WISCONSIN ELECTRIC POWER CO - Quarter Report: 2002 September (Form 10-Q)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

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 (September 30, 2002):

Wisconsin Energy Corporation is the sole holder of Wisconsin Electric Power Company Common Stock.

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.

In April 2000, Wisconsin Energy acquired WICOR, Inc., which had a wholly-owned utility subsidiary, Wisconsin Gas Company ("Wisconsin Gas"). Subsequent to the acquisition, Wisconsin Electric and Wisconsin Gas combined common functions. In April 2002, the two companies began doing business under the trade name of "We Energies".

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 2001 Annual Report on Form 10-K.

WISCONSIN ELECTRIC POWER COMPANY
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)

Cautionary Factors:   A number of forward-looking statements are included in this document. When used, the terms "anticipate," "believe," "estimate," "expect," "forecast," "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 throughout this document and below in "Factors Affecting Results, Liquidity and Capital Resources".

Wisconsin Electric had net income of $69.3 million for the third quarter of 2002, a $3.9 million decrease when compared to the third quarter of 2001. This change in net income is primarily due to the following items:

A more detailed analysis of financial results follows.

The following table compares Wisconsin Electric's total electric utility operating revenues and gross margin during the third quarter of 2002 with similar information for the third quarter of 2001.

During the third quarter of 2002, total electric utility operating revenues increased by $13.8 million or 2.7% when compared with the third quarter of 2001. The increase was primarily due to a 2.4% increase in electric megawatt-hour sales during the third quarter of 2002, resulting from periods of warmer weather.

Electric gross margin increased 5.5% between the comparative periods primarily due to lower fuel and purchased power costs and favorable weather conditions in the third quarter of 2002. Between the comparative periods, total fuel and purchased power expenses decreased by $6.1 million or 4.1% primarily resulting from lower fuel prices and improved efficiencies in generation. These reductions were partially offset by the planned refueling of Unit 1 at the Point Beach Nuclear Plant which began in September of 2002 and was completed in mid-October. In addition, the cost of purchased power in the third quarter of 2002 was lower than it was in the third quarter of 2001 due to lower gas prices and additional availability of lower cost electricity in the Midwest.

The following table compares Wisconsin Electric's electric utility operating revenues and electric utility megawatt-hour sales by customer class during the third quarter of 2002 with similar information for the third quarter of 2001.

As noted above, total electric megawatt-hour sales increased by 2.4% during the third quarter of 2002 reflecting the impact of periods of warm weather, especially with respect to residential customers who are more weather sensitive than other customer classes. As measured by cooling degree days, the third quarter of 2002 was 19.6% warmer overall than the third quarter of 2001 and 23.7% warmer than normal. Sales volumes to large commercial/industrial customers, including Wisconsin Electric's largest customers, two iron ore mines, increased 2.5% between the comparative periods. Excluding these two mines, Wisconsin Electric's sales volumes to the remaining large commercial/industrial customers increased by 3.4%. Sales volumes for resale to other utilities, the Resale-Utilities customer class, declined 39.1% between the periods due to a reduced demand for wholesale power.

Traditionally the quarter ending September 30 has the lowest gross margin due to the lack of a heating load. A comparison follows of Wisconsin Electric's gas utility operating revenues, gross margin and gas deliveries during the third quarter of 2002 with similar information for the third quarter of 2001. Gross margin is a better performance indicator for the gas utility than changes in 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 margin increased by $0.9 million as gas operating revenues increased by $0.8 million or 2.0% while gas costs declined by $0.1 million or 0.4%.

For the three months ended September 30, 2002, gas gross margins by customer class improved when compared to the three months ended September 30, 2001. As can be seen in the table below, total therm deliveries for the third quarter of 2002 decreased 11.2% compared with the third quarter of 2001. While therm deliveries were down, an increase in the number of customers and a slight increase in rates led to an increase in margin.

The following table compares Wisconsin Electric's gas utility gross margins and natural gas therm deliveries by customer class during the third quarter of 2002 with similar information for the third quarter of 2001.

As noted above, total gas sales volumes decreased by 16.1% during the third quarter of 2002. This decrease was largely due to periods of warmer weather partially offset by deliveries to a higher average number of customers.

Other Operation and Maintenance Expenses:   Other operation and maintenance expenses increased by $27.9 million or 17.4% during the third quarter of 2002 when compared with the third quarter of 2001. In the third quarter of 2002, the Company recorded an expense of $8.65 million for the settlement of litigation with Giddings & Lewis Inc. In addition during the third quarter of 2002, other operation and maintenance expenses increased by $10.6 million related to the timing of the scheduled Unit 1 outage at Point Beach Nuclear Plant. No outage at Point Beach occurred during the same period in 2001. The Company also experienced higher pension and other medical benefit expenses for the third quarter of 2002. Reductions in general administrative expenses partially offset cost increases in other areas of the Company.

