2009 WEC Q2 10-Q

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, 2009

Commission

Registrant; State of Incorporation

IRS Employer

File Number

Address; and Telephone Number

Identification No.

     
     
     

001-09057

WISCONSIN ENERGY CORPORATION

39-1391525

 

(A Wisconsin Corporation)

 
 

231 West Michigan Street

 
 

P.O. Box 1331

 
 

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 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 by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes[X]    No[  ]


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

                                 Large accelerated filer [X]                                 Accelerated filer [  ]
                                 Non-accelerated filer [  ] (Do not                      Smaller reporting company [  ]
                                     check if a smaller reporting company)


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes [  ]    No [X]

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date (June 30, 2009):

Common Stock, $.01 Par Value,

116,911,980 shares outstanding.




 

 

 

 

 

WISCONSIN ENERGY CORPORATION

 
 

                                    

 
     
 

FORM 10-Q REPORT FOR THE QUARTER ENDED JUNE 30, 2008

 
     
     
     
 

TABLE OF CONTENTS

 

Item

 

Page

     
 

Introduction

7

     
 

Part I -- Financial Information

 
     

1.

Financial Statements

 
     
 

    Consolidated Condensed Income Statements

8

     
 

    Consolidated Condensed Balance Sheets

9

     
 

    Consolidated Condensed Statements of Cash Flows

10

     
 

    Notes to Consolidated Condensed Financial Statements

11

     

2.

Management's Discussion and Analysis of

 
 

    Financial Condition and Results of Operations

27

     

3.

Quantitative and Qualitative Disclosures About Market Risk

50

     

4.

Controls and Procedures

51

     
 

Part II -- Other Information

 
     

1.

Legal Proceedings

51

     

1A.

Risk Factors

52

     

2.

Unregistered Sales of Equity Securities and Use of Proceeds

52

     

4.

Submission of Matters to a Vote of Security Holders

53

     

5.

Other Information

54

     

6.

Exhibits

55

 

Signatures

56


2


 

DEFINITION OF ABBREVIATIONS AND INDUSTRY TERMS

The abbreviations and terms set forth below are used throughout this report and have the meanings assigned to them below:

Wisconsin Energy Subsidiaries and Affiliates

Primary Subsidiaries

Edison Sault

Edison Sault Electric Company

We Power

W.E. Power, LLC

Wisconsin Electric

Wisconsin Electric Power Company

Wisconsin Gas

Wisconsin Gas LLC

Significant Assets

OC 1

Oak Creek expansion Unit 1

OC 2

Oak Creek expansion Unit 2

PWGS

Port Washington Generating Station

PWGS 1

Port Washington Generating Station Unit 1

PWGS 2

Port Washington Generating Station Unit 2

Other Affiliates

ERS

Elm Road Services, LLC

Minergy

Minergy LLC

Wispark

Wispark LLC

Federal and State Regulatory Agencies

EPA

United States Environmental Protection Agency

FERC

Federal Energy Regulatory Commission

IRS

Internal Revenue Service

MPSC

Michigan Public Service Commission

PSCW

Public Service Commission of Wisconsin

SEC

Securities and Exchange Commission

Environmental Terms

ANPR

Advanced Notice of Proposed Rulemaking

BART

Best Available Retrofit Technology

BTA

Best Technology Available

CAA

Clean Air Act

CAIR

Clean Air Interstate Rule

CAMR

Clean Air Mercury Rule

CAVR

Clean Air Visibility Rule

CWA

Clean Water Act

NAAQS

National Ambient Air Quality Standards

NOx

Nitrogen Oxide

PM2.5

Fine Particulate Matter

RACT

Reasonably Available Control Technology

SIP

State Implementation Plan

SO2

Sulfur Dioxide

WPDES

Wisconsin Pollution Discharge Elimination System

Other Terms and Abbreviations

ARRs

Auction Revenue Rights

Bechtel

Bechtel Power Corporation

Compensation Committee

Compensation Committee of the Board of Directors

CPCN

Certificate of Public Convenience and Necessity


3


Energy Policy Act

Energy Policy Act of 2005

ERISA

Employee Retirement Income Security Act of 1974

FNTP

Full Notice To Proceed

FTRs

Financial Transmission Rights

Junior Notes

Wisconsin Energy's 2007 Series A Junior Subordinated Notes due 2067 issued in May 2007

LMP

Locational Marginal Price

LSEs

Load Serving Entities

MISO

Midwest Independent Transmission System Operator, Inc.

MISO Energy Markets

MISO Energy and Operating Reserves Markets

OTC

Over-the-Counter

Plan

The Wisconsin Energy Corporation Retirement Account Plan

Point Beach

Point Beach Nuclear Power Plant

PTF

Power the Future

PSEG

Public Service Enterprise Group

RSG

Revenue Sufficiency Guarantee

RTO

Regional Transmission Organization

Measurements

Btu

British Thermal Unit(s)

Dth

Dekatherm(s) (One Dth equals one million Btu)

MW

Megawatt(s) (One MW equals one million watts)

MWh

Megawatt-hour(s)

Watt

A measure of power production or usage

Accounting Terms

AFUDC

Allowance for Funds Used During Construction

CWIP

Construction Work in Progress

FASB

Financial Accounting Standards Board

FIN

FASB Interpretation

FSP

FASB Staff Position

GAAP

Generally Accepted Accounting Principles

OPEB

Other Post-Retirement Employee Benefits

SFAS

Statement of Financial Accounting Standards

Accounting Pronouncements

FIN 46(R)

Consolidation of Variable Interest Entities (Revised 2003)

FSP SFAS 107-1

Interim Disclosures about Fair Value of Financial Instruments

FSP SFAS 115-2

Recognition and Presentation of Other-Than-Temporary Impairments

FSP SFAS 132 (R)-1

Employers' Disclosures about Post-retirement Benefit Plan Assets

FSP SFAS 157-2

Effective Date of SFAS 157

FSP SFAS 157-4

Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly

SFAS 133

Accounting for Derivative Instruments and Hedging Activities

SFAS 157

Fair Value Measurements

SFAS 160

Noncontrolling Interests in Consolidated Financial Statements

SFAS 161

Disclosures about Derivative Instruments and Hedging Activities

SFAS 165

Subsequent Events

SFAS 167

Amendments to FIN 46(R)


4


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain statements contained in this report are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are based upon management's current expectations and are subject to risks and uncertainties that could cause our actual results to differ materially from those contemplated in the statements. Readers are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements include, among other things, statements concerning management's expectations and projections regarding earnings, completion of construction projects, regulatory matters, fuel costs, sources of electric energy supply, coal and gas deliveries, remediation costs, environmental and other capital expenditures, liquidity and capital resources and other matters. In some cases, forward-looking statements may be identified by reference to a future period or periods or by the use of forward-looking terminology such as "anticipates," "believes," "estimates," "expects," "forecasts," "guidance," "intends," "may," "objectives," "plans," "possible," "potential," "projects" or similar terms or variations of these terms.

