UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT
(DATE OF EARLIEST EVENT REPORTED): February 25, 2005
IRS Employer
Commission Registrant; State of Incorporation; Identification
File Number Address; and Telephone Number Number
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1-13739 UNISOURCE ENERGY CORPORATION 86-0786732
(An Arizona Corporation)
One South Church Avenue, Suite 100
Tucson, AZ 85701
(520) 571-4000
1-5924 TUCSON ELECTRIC POWER COMPANY 86-0062700
(An Arizona Corporation)
One South Church Avenue, Suite 100
Tucson, AZ 85701
(520) 571-4000
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01 - OTHER EVENTS
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FISCAL YEAR 2004 EARNINGS
On February 7, 2005, UniSource Energy Corporation ("UniSource Energy")
reported earnings for 2004 of $45 million, or $1.30 per share of UniSource
Energy common stock. UniSource Energy also announced that its board of directors
has increased its quarterly dividend by 19 percent to $0.19 per share.
The audit of the financial results of UniSource Energy for the year ended
December 31, 2004 is not yet complete. Subsequent to reporting its earnings,
UniSource Energy has determined in the course of the audit that certain noncash
adjustments to its reported earnings for 2004 will be made which will increase
earnings for 2004 to $46 million, or $1.34 per share of UniSource Energy common
stock. The increase in earnings for 2004 results from a recalculation of
depreciation and interest expense related to a capitalized lease transaction
which has debt that was refinanced in 1999 and 2003. The net cumulative amounts
recorded since 1999 for depreciation and interest expense for this lease were
overstated by $1 million. UniSource Energy determined that the impact of these
adjustments on current and prior year results was not material and, as a result,
has recorded the amount in the fourth quarter of 2004. The earnings of Tucson
Electric Power Company ("TEP"), UniSource Energy's principal subsidiary, for
2004 described below also have been adjusted from those previously reported as a
result of these recalculations.
In 2004, TEP had earnings of $46 million, or $1.34 per share of UniSource
Energy common stock, compared to 2003 earnings of $129 million, or $3.81 per
share of UniSource Energy common stock. Excluding the impact of adopting FAS
143, TEP's earnings in 2003 were $61 million, or $1.82 per share of UniSource
Energy common stock. TEP's earnings in 2003 also include the recognition of $15
million in tax benefits related to net operating losses and investment tax
credits from prior years.
Notwithstanding the adjustments to UniSource Energy's 2004 earnings and
results of operations described above, the audit of UniSource Energy's financial
results for the year ended December 31, 2004 continues and is not yet complete.
Therefore, the results for the quarter and the year ended December 31, 2004
remain subject to change until completion of the audit.
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.
Date: February 25, 2005 UNISOURCE ENERGY CORPORATION
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(Registrant)
/s/ Kevin P. Larson
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Vice President and Principal
Financial Officer
Date: February 25, 2005 TUCSON ELECTRIC POWER COMPANY
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(Registrant)
/s/ Kevin P. Larson
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Vice President and Principal
Financial Officer