Depreciation, Decommissioning and Amortization:   Depreciation, Decommissioning and Amortization expenses increased by $1.3 million due to the impact of significant long-lived property additions in 2002 partially offset by the retirement of several shorter-lived intangible assets.

Other Income, Net:   Other Income for the third quarter of 2002 decreased by $2.8 million or 25.0% compared to the third quarter of 2001. In the third quarter of 2001, the Company accrued $8.0 million of interest income as a result of a favorable court ruling. Such interest was received in 2002. This decrease was partially offset by increased equity in earnings of an unconsolidated affiliate and other income recorded reflecting increased carrying costs on deferred charges.

Financing Costs:   Financing costs decreased by $3.5 million or 13.2% during the third quarter of 2002 due primarily to lower outstanding short-term debt balances and lower interest rates. The lower financing costs also reflect the benefits of the early retirement of long-term debt in the first quarter of 2002.

Wisconsin Electric's net income increased by $12.1 million or 7.1% between the first nine months of 2002 and the first nine months of 2001. The change in net income is primarily attributable to the following items:

The $45.0 million of improved electric margins primarily reflects a favorable sales mix brought about by increased residential sales due to a warm summer during 2002. In addition, the Company experienced lower fuel and purchased power costs due to lower natural gas and lower wholesale power prices. A more detailed analysis of financial results follows.

The following table compares Wisconsin Electric's total electric utility operating revenues and gross margin during the first nine months of 2002 with similar information for the first nine months of 2001.

During the first nine months of 2002, total electric utility operating revenues increased by $18.6 million or 1.3% when compared with the first nine months of 2001. In February and May 2001, Wisconsin Electric received increases in rates to cover increased fuel and purchased power costs. These increases favorably impacted revenues in the first nine months of 2002 by $11.6 million compared to 2001. Even with the increased fuel revenues, the Company estimates that it under-recovered fuel and purchased power costs by $5.6 million and $11.4 million for the nine months ended September 30, 2002 and 2001, respectively. Offsetting the impact of the rate increases, total megawatt-hour sales fell during the first nine months of 2002 due to a weak economy and warm winter weather in the first quarter of 2002 which countered the effects of periods of warmer weather in the second and third quarters of 2002.

Between the comparative periods, total fuel and purchased power expenses decreased by $26.4 million or 6.6% primarily due to lower natural gas and lower wholesale power prices. These reductions were partially offset by higher costs due to a larger number of planned outages during 2002 including a second refueling outage at Point Beach Nuclear Plant which began in the third quarter.

The following table compares Wisconsin Electric's electric utility operating revenues and electric utility megawatt-hour sales by customer class during the first nine months of 2002 with similar information for the first nine months of 2001.

Total electric megawatt-hour sales decreased by 1.8% during the first nine months of 2002 but varied within customer classes. Sales to residential and small commercial/industrial customers increased by 7.7% and 0.9%, respectively. Residential and small commercial/industrial customers were more sensitive to warmer weather during the summer of 2002 and contribute higher margins per megawatt-hour than other customer classes. Sales to Wisconsin Electric's largest commercial/industrial customers, two iron ore mines, declined 12.9% between the comparative periods due to the shutdown of a mine in the first quarter of 2002. Excluding these two mines, Wisconsin Electric's sales volumes to the remaining large commercial/industrial customers decreased by 0.5% between the comparative periods reflecting the weak economy in 2002. Sales for resale to other utilities, the Resale-Utilities customer class, declined 48.8% between the periods due to a reduced demand for wholesale power.

A comparison of Wisconsin Electric's gas utility operating revenues, gross margin and gas deliveries for the first nine months of 2002 and 2001 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. Gas margins increased by $2.6 million partially due to an increase in the average number of customers in the first nine months of 2002 and a slight rate increase. Total deliveries were 0.7% higher than the prior year.

Gas operating revenues declined by $107.5 million or 29.9% between the first nine months of 2002 and the first nine months of 2001 offset by a $110.1 million or 42.4% decrease in purchased gas costs. The decline in revenues and cost of gas sold were directly related to a decline in natural gas prices. On a year to date basis, the weighted average cost of gas declined from $5.85 during 2001 to $2.95 during 2002. As noted above, such gas cost decreases do not affect the margin earned on each therm of gas delivered as a result of the Company's gas cost recovery mechanisms. Gas gross margin increased $2.6 million partially due to a rate increase that became effective December 20, 2001. In addition, in the first nine months of 2002 deliveries to a higher average number of customers favorably impacted the fixed component of operating revenues that is not affected by decreased volumes. These increases were partially offset by the decrease in gas sale therm deliveries reflecting fewer heating degree days in 2002 compared with the first nine months of 2001.

