Electric. The Revitalization efforts being implemented are designed to increase efficiencies, reduce costs and improve customer service in order to position the company for success in the emerging competitive utility environment. An annualized $16,179,000 or 1.3%, Wisconsin retail electric fuel adjustment rate decrease became effective on August 4, 1994. - 6 - 7 FORM 10-Q WISCONSIN ELECTRIC POWER COMPANY ---------------------------------- PART I - FINANCIAL INFORMATION (Cont'd) RESULTS OF OPERATIONS - Cont'd ELECTRIC SALES Three Months Ended September 30 ------------------------------- Electric Sales - Megawatt Hours 1994 1993 % Change - ------------------------------- ---------- ---------- -------- Residential 1,699,442 1,719,932 (1.2) Small Commercial and Industrial 1,721,476 1,693,492 1.7 Large Commercial and Industrial 2,803,350 2,457,109 14.1 Other 382,146 420,227 (9.1) ---------- ---------- Total Retail and Municipal 6,606,414 6,290,760 5.0 Resale-Utilities 368,341 378,055 (2.6) ---------- ---------- Total Sales 6,974,755 6,668,815 4.6 - ------------------------------- Total electric kilowatt-hour sales increased in the quarter primarily the result of sales to the Empire and Tilden mines. Sales to the mines increased 76% in the quarter compared to the third quarter of 1993 due to the five week mine employee strike in 1993 and strong demand for iron ore in 1994 as described above. Excluding the mines, total sales increased less than 1% and sales to all other large commercial and industrial customers increased 3.8% in the quarter compared to the same period in 1993. Year-to-Date Results: Earnings decreased $17 million during the nine months ended September 30, 1994 compared to the same period during 1993 primarily reflecting a non-recurring restructuring charge of approximately $39 million (net of tax) incurred during the first quarter of 1994 as part of the "Revitalization" program undertaken at Wisconsin Electric. This charge includes the cost of voluntary severance and early retirement packages used to reduce employee staffing levels by up to 1,000 employees. It is anticipated that this charge will be offset by the end of 1995 through savings in operation and maintenance costs. The ultimate timing of the cash flows for this item will depend in part upon the funding limitations of the Wisconsin Electric pension plans, $16.5 million have been paid through September 30, 1994. Excluding the non-recurring charge, earnings would have increased approximately $22 million during the nine month period ended September 30, 1994 compared to the same period during 1993. Contributing positively to earnings during the first three quarters of 1994 were increased kilowatt-hour sales and an 18% reduction in maintenance expenses. Operating revenues increased 4.8% during the nine months ended September 30, 1994 compared to the same period during 1993, reflecting the increase in electricity sales. - 7 - 8 FORM 10-Q WISCONSIN ELECTRIC POWER COMPANY ---------------------------------- PART I - FINANCIAL INFORMATION (Cont'd) ELECTRIC SALES Nine Months Ended September 30 --------------------------- Electric Sales - Megawatt Hours 1994 1993 % Change - ------------------------------- ---------- ---------- -------- Residential 4,967,637 4,880,951 1.8 Small Commercial and Industrial 5,040,837 4,779,170 5.5 Large Commercial and Industrial 7,877,608 7,327,270 7.5 Other 1,218,405 1,349,643 (9.7) ---------- ---------- Total Retail and Municipal 19,104,487 18,337,034 4.2 Resale-Utilities 1,168,490 814,822 43.4 ---------- ---------- Total Sales 20,272,977 19,151,856 5.9 - ------------------------------- Total electric kilowatt-hour sales during the first nine months of 1994 were positively impacted by, among other things, substantially warmer weather conditions during the second quarter of 1994 and colder weather conditions during the first quarter of 1994 and increased sales to the Empire and Tilden mines as previously described. As measured by cooling degree days, the first three quarters of 1994 was 39% warmer than normal and 34% warmer than 1993. As measured by heating degree days, the first quarter of 1994 was 9% colder compared to the same period during 1993. Electric energy sales to the Empire and Tilden iron ore mines increased 20.2% during the nine months ended September 30, 1994 compared to the same period during 1993 due to the mine employee strike in 1993 and strong demand for iron ore in 1994 as described above. Excluding the mines, total electric sales increased 4.7% and sales to all other large commercial and industrial customers