Actual results may differ materially from those set forth in forward-looking statements. In addition to the assumptions and other factors referred to specifically in connection with these statements, factors that could cause our actual results to differ materially from those contemplated in any forward-looking statements or otherwise affect our future results of operations and financial condition include, among others, the following:


5




Wisconsin Energy Corporation expressly disclaims any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.


6


INTRODUCTION

Wisconsin Energy Corporation is a diversified holding company which conducts its operations primarily in two operating segments: a utility energy segment and a non-utility energy segment. Unless qualified by their context when used in this document, the terms Wisconsin Energy, the Company, our, us or we refer to the holding company and all of its subsidiaries. Our primary subsidiaries are Wisconsin Electric, Wisconsin Gas, We Power and Edison Sault.

Utility Energy Segment:   Our utility energy segment consists of: Wisconsin Electric, which serves electric customers in Wisconsin and the Upper Peninsula of Michigan, gas customers in Wisconsin and steam customers in metropolitan Milwaukee, Wisconsin; Wisconsin Gas, which serves gas customers in Wisconsin; and Edison Sault, which serves electric customers in the Upper Peninsula of Michigan. Wisconsin Electric and Wisconsin Gas operate under the trade name of "We Energies".

Non-Utility Energy Segment:   Our non-utility energy segment consists primarily of We Power. We Power was formed in 2001 to design, construct, own and lease to Wisconsin Electric the new generating capacity included in our PTF strategy. See Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2008 Annual Report on Form 10-K for more information on PTF.

We have prepared the unaudited interim financial statements presented in this Form 10-Q pursuant to the rules and regulations of the SEC. We have condensed or omitted some information and note disclosures normally included in financial statements prepared in accordance with GAAP pursuant to these rules and regulations. This Form 10-Q, including the financial statements contained herein, should be read in conjunction with our 2008 Annual Report on Form 10-K, including the financial statements and notes therein.


7



PART I -- FINANCIAL INFORMATION

PART I -- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

WISCONSIN ENERGY CORPORATION

CONSOLIDATED CONDENSED INCOME STATEMENTS

(Unaudited)

Three Months Ended June 30

Six Months Ended June 30

2009

2008

2009

2008

(Millions of Dollars, Except Per Share Amounts)

Operating Revenues

$842.5

$945.4 

$2,238.7

$2,376.5

Operating Expenses

Fuel and purchased power

253.6

298.1 

520.0

636.3

Cost of gas sold

102.0

185.5 

604.7

745.7

Other operation and maintenance

308.3

333.3 

642.7

702.7

Depreciation, decommissioning

and amortization

86.3

80.4 

172.1

158.1

Property and revenue taxes

28.2

27.2 

56.3

54.3

Total Operating Expenses

778.4

924.5 

1,995.8

2,297.1

Amortization of Gain

55.1

87.0 

119.3

246.0

Operating Income

119.2

107.9 

362.2

325.4

Equity in Earnings of Transmission Affiliate

14.4

12.1 

28.7

23.6

Other Income, net

7.3

7.9 

13.6

18.5

Interest Expense, net

39.8

35.4 

80.6

74.6

Income from Continuing

Operations Before Income Taxes

101.1

92.5 

323.9

292.9

Income Taxes

37.7

34.3 

119.0

111.7

Income from Continuing Operations

63.4

58.2 

204.9

181.2

Income (Loss) from Discontinued

Operations, Net of Tax

0.3

(0.2)

0.3

-    

Net Income

$63.7

$58.0 

$205.2

$181.2

Earnings Per Share (Basic)

Continuing operations

$0.54

$0.50 

$1.75

$1.55

Discontinued operations

-    

-    

-    

-    

Total Earnings Per Share (Basic)

$0.54

$0.50

$1.75

$1.55

Earnings Per Share (Diluted)

Continuing operations

$0.54

$0.49 

$1.74

$1.53

Discontinued operations

-    

-    

-    

-    

Total Earnings Per Share (Diluted)

$0.54

$0.49 

$1.74

$1.53

Weighted Average Common

Shares Outstanding (Millions)

Basic

116.9

116.9 

116.9

116.9

Diluted

117.8

118.3 

117.9

118.3

Dividends Per Share of Common Stock

$0.3375

$0.27 

$0.6750

$0.54

The accompanying Notes to Consolidated Condensed Financial Statements are an integral part of these financial statements.


8


 

WISCONSIN ENERGY CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEETS

(Unaudited)

June 30, 2009

December 31, 2008          

(Millions of Dollars)

Assets

Property, Plant and Equipment

In service

$         10,167.7 

$           9,909.4 

Accumulated depreciation

(3,409.5)

(3,312.9)

6,758.2 

6,596.5 

Construction work in progress

1,920.2 

1,829.9 

Leased facilities, net

73.4 

76.2 

Net Property, Plant and Equipment

8,751.8 

8,502.6 

Investments

Restricted cash

109.9 

172.4 

Equity investment in transmission affiliate

293.7 

276.3 

Other

38.7 

41.6 

Total Investments

442.3 

490.3 

Current Assets

Cash and cash equivalents

12.5 

32.5 

Restricted cash

173.5 

214.1 

Accounts receivable

354.3 

369.5 

Accrued revenues

159.4 

341.2 

Materials, supplies and inventories

314.5 

344.7 

Regulatory assets

95.5 

82.5 

Prepayments and other

190.4 

323.0 

Total Current Assets

1,300.1 

1,707.5 

Deferred Charges and Other Assets

Regulatory assets

1,204.0 

1,261.1 

Goodwill

441.9 

441.9 

Other

158.2 

214.4 

Total Deferred Charges and Other Assets

1,804.1 

1,917.4 

Total Assets

$         12,298.3 

$         12,617.8 

Capitalization and Liabilities

Capitalization

Common equity

$           3,467.1 

$           3,336.9 

Preferred stock of subsidiary

30.4 

30.4 

Long-term debt

3,820.1 

4,074.7 

Total Capitalization

7,317.6 

7,442.0 

Current Liabilities

Long-term debt due currently

273.0 

61.8 

Short-term debt

780.2 

602.3 

Accounts payable

279.3 

441.0 

Regulatory liabilities

239.4 

310.8 

Other

249.1 

319.2 

Total Current Liabilities

1,821.0 

1,735.1 

Deferred Credits and Other Liabilities

Regulatory liabilities

1,014.5 

1,084.4 

Deferred income taxes - long-term

839.7 

814.0 

Deferred revenue, net

639.0 

545.4 

Pension and other benefit obligations

317.6 

635.0 

Other

348.9 

361.9 

Total Deferred Credits and Other Liabilities

3,159.7 

3,440.7 

Total Capitalization and Liabilities

$         12,298.3 

$         12,617.8 

The accompanying Notes to Consolidated Condensed Financial Statements are an integral part

of these financial statements.