The following table compares Wisconsin Electric's gas utility gross margins and natural gas therm deliveries by customer class during the first nine months of 2002 with similar information for the first nine months of 2001.

During the first nine months of 2002, total therm deliveries of natural gas increased by 0.7% but varied within customer classes. Volume deliveries for the residential class increased by 0.2% and commercial/industrial customer classes decreased by 5.6% primarily reflecting the offsetting impacts of periods of warmer than normal and cooler than normal weather conditions between the first nine months of 2002 compared to a similar period in 2001. These variations to total therm deliveries were also impacted by changes in the customer counts.

Depreciation, Decommissioning and Amortization:   Depreciation, Decommissioning and Amortization expenses increased by $2.9 million due to the impact of significant long-lived property additions in 2002 partially offset by the retirement of several shorter-lived intangible assets.

Other Income, Net:   Other Income decreased by $6.6 million due primarily to one-time costs of $5.3 million from the early repayment of $103.4 million of long-term debt during the first nine months of 2002 and to an $8.0 million interest income accrual recorded in 2001 related to litigation offset partially by increased equity in earnings of an unconsolidated affiliate.

Financing Costs:   Financing costs decreased by $12.3 million or 14.9% during the first nine months of 2002 due partially to lower outstanding short-term debt balances, lower interest rates and reduced interest costs due to the $103.4 million long-term debt redemption in January 2002.

The following summarizes Wisconsin Electric's cash flows during the first nine months of 2002 and 2001:

Cash provided by operating activities increased to $600.3 million during the first nine months of 2002 compared with $438.0 million during the same period in 2001. This increase was mainly due to the return of a $100 million deposit plus accrued interest as a result of a favorable court ruling (See Note 6 in Item 1) plus increased earnings and a decline in working capital needs during the first nine months of 2002 as a result of lower natural gas prices and weather conditions.

During the first nine months of 2002, Wisconsin Electric had net cash outflows for investing activities of $289.2 million as compared to $153.4 million in 2001. For the nine months ended September 30, 2002 and 2001, capital expenditures totaled $249.1 million and $235.7 million, respectively. Due to the timing of refueling outage schedules at Point Beach Nuclear Plant, the Company spent $13.2 million more on the acquisition of nuclear fuel between the comparative periods. In addition, during the first nine months of 2001, the Company received $105.4 million as a return of investment in the American Transmission Company LLC, the entity to which the Company transferred its electric utility transmission system assets on January 1, 2001.

During the nine months ended September 30, 2002, Wisconsin Electric used $326.8 million for financing activities compared with $266.3 million during the first nine months of 2001. The primary uses of cash in the first nine months of 2002 included $134.7 million for dividends paid on common stock, $129.1 million for the repayment of long-term debt and $96.8 million for the repayment of short-term debt. In January 2002, the Company retired $103.4 million of long-term debt with a weighted average interest rate of 8.4% and refinanced it through short-term debt at lower interest rates.

Cash requirements during the remaining three months of 2002 are expected to be met through a combination of internal sources of funds from operations, short-term borrowings and existing lines of credit supplemented through the sale of debt securities. Wisconsin Electric, is planning to issue debt securities later this year, subject to regulatory approval. The proceeds from the issue will be used to refinance $225 million of high-coupon debt and to refund $150 million of maturing debt.

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.

As of September 30, 2002, Wisconsin Electric had approximately $230 million of available unused lines of bank back-up credit facilities. The Company had approximately $75.6 million of total short-term debt outstanding on such date.

Wisconsin Electric reviews its bank back-up credit facility needs on an ongoing basis and expects to be able to maintain adequate credit facilities to support its operations.

On June 26, 2002, Wisconsin Electric entered into an unsecured 364 day $230 million bank back-up credit facility to replace a credit facility that was expiring. The credit facility may be extended for an additional 364 days, subject to lender agreement.

The following table shows Wisconsin Electric's capitalization structure at September 30, 2002 and at December 31, 2001:

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's, Moody's and Fitch's current outlook for Wisconsin Electric is Stable.

Wisconsin Electric believes these ratings should provide a significant degree of flexibility in obtaining funds on competitive terms. However, these security ratings 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 during the remainder of 2002 are expected to be principally for utility plant additions and long-and short-term debt retirements. Wisconsin Electric's 2002 annual capital expenditure forecast is approximately $360 million.

Pension Investments:   The Company has funded its pension obligations in outside trusts. During 2002, the pension investments in the trusts have performed consistent with the stock market which has resulted in double digit negative returns. In addition, interest rates have fallen, which results in a higher discounted pension obligation. Under accounting rules, a company must record a minimum pension liability if the Accumulated Benefit Obligation exceeds the fair value of pension assets at the end of the year.