increased 4.4% during the nine months ended September 30, 1994 compared to the same period during 1993. For certain other information which may impact Wisconsin Electric's future financial condition or results of operations, see ITEM 1. LEGAL PROCEEDINGS and ITEM 5. OTHER INFORMATION in Part II. PART II - OTHER INFORMATION ITEM 5. OTHER INFORMATION POINT BEACH NUCLEAR POWER PLANT Public hearings before the PSCW concluded on October 28, 1994, on WE's application for dry storage of spent nuclear fuel and steam generator replacement at Point Beach Nuclear plant. WE's application requests additional spent fuel storage by 1995. The estimated cost of the proposed dry storage facility is about $10 million. WE is also seeking approval for new steam generators to improve the capacity of Unit 2. The cost of this project is estimated to be about $120 million. A decision is expected from the PSCW by early 1995. - 8 - 9 FORM 10-Q WISCONSIN ELECTRIC POWER COMPANY ---------------------------------- PART I - FINANCIAL INFORMATION (Cont'd) ELECTRIC SALES - Cont'd PSCW TO INVESTIGATE CHANGES IN UTILITY REGULATION On September 8, 1994, the Public Service Commission of Wisconsin ("PSCW") issued a notice that it will conduct an investigation into the state of the electric utility industry in Wisconsin, particularly its institutional structure and regulatory regime, in order to evaluate what changes would be beneficial for Wisconsin. The notice states that this investigation may result in profound and fundamental changes to the nature and regulation of the electric utility industry in Wisconsin. It is the PSCW's stated intention that this proceeding will establish criteria and direction for utilities to incorporate into any proposals involving structural or regulatory change they may put forward. The PSCW also intends that the proceeding reflect input from all those having a stake in Wisconsin's electric utility industry, including large and small retail customers; wholesale customers; utility management; utility securities holders; independent power producers; purveyors of demand- side options and renewable resources; representatives of the environmental, financial, academic, labor, small business and governmental communities; and elected representatives. The PSCW has invited interested persons to submit comments as to appropriate objectives for regulation of the electric utility industry and the utility structures and regulatory approaches likely to provide the best balance of such objectives. An initial question and answer session on these submissions has been scheduled for November 28, 1994. On November 1, 1994, Wisconsin Electric submitted its comments to the PSCW in a twenty page paper describing a framework for a restructured industry. Wisconsin Electric's view of industry restructuring would seek to achieve the benefits of competition while maintaining reliability of electric service, controlling costs during the transition to the envisioned end-state, and protecting the environment with increasing vigor. Today's various electric utility functions would be split into two major categories--natural monopolies and competitive entities. The natural monopolies are functions where a single entity can provide the lowest cost. The competitive entities would perform functions where competition can provide the lowest cost. The natural monopolies would be re-regulated so the appropriate incentives exist to provide electricity at reasonable prices. The competitive entities would eventually see an elimination of traditional regulation. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits. The following Exhibit is filed with this report: (27) Wisconsin Electric Power Company Financial Data Schedule for the nine months ended September 30, 1994. (b) Reports on Form 8-K: No current reports on Form 8-K were filed in the quarter ended September 30, 1994. - 9 - 10 FORM 10-Q WISCONSIN ELECTRIC POWER COMPANY ---------------------------------- 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/ J. W. Boston -------------------------------------- Date: November 14, 1994 J. W. Boston, President and Chief Operating Officer s/ A. K. Klisurich -------------------------------------- Date: November 14, 1994 A. K. Klisurich, Controller (Chief Accounting Officer) - 10 - 11 WISCONSIN ELECTRIC POWER COMPANY ---------------------------------- EXHIBIT INDEX Quarterly Report on Form 10-Q For the Quarter Ended September 30, 1994 Exhibit Number - ------- (27) Wisconsin Electric Power Company Financial Data Schedule for the nine months ended September 30, 1994. - 11 -