9


 

WISCONSIN ENERGY CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

Six Months Ended June 30

2009

2008

(Millions of Dollars)

Operating Activities

Net income

$                  205.2 

$                  181.2 

Reconciliation to cash

Depreciation, decommissioning and amortization

175.5 

164.4 

Amortization of gain

(119.3)

(246.0)

Equity in earnings of transmission affiliate

(28.7)

(23.6)

Distributions from transmission affiliate

22.8 

18.4 

Deferred income taxes and investment tax credits, net

14.6 

123.8 

Deferred revenue

97.5 

102.0 

Contributions to benefit plans

(289.3)

(48.4)

Change in -

Accounts receivable and accrued revenues

168.3 

106.5 

Inventories

30.2 

82.3 

Other current assets

18.0 

15.5 

Accounts payable

(156.9)

(47.2)

Accrued income taxes, net

99.5 

(15.9)

Deferred costs, net

23.1 

56.6 

Other current liabilities

(11.4)

23.0 

Other, net

(16.7)

81.1 

Cash Provided by Operating Activities

232.4 

573.7 

Investing Activities

Capital expenditures

(365.1)

(642.0)

Investment in transmission affiliate

(11.5)

(9.4)

Proceeds from asset sales, net

14.8 

9.5 

Change in restricted cash

103.1 

154.1 

Other, net

(47.6)

(46.6)

Cash Used in Investing Activities

(306.3)

(534.4)

Financing Activities

Exercise of stock options

6.3 

7.6 

Purchase of common stock

(10.5)

(14.9)

Dividends paid on common stock

(78.9)

(63.1)

Issuance of long-term debt

11.5 

156.0 

Retirement and repurchase of long-term debt

(53.3)

(174.3)

Change in short-term debt

177.9 

48.7 

Other, net

0.9 

(0.1)

Cash Provided by (Used in) Financing Activities

53.9 

(40.1)

Change in Cash and Cash Equivalents

(20.0)

(0.8)

Cash and Cash Equivalents at Beginning of Period

32.5 

27.4 

Cash and Cash Equivalents at End of Period

$                    12.5 

$                    26.6 

The accompanying Notes to Consolidated Condensed Financial Statements are an integral part of these

financial statements.


10


 

 1 -- GENERAL INFORMATION

Our accompanying unaudited consolidated condensed financial statements should be read in conjunction with Item 8, Financial Statements and Supplementary Data, in our 2008 Annual Report on Form 10-K. In the opinion of management, we have included all adjustments, normal and recurring in nature, necessary to a fair presentation of the results of operations, cash flows and financial position 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, 2009 are not necessarily indicative of the results which may be expected for the entire fiscal year 2009 because of seasonal and other factors.

Reclassifications:   We have reclassified certain prior year financial statement amounts to conform to their current year presentation. These reclassifications had no effect on total assets, net income or earnings per share.

The reclassifications relate to the reporting of discontinued operations. The footnotes contained herein reflect continuing operations for all periods presented. For further information, see Note 5.

Subsequent Events:   We have evaluated and determined that no material events took place after our balance sheet date of June 30, 2009 through our financial statement issuance date of August 4, 2009.


 2 -- NEW ACCOUNTING PRONOUNCEMENTS

Fair Value Measurements:   In September 2006, the FASB issued SFAS 157. SFAS 157 defines fair value, provides guidance for using fair value to measure assets and liabilities as well as a framework for measuring fair value, and expands disclosures related to fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. We partially adopted the provisions of SFAS 157 effective January 1, 2008. We adopted the provisions of FSP SFAS 157-2 effective January 1, 2009 and the provisions of FSP SFAS 157-4 effective April 1, 2009. The adoption of SFAS 157 did not have a significant financial impact on our financial condition, results of operations or cash flow. See Note 6 -- Fair Value Measurements for required disclosures.

Noncontrolling Interests in Consolidated Financial Statements:   In December 2008, the FASB issued SFAS 160. SFAS 160 is effective for fiscal years beginning on or after December 15, 2008. This statement clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. We adopted the provisions of SFAS 160 effective January 1, 2009. The adoption of SFAS 160 did not have a material financial impact on our financial condition, results of operations or cash flows.

Disclosures about Derivative Instruments and Hedging Activities:   In March 2008, the FASB issued SFAS 161, which amends SFAS 133. SFAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. SFAS 161 is effective for fiscal years beginning after November 15, 2008. We adopted the provisions of SFAS 161 effective January 1, 2009. The adoption of SFAS 161 did not have any financial impact on our financial condition, results of operations or cash flows. See Note 7 -- Derivative Instruments for required disclosures.


11



Subsequent Events:   In May 2009, the FASB issued SFAS 165. SFAS 165 provides guidance on management's assessment of subsequent events. This statement clarifies that management must evaluate, as of each reporting period, events or transactions that occur after the balance sheet date through the date the financial statements are issued or are available to be issued. SFAS 165 is effective for interim and annual periods ending after June 15, 2009. We adopted the provisions of SFAS 165 effective June 30, 2009. The adoption of SFAS 165 had no material financial impact on our financial condition, results of operations or cash flows.

Interim Disclosures about Fair Value of Financial Instruments:   In April 2009, the FASB issued FSP SFAS 107-1, which requires disclosures about the fair value of financial instruments for interim reporting periods of publicly traded companies as well as in financial statements. We adopted the provisions of FSP SFAS 107-1 effective June 30, 2009. The adoption of FSP SFAS 107-1 had no financial impact on our financial condition, results of operations or cash flows.