The Company has received projections from its actuaries which indicate that the Company may have to record a minimum pension liability as of December 31, 2002 if the pension assets continue to have negative returns in 2002 and the Company chooses not to make a contribution to the pension plan. The minimum pension liability would result in a non-cash charge to shareholders equity which, if the annual losses on pension assets are 10% to 20%, could be between $50 million to $70 million after tax during 2002.

Alternatively, the Company could make a contribution to the plan by December 31, 2002 which would eliminate the underfunded status of the plan. If the annual losses on pension assets are 10% to 20%, the net cash outflow could total between $15 million to $45 million after tax.

The Company is currently evaluating whether it will further fund the pension plan or take the non-cash charge to shareholders equity.

Financial Instruments:   Wisconsin Electric is a party to various financial instruments with off-balance sheet risk as a part of its normal course of business, including financial guarantees and letters of credit which support construction projects, commodity contracts and other payment obligations. As of September 30, 2002, the Company's estimated maximum exposure under such agreements has not changed significantly compared to December 31, 2001. In addition, the Company believes the likelihood is remote that material payments will be required under these agreements.

Contractual Obligations/Commercial Commitments:   Total contractual obligations and other commercial commitments for Wisconsin Electric as of September 30, 2002 declined compared with December 31, 2001 mainly due to the early repayment of $103.4 million of long-term debt. Other changes since December 31, 2001 are consistent with normal business operations. Obligations for utility operations by Wisconsin Electric have historically been included as part of the rate making process and are therefore generally recoverable from customers.

Power the Future Strategy:   This strategy is designed to increase the electric generating capacity in the state of Wisconsin while maintaining a fuel diverse, reasonably priced electric supply. It also is designed to improve the delivery of energy within Wisconsin Energy's distribution systems to meet increasing customer demands, make upgrades, including environmental improvements, to Wisconsin Electric's existing power plants, increase the amount of power provided from renewable energy sources, and fund various customer energy-efficiency improvements. Implementation of Wisconsin Energy's Power the Future strategy is subject to a number of regulatory approvals. In October 2001, the PSCW issued a declaratory ruling finding, among other things, that it was prudent to proceed with Power the Future prior to receiving a Certificate of Public Convenience and Necessity ("CPCN") and for the Company to incur associated pre-certification expenses, which are then subject to review by the PSCW prior to recovery.

The application for a CPCN for the Power the Future project was filed with the PSCW in February of 2002. In April of 2002, the PSCW authorized the CPCN approval process to be bifurcated by fuel source, which may expedite the issuance of a CPCN certificate for the Port Washington combined cycle gas project. Correspondingly, on April 25, 2002 the CPCN application for the Port Washington Generating Station was deemed complete by the PSCW. Testimony regarding the Port Washington Generating Station has been filed with the PSCW, and the CPCN hearings were held in September 2002. The City of Port Washington approved the Port Washington Generating Station project at the local level, issuing a conditional use permit in September 2002 to construct the Port Washington Generating Station. A verbal decision is expected from the PSCW in November of 2002 with the written decision to follow in December of 2002.

The staffs of the PSCW and the Wisconsin Department of Natural Resources ("WDNR") have requested supplementary information to the coal-based Elm Road CPCN application. The information is currently being prepared for submittal. Under the current schedule, Wisconsin Energy hopes to receive CPCN approval for the Elm Road project in 2003. Wisconsin Energy continues to work with the PSCW and the WDNR to obtain all required permits and project approvals.

Midwest Independent Power Suppliers Coordination Group ("MWIPS"), an unincorporated association of independent power producers, has filed a Petition for Judicial Review with the Dane County Circuit Court. MWIPS has asked the Circuit Court to reverse and remand to the PSCW the October 2001 declaratory ruling.

Wisconsin Electric has filed its Notice of Appearance and Statement of Position asking that the declaratory ruling be upheld and the Petition for Judicial Review be dismissed. Wisconsin Electric and the PSCW both filed a Motion to Dismiss on the grounds that MWIPS did not have standing to bring the review proceeding. The Dane County Circuit Court concluded that MWIPS had standing to bring the review proceeding. The Dane County Circuit Court has not addressed the merits of the Petition nor established a briefing schedule. The Company believes these claims lack merit and does not believe that this proceeding will adversely affect implementation of Power the Future.

In July 2002, Wisconsin Energy signed a Memorandum of Understanding ("MOU") with the Customers First! Coalition, The Wisconsin Industrial Energy Group, the Wisconsin Initiative Seeking Energy Reform and the Citizens' Utility Board amending key financial aspects of the Power the Future proposal. The Memorandum of Understanding solidifies support for the project among coalition members and may further facilitate PSCW approval of the Power the Future project.