Recognition and Presentation of Other-Than-Temporary Impairments:   In April 2009, the FASB issued FSP SFAS 115-2, which amends the other-than-temporary impairment guidance for debt securities to be more operational and to improve the presentation and disclosure of the other-than-temporary impairments on debt and equity securities in financial statements. We adopted FSP SFAS 115-2 effective June 30, 2009. The adoption of FSP SFAS 115-2 had no material financial impact on our financial condition, results of operations or cash flows.

Amendments to Variable Interest Entity Consolidation Guidance:   In June 2009, the FASB issued SFAS 167, which amends certain requirements of FIN 46(R). The purpose of this standard is to improve financial reporting by enterprises with variable interest entities. SFAS 167 is effective for all new and existing variable interest entities for fiscal years beginning after November 15, 2009. We expect to adopt SFAS 167 on January 1, 2010.

Employers' Disclosures about Post-retirement Benefit Plan Assets:   In December 2008, the FASB issued FSP SFAS 132(R)-1, which provides guidance on an employer's disclosures about plan assets of a defined benefit pension or other post-retirement plan. FSP SFAS 132(R)-1 will result in expanded disclosures related to post-retirement benefit plan assets and is effective for fiscal years ending after December 15, 2009. We expect to adopt FSP SFAS 132(R)-1 on December 31, 2009.

 

 3 -- Accounting and Reporting for Power the Future Generating Units

Background:  As part of our PTF strategy, our non-utility subsidiary, We Power, is building four new generating units (PWGS 1 and 2 and OC 1 and 2) that will be leased to our utility subsidiary, Wisconsin Electric, under long-term leases that have been approved by the PSCW, our primary regulator. The leases are designed to recover the capital costs of the plant including a return. PWGS 1 was placed in service in July 2005 and PWGS 2 was placed in service in May 2008. The accompanying consolidated financial statements eliminate all intercompany transactions between We Power and Wisconsin Electric and reflect the cash inflows from Wisconsin Electric customers and the cash outflows to our vendors and suppliers.

The Oak Creek expansion includes common projects that will benefit the existing units at this site as well as the new units. These projects include a coal handling facility and a water intake system. The costs associated with these projects are included in the OC 1 captions below. In November 2007, the coal handling system for Oak Creek was placed in service, and the water intake system was placed in service in January 2009.

During Construction:  Under the terms of each lease, we collect in current rates amounts representing our pre-tax cost of capital (debt and equity) associated with capital expenditures for our PTF units. Our


12


pre-tax cost of capital is approximately 14%. The carrying costs that we collect in rates are recorded as deferred revenue and will be amortized to revenue over the term of each lease once the respective unit is placed into service. During the construction of our PTF units, we capitalize interest costs at an overall weighted-average pre-tax cost of interest which was approximately 5% for the six months ended June 30, 2009 and approximately 6% in 2008. Capitalized interest is included in the total cost of the PTF units shown below.

Cash Flows:  The following table identifies key pre-tax cash outflows and inflows for the six months ended June 30 related to the construction of our PTF units as compared to Wisconsin Energy overall:

Capital Expenditures (Millions of Dollars)

Total

PWGS 1

PWGS 2

OC 1

OC 2

PTF

WEC

2009

$     -   

$     -   

$45.2    

$35.3    

$80.5    

$365.1    

2008

$     -   

$42.0    

$157.1    

$141.6    

$340.7    

$642.0    

Capitalized Interest (Millions of Dollars)

Total

PWGS 1

PWGS 2

OC 1

OC 2

PTF

WEC

2009

$     -   

$  -       

$22.0     

$13.4     

$35.4    

$38.2     

2008

$     -   

$7.1     

$23.1     

$11.1     

$41.3    

$43.3     

Deferred Revenue (Millions of Dollars)

Total

PWGS 1

PWGS 2

OC 1

OC 2

PTF

WEC

2009

$     -   

$        -   

$60.5     

$37.0     

$97.5    

$97.5    

2008

$     -   

$16.9     

$57.2     

$27.9     

$102.0    

$102.0    


Balance Sheet:   
As noted above, we collect in current rates carrying costs that are calculated based on the cash expenditures included in CWIP multiplied by our pre-tax cost of capital. The carrying costs are recorded as deferred revenue and included in Other long-term liabilities. Our total CWIP balance includes cash expenditures, capitalized interest and accruals. The following table identifies key amounts related to our PTF units that were recorded on our balance sheet as of June 30, 2009 and December 31, 2008:

CWIP - Cash Expenditures (Millions of Dollars)

Total

PWGS 1

PWGS 2

OC 1

OC 2

PTF

June 30, 2009

$     -    

$    -    

$892.0    

$554.2    

$1,446.2 

December 31, 2008

$     -    

$    -    

$952.9    

$520.8    

$1,473.7 

Total CWIP (Millions of Dollars)

Total

PWGS 1

PWGS 2

OC 1

OC 2

PTF

WEC

June 30, 2009

$     -    

$    -    

$1,009.8    

$618.1    

$1,627.9   

$1,920.2    

December 31, 2008

$     -    

$    -    

$1,065.5    

$571.3    

$1,636.8   

$1,829.9    

Net Plant in Service (Millions of Dollars)

Total

PWGS 1

PWGS 2

OC 1

OC 2

PTF

WEC

June 30, 2009

$328.6   

$356.6   

$322.7    

$     -    

$1,007.9   

$6,758.2   

December 31, 2008

$332.7   

$360.3   

$194.0    

$     -    

$887.0   

$6,596.5   

Deferred Revenue (Millions of Dollars)

Total

PWGS 1

PWGS 2

OC 1

OC 2

PTF

WEC

June 30, 2009

$61.1    

$75.7    

$345.3    

$156.9    

$639.0    

$639.0    

December 31, 2008

$62.7    

$77.3    

$285.5    

$119.9    

$545.4    

$545.4    


13


   

Three Months Ended
June 30

 

Six Months Ended
June 30

   

2009

 

2008

 

2009

 

2008

   

(Millions of Dollars)

                 

  Stock options

 

$2.8  

 

$2.9  

 

$5.3  

 

$5.9  

  Performance units

 

0.1  

 

1.7  

 

3.9  

 

2.9  

  Restricted stock

 

0.3  

 

0.3  

 

0.5  

 

0.6  

  Share-based compensation expense

$3.2  

$4.9  

$9.7  

$9.4  

Related Tax Benefit

$1.3  

$2.0  

$3.9  

$3.8  

Stock Option Activity:   During the first six months of 2009, the Compensation Committee granted 1,216,625 options that had an estimated fair value of $8.01 per share. During the first six months of 2008, the Compensation Committee granted 1,362,160 options that had an estimated fair value of $9.39 per share. The following assumptions were used to value the options using a binomial option pricing model:

   

2009

 

2008

         

Risk free interest rate

 

0.3% - 2.5%

 

2.9% - 3.9%

Dividend yield

 

3.0%

 

2.1%

Expected volatility

 

25.9%

 

20.0%

Expected forfeiture rate

 

2.0%

 

2.0%

Expected life (years)

 

6.2

 

6.2

The risk-free interest rate is based on the U.S. Treasury interest rate whose term is consistent with the expected life of the stock options. Dividend yield, expected volatility, expected forfeiture rate and expected life assumptions are based on our historical experience.

The following is a summary of our stock option activity for the three and six months ended June 30, 2009:

Stock Options

 

Number of Options

 

Weighted-Average Exercise Price

 

Weighted-Average Remaining Contractual Life (Years)

 

Aggregate Intrinsic Value (Millions)

 

Outstanding as of April 1, 2009

 

9,633,669  

 

$37.81    

         

   Granted

 

-      

 

$    -        

         

   Exercised

 

(119,858) 

 

$27.27    

         

   Forfeited

 

(7,360) 

 

$46.09    

         

Outstanding as of June 30, 2009

 

9,506,451  

 

$37.93    

         

Outstanding as of January 1, 2009

 

8,543,564  

 

$36.97    

         

   Granted

 

1,216,625  

 

$42.22    

         

   Exercised

 

(246,378) 

 

$25.41    

         

   Forfeited

 

(7,360) 

 

$46.09    

         

Outstanding as of June 30, 2009

 

9,506,451  

 

$37.93    

 

6.3

 

$47.8

 

Exercisable as of June 30, 2009

5,789,956  

$32.74    

4.8

$47.8

The intrinsic value of options exercised was $1.4 million and $3.9 million for the three and six months ended June 30, 2009, and $4.1 million and $6.2 million for the same periods in 2008, respectively. Cash received from options exercised was $6.3 million and $7.6 million for the six months ended

15


June 30, 2009 and 2008, respectively. The actual tax benefit realized for the tax deductions from option exercises for the same periods was approximately $1.6 million and $1.9 million, respectively.

Stock options to purchase 3,945,255 shares of common stock, with prices ranging from $42.22 to $48.04 per share, respectively, were outstanding during the first six months of 2009, but were not included in the computation of diluted earnings per share because they were anti-dilutive.

The following table summarizes information about stock options outstanding as of June 30, 2009:

Options Outstanding

Options Exercisable

Weighted-Average

Weighted-Average

Range of Exercise Prices

Number of Options

Exercise Price

Remaining Contractual Life (Years)

Number of Options

Exercise Price

Remaining Contractual Life (Years)

$19.62  to  $31.07

1,878,911   

$25.17   

3.2

1,878,911  

$25.17   

3.2

$33.44  to  $39.48

3,682,285   

$35.67   

5.5

3,682,285   

$35.67   

5.5

$42.22  to  $48.04

3,945,255   

$46.13   

8.5

228,760   

$47.79   

7.6

9,506,451   

$37.93   

6.3

5,789,956   

$32.74   

4.8

The following table summarizes information about our non-vested options during the three and six months ended June 30, 2009:




Non-Vested Stock Options

 


Number
of
Options

 

Weighted-
Average
Fair
Value

 
     
     
     

           

Non-vested as of April 1, 2009

 

3,723,855  

 

$8.72  

 

   Granted

 

-      

 

$   -     

 

   Vested

 

-      

 

$   -     

 

   Forfeited

 

(7,360) 

 

$8.73  

 

Non-vested as of June 30, 2009

 

3,716,495  

 

$8.72  

 

           

Non-vested as of January 1, 2009

 

3,598,379  

 

$8.81  

 

   Granted

 

1,216,625  

 

$8.01  

 

   Vested

 

(1,091,149) 

 

$7.55  

 

   Forfeited

 

(7,360) 

 

$8.73  

 

Non-vested as of June 30, 2009

 

3,716,495  

 

$8.72  

 

As of June 30, 2009, total compensation costs related to non-vested stock options not yet recognized was approximately $13.0 million, which is expected to be recognized over the next 19 months on a weighted-average basis.

Restricted Shares:   The Compensation Committee has also approved restricted stock grants to certain key employees and directors. The following restricted stock activity occurred during the three and six months ended June 30, 2009:


16





Restricted Shares

 


Number
of
Shares

 

Weighted-
Average
Grant Date
Fair Value

 
     
     
     

           

Outstanding as of April 1, 2009

 

117,510  

     

   Granted

-   

   Released / Forfeited

 

(4,780) 

 

$27.76  

 

Outstanding as of June 30, 2009

 

112,730  

     

           

Outstanding as of January 1, 2009

 

116,373  

     

   Granted

14,216  

$42.11  

   Released / Forfeited

 

(17,859) 

 

$35.96  

 

Outstanding as of June 30, 2009

 

112,730  

     

We record the market value of the restricted stock awards on the date of grant, and then we charge their value to expense over the vesting period of the awards. We also adjust expense for acceleration of vesting due to achievement of performance goals. The intrinsic value of restricted stock vesting was $0.1 million and $0.7 million for the three and six months ended June 30, 2009, and $0.8 million and $1.8 million for the same periods in 2008. The actual tax benefits realized for the tax deductions from released restricted shares was $0.1 million and $0.3 million for the three and six months ended June 30, 2009, and $0.3 million and $0.4 million for the same periods in 2008, respectively.

As of June 30, 2009, total compensation cost related to restricted stock not yet recognized was approximately $1.8 million, which is expected to be recognized over the next 32 months on a weighted-average basis.

Performance Units:   In January 2009 and 2008, the Compensation Committee granted 333,220 and 133,855 performance units, respectively, to officers and other key employees under the Wisconsin Energy Performance Unit Plan. Under the grants, the ultimate number of units that will be awarded is dependent upon the achievement of certain financial performance of our stock over a three year period. We are accruing compensation costs over the three year period based on our estimate of the final expected value of the awards. Performance units earned as of December 31, 2008 and 2007 vested and were settled during the first quarter of 2009 and 2008, and had a total intrinsic value of $8.4 million and $5.2 million, respectively. The actual tax benefit realized for the tax deductions from the settlement of performance units was approximately $3.1 million and $1.8 million, respectively. As of June 30, 2009, total compensation cost related to performance units not yet recognized was approximately $15.4 million, which is expected to be recognized over the next 26 months on a weighted-average basis.

Restrictions:   Wisconsin Energy's ability as a holding company to pay common dividends primarily depends on the availability of funds received from its principal utility subsidiaries, Wisconsin Electric and Wisconsin Gas. Various financing arrangements and regulatory requirements impose certain restrictions on the ability of our principal utility subsidiaries to transfer funds to us in the form of cash dividends, loans or advances. In addition, under Wisconsin law, Wisconsin Electric and Wisconsin Gas are prohibited from loaning funds, either directly or indirectly, to Wisconsin Energy. See Note J --Common Equity in our 2008 Annual Report on Form 10-K for additional information on these and other restrictions.

We do not believe that these restrictions will materially affect our operations or limit any dividend payments in the foreseeable future.


17


Comprehensive Income:   Comprehensive income includes all changes in equity during a period except those resulting from investments by and distributions to owners. We recorded the following total comprehensive income, net of tax, during the six months ended June 30:

Comprehensive Income

2009

2008

(Millions of Dollars)

         

Net Income

 

$205.2    

 

$181.2    

Other Comprehensive Income

       

  Hedging

 

0.2    

 

0.2    

Total Other Comprehensive Income

 

0.2    

 

0.2    

Total Comprehensive Income

 

$205.4    

 

$181.4    

 

 5 -- DISCONTINUED OPERATIONS

Effective April 30, 2009, we sold our water utility to the City of Mequon, Wisconsin for approximately $14.5 million.

The assets and liabilities associated with our water utility reclassified as held for sale within other current assets and liabilities on our Consolidated Condensed Balance Sheets as of December 31, 2008 were $14.4 million and $0.3 million, respectively. We also reclassified the water utility income as discontinued operations in the accompanying Consolidated Condensed Income Statements.

A summary of the components of Income from Discontinued Operations, Net of Tax in our Consolidated Condensed Income Statements follows:

Three Months

Six Months

Ended June 30

Ended June 30

2009 (a)

2008

2009 (a)

2008

(Millions of Dollars)

Operating revenues

$0.4   

$0.7   

$1.1   

$1.4   

Operating expenses

0.1   

0.4   

0.4   

0.7   

Income before income taxes

0.3   

0.3   

0.7   

0.7   

Income tax expense

0.1   

0.2   

0.3   

0.3   

Income from discontinued water operations, net of tax

0.2   

0.1   

0.4   

0.4   

Income (Loss) from discontinued other operations, net of tax

0.1   

(0.3)  

(0.1)  

(0.4)  

Total Income (Loss) from Discontinued Operations, Net of Tax

$0.3   

($0.2)  

$0.3   

$  -     

(a)

As a result of its sale effective April 30, 2009, we operated the water utility for one of the three months ended June 30, 2009 and for four of the six months ended June 30, 2009.

Cash provided by operating activities in our Consolidated Condensed Statements of Cash Flows reflects income from discontinued water operations, net of tax, of $0.4 million for the six months ended June 30, 2009 and 2008. Cash used in investing activities reflects activity from discontinued water operations of $0.1 million and $0.2 million for the six months ended June 30, 2009 and 2008, respectively. Discontinued water operations had no impact on financing activities for the six months ended June 30, 2009 and 2008.


18


6 -- FAIR VALUE MEASUREMENTS

Fair value measurements require enhanced disclosures about assets and liabilities that are measured and reported at fair value and establish a hierarchal disclosure framework which prioritizes and ranks the level of observable inputs used in measuring fair value.

Fair value is the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). We primarily apply the market approach for recurring fair value measurements and attempt to utilize the best available information. Accordingly, we also utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. We are able to classify fair value balances based on the observability of those inputs. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement).

Assets and liabilities measured and reported at fair value are classified and disclosed in one of the following categories:

Level 1 -- Quoted prices are available in active markets for identical assets or liabilities as of the reporting date.  Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Instruments in this category consist of financial instruments such as exchange-traded derivatives, cash equivalents and restricted cash investments.

Level 2 -- Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Instruments in this category include non-exchange-traded derivatives such as OTC forwards and options.

Level 3 -- Pricing inputs include significant inputs that are generally less observable from objective sources. The inputs in the determination of fair value require significant management judgment or estimation. At each balance sheet date, we perform an analysis of all instruments subject to fair value reporting and include in Level 3 all instruments whose fair value is based on significant unobservable inputs.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an instrument's level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the instrument.


19


The following tables summarize our financial assets and liabilities by level within the fair value hierarchy:

Recurring Fair Value Measures

 

As of June 30, 2009

   

Level 1

 

Level 2

 

Level 3

 

Total

   

(Millions of Dollars)

Assets:

               

   Restricted Cash

 

$283.4   

 

$  -     

 

$   -    

 

$283.4   

   Derivatives

 

0.1   

 

2.4   

 

15.5   

 

18.0   

      Total

 

$283.5   

 

$2.4   

 

$15.5   

 

$301.4   

                 

Liabilities:

               

   Derivatives

 

$26.2   

 

$6.3   

 

$   -    

 

$32.5   

     Total

 

$26.2   

 

$6.3   

 

$   -    

 

$32.5   

Recurring Fair Value Measures

 

As of December 31, 2008

   

Level 1

 

Level 2

 

Level 3

 

Total

   

(Millions of Dollars)

Assets:

               

   Cash Equivalents

 

$9.1   

 

$    -    

 

$   -    

 

$9.1   

   Restricted Cash

 

386.5   

 

    -    

 

   -    

 

386.5   

   Derivatives

 

   -     

 

4.2    

 

8.8   

 

13.0   

      Total

 

$395.6   

 

$4.2    

 

$8.8   

 

$408.6   

Liabilities:

               

   Derivatives

 

$38.9   

 

$32.1   

 

$   -   

 

$71.0   

     Total

 

$38.9   

 

$32.1   

 

$   -   

 

$71.0   

Cash Equivalents consist of certificates of deposit and money market funds. Restricted cash consists of certificates of deposit and government backed interest bearing securities and represents the remaining funds to be distributed to customers resulting from the net proceeds received from the sale of Point Beach. Derivatives reflect positions we hold in exchange-traded derivative contracts and OTC derivative contracts. Exchange-traded derivative contracts, which include futures and exchange-traded options, are generally based on unadjusted quoted prices in active markets and are classified within Level 1. Some OTC derivative contracts are valued using broker or dealer quotations, or market transactions in either the listed or OTC markets utilizing a mid-market pricing convention (the mid-point between bid and ask prices), as appropriate. In such cases, these derivatives are classified within Level 2. Certain OTC derivatives may utilize models to measure fair value. Generally, we use a similar model to value similar instruments. Valuation models utilize various inputs which include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, other observable inputs for the asset or liability, and market-corroborated inputs (i.e., inputs derived principally from or corroborated by observable market data by correlation or other means). Where observable inputs are available for substantially the full term of the asset or liability, the instrument is categorized in Level 2. Certain OTC derivatives are in less active markets with a lower availability of pricing information which might not be observable in or corroborated by the market. When such inputs have a significant impact on the measurement of fair value, the instrument is categorized in Level 3.

The following tables summarize the fair value of derivatives classified as Level 3 in the fair value hierarchy:


20


Quarter to Date

 

2009

 

2008

   

(Millions of Dollars)

         

Balance as of April 1

 

$2.9   

 

$4.5   

   Realized and unrealized gains (losses)

 

-     

 

-     

   Purchases, issuances and settlements

 

12.6  

 

17.0  

   Transfers in and/or out of Level 3

 

-     

 

-    

Balance as of June 30

 

$15.5   

 

$21.5   

         

Change in unrealized gains (losses) relating to instruments still held as of June 30

 

$  -    

 

$  -    

Year to Date

 

2009

 

2008

   

(Millions of Dollars)

         

Balance as of January 1

 

$8.8   

 

$13.0   

   Realized and unrealized gains (losses)

 

-     

 

-    

   Purchases, issuances and settlements

 

6.7  

 

8.5  

   Transfers in and/or out of Level 3

 

-     

 

-    

Balance as of June 30

 

$15.5   

 

$21.5   

         

Change in unrealized gains (losses) relating to instruments still held as of June 30

 

$  -    

 

$  -    

Derivative instruments reflected in Level 3 of the hierarchy include MISO FTRs that are measured at fair value each reporting period using monthly or annual auction shadow prices from relevant auctions. Changes in fair value for Level 3 recurring items are recorded on our balance sheet. See Note 7 -- Derivative Instruments, for further information on the offset to regulatory assets and liabilities.

The carrying amount and estimated fair value of certain of our recorded financial instruments are as follows:

June 30, 2009

December 31, 2008

Carrying

Fair

Carrying

Fair

Financial Instruments

Amount

Value

Amount

Value

(Millions of Dollars)

Preferred stock, no redemption required

$30.4   

$19.3   

$30.4  

$19.0  

Long-term debt including current portion

$3,967.5   

$3,889.8   

$4,009.4  

$3,711.9  

The carrying value of net accounts receivable, accounts payable and short-term borrowings approximates fair value due to the short-term nature of these instruments. The fair value of our preferred stock is estimated based upon the quoted market value for the same or similar issues. The fair value of our long-term debt, including the current portion of long-term debt, but excluding capitalized leases and unamortized discount debt, is estimated based upon quoted market value for the same or similar issues or upon the quoted market prices of U.S. Treasury issues having a similar term to maturity, adjusted for the issuing company's bond rating and the present value of future cash flows.

 

7 -- DERIVATIVE INSTRUMENTS

We record derivative instruments on the balance sheet as an asset or liability measured at its fair value, and changes in the derivative's fair value are recognized currently in earnings unless specific hedge accounting criteria are met. For most energy related physical and financial contracts in our regulated operations that qualify as derivatives, the PSCW allows the effects of the fair market value accounting to be offset to regulatory assets and liabilities. We do not offset fair value amounts recognized for the right

21


to reclaim cash collateral or the obligation to return cash collateral against fair value amounts recognized for derivatives executed with the same counterparty under the same master netting arrangement. As of June 30, 2009, we recognized $50.0 million in regulatory assets and $17.9 million in regulatory liabilities related to derivatives.

We utilize derivatives as part of our risk management program to manage the volatility and costs of purchased power, generation and natural gas purchases for the benefit of our customers and shareholders. Our approach is non-speculative and designed to mitigate risk and protect against price volatility. Regulated hedging programs require prior approval by the PSCW.

We record our current derivative assets on the balance sheet in Other current assets and the current portion of the liabilities in Other current liabilities. The long-term portion of our derivative assets of $0.2 million is recorded in Other deferred charges and other assets and the long-term portion of our derivative liabilities of $4.3 million is recorded in Other deferred credits and other liabilities. Our Consolidated Condensed Balance Sheet as of June 30, 2009 includes:

 

Derivative Asset

 

Derivative Liability

 

(Millions of Dollars)

       

Natural Gas

$ -      

 

$32.5    

Fuel Oil

0.1    

 

 -      

FTRs

15.5    

 

 -      

Coal

2.4    

 

 -      

Total

$18.0    

 

$32.5    

Our Consolidated Condensed Income Statements include gains (losses) on derivative instruments used in our risk management strategies under Fuel and purchased power for those commodities supporting our electric operations and under Cost of gas sold for the natural gas sold to our customers. Our estimated notional volumes and gain (losses) for the three and six months ended June 30, 2009 follow:

 

Three Months Ended June 30, 2009

 

Six Months Ended June 30, 2009

 


Volume

 


Gains (Losses)

 


Volume

 


Gains (Losses)

     

(Millions of Dollars)

     

(Millions of Dollars)

               

Natural Gas

23.3 million Dth

 

($28.7)   

 

45.7 million Dth

 

($53.6)   

Energy

3,200 MWh purchased

 

(0.1)   

 

15,120 MWh purchased

 

(0.6)   

Fuel Oil

1.7 million gallons

 

(0.9)   

 

3.0 million gallons

 

(1.8)   

FTRs

6,809 MW

 

4.1   

 

14,772 MW

 

5.2   

Total

   

($25.6)   

     

($50.8)   

The aggregate fair value of all derivative instruments that are in a liability position as of June 30, 2009 is $32.5 million, for which we have posted collateral of $36.5 million in the normal course of business.


22


8 -- BENEFITS

The components of our net periodic pension and OPEB costs for the three and six months ended June 30, 2009 and 2008 were as follows:

Pension Benefits

OPEB

Benefit Plan Cost Components

 

2009

 

2008

 

2009

 

2008

   

(Millions of Dollars)

Three Months Ended June 30

               
                 

Net Periodic Benefit Cost

               

    Service cost

 

$6.4   

 

$4.0   

 

$2.0   

 

$2.5   

    Interest cost

 

17.9   

 

18.2   

 

5.0   

 

4.8   

    Expected return on plan assets

 

(24.0)  

 

(21.0)  

 

(3.3)  

 

(4.4)  

Amortization of:

               

    Transition obligation

 

-   

 

-     

 

-   

 

0.1   

    Prior service cost (credit)

 

0.5   

 

0.7   

 

(3.1)  

 

(3.2)  

    Actuarial loss

 

4.2   

 

4.5   

 

2.2   

 

1.2   

Net Periodic Benefit Cost

 

$5.0   

 

$6.4   

 

$2.8   

 

$1.0   

Six Months Ended June 30

               

Net Periodic Benefit Cost

               

    Service cost

 

$11.7   

 

$8.7   

 

$4.3   

 

$5.2   

    Interest cost

 

36.1   

 

35.5   

 

10.3   

 

10.0   

    Expected return on plan assets

 

(47.7)  

 

(42.4)  

 

(6.8)  

 

(8.8)  

Amortization of:

               

    Transition obligation

 

-   

 

-     

 

0.1   

 

0.2   

    Prior service cost (credit)

 

1.1   

 

1.3   

 

(6.3)  

 

(6.3)  

    Actuarial loss

 

9.4   

 

8.2   

 

4.5   

 

2.9   

Net Periodic Benefit Cost

 

$10.6   

 

$11.3   

 

$6.1   

 

$3.2   

In January 2009, we contributed $289.3 million to our benefit plans. Future contributions to the plans will be dependent upon many factors, including the performance of existing plan assets and long-term discount rates. In January 2009, the committee that oversees the investment of the pension assets authorized the Plan Trustee to invest in the commercial paper of Wisconsin Energy. As of June 30, 2009, the Pension Trust held approximately $89 million of commercial paper issued by Wisconsin Energy.

 

9 -- GUARANTEES

We enter into various guarantees to provide financial and performance assurance to third parties on behalf of our affiliates. As of June 30, 2009, we had the following guarantees:

Maximum Potential Future Payments


Outstanding


Liability Recorded

(Millions of Dollars)

Wisconsin Energy

    Non-Utility Energy

$   -    

$  -     

$  -    

    Other

0.2   

0.2   

-    

Wisconsin Electric

2.9   

0.1   

-    

  Total

$3.1   

$0.3   

$ -     

A non-utility energy segment guarantee in support of Wisvest-Connecticut, which we sold in December 2002 to PSEG, provides financial assurance for potential obligations relating to environmental

23


remediation under the original purchase agreement for Wisvest-Connecticut with The United Illuminating Company. The potential obligations for environmental remediation, which are unlimited, are reimbursable by PSEG under the terms of the sale agreement in the event that we are required to perform under the guarantee.

Other guarantees support obligations of our affiliates to third parties under loan agreements and surety bonds. In the event our affiliates fail to perform, we would be responsible for the obligations.

Wisconsin Electric is subject to the potential retrospective premiums that could be assessed under its insurance program.

Postemployment Benefits:   Postemployment benefits provided to former or inactive employees are recognized when an event occurs. The estimated liability for such benefits was $17.4 million as of June 30, 2009 and $18.6 million as of December 31, 2008.

 

10 -- SEGMENT INFORMATION

Summarized financial information concerning our reportable operating segments for the three and six months ended June 30, 2009 and 2008 is shown in the following table:

 

Corporate &

   
   

Reportable Operating Segments

Other (a) &

   
   

Energy

 

Reconciling

 

Total

Wisconsin Energy Corporation

 

Utility

 

Non-Utility

 

Items

 

Consolidated

   

(Millions of Dollars)

Three Months Ended

               
                 

June 30, 2009

               

  Operating Revenues (b)

 

$839.9  

 

$44.1  

 

($41.5) 

 

$842.5  

  Depreciation, Decommissioning and Amortization

$78.8  

$7.3  

$0.2  

$86.3  

  Operating Income (Loss)

$90.2  

$30.8  

($1.8) 

$119.2  

  Equity in Earnings of Unconsolidated Affiliates

 

$14.4  

 

$ -    

 

$ -    

 

$14.4  

  Interest Expense, net

 

$29.5  

 

$4.1  

 

$6.2  

 

$39.8  

  Income Tax Expense (Benefit)

 

$31.4  

 

$11.1  

 

($4.8) 

 

$37.7  

  Income from Discontinued Operations, Net of Tax

 

$0.2  

 

$   -     

 

$0.1  

 

$0.3  

  Net Income (Loss)

 

$50.4  

 

$16.6  

 

($3.3) 

 

$63.7  

  Capital Expenditures

 

$144.7  

 

$43.5  

 

$5.5  

 

$193.7  

Three Months Ended

               
                 

June 30, 2008

               

  Operating Revenues (b)

 

$943.5  

 

$32.0  

 

($30.1) 

 

$945.4  

  Depreciation, Decommissioning and Amortization

$75.2  

$5.0  

$0.2  

$80.4  

  Operating Income (Loss)

$90.2  

$20.0  

($2.3) 

$107.9  

  Equity in Earnings of Unconsolidated Affiliates

 

$12.1  

 

$ -    

 

($0.6) 

 

$11.5  

  Interest Expense, net

 

$24.4  

 

$1.9  

 

$9.1  

 

$35.4  

  Income Tax Expense (Benefit)

 

$30.7  

 

$8.0  

 

($4.4) 

 

$34.3  

  Loss from Discontinued Operations, Net of Tax

 

$   -     

 

$   -     

 

($0.2) 

 

($0.2) 

  Net Income (Loss)

 

$52.3  

 

$11.9  

 

($6.2) 

 

$58.0  

  Capital Expenditures

 

$126.8  

 

$166.8  

 

$0.2  

 

$293.8  


24


 

Corporate &

   
   

Reportable Operating Segments

Other (a) &

   
   

Energy

 

Reconciling

 

Total

Wisconsin Energy Corporation

 

Utility

 

Non-Utility

 

Items

 

Consolidated

   

(Millions of Dollars)

Six Months Ended

               
                 

June 30, 2009

               

  Operating Revenues (b)

 

$2,235.5  

 

$80.8  

 

($77.6) 

 

$2,238.7  

  Depreciation, Decommissioning and Amortization

$157.3  

$14.5  

$0.3  

$172.1  

  Operating Income (Loss)

$306.5  

$58.7  

($3.0) 

$362.2  

  Equity in Earnings of Unconsolidated Affiliates

 

$28.7  

 

$ -    

 

$ -    

 

$28.7  

  Interest Expense, net

 

$59.6  

 

$8.2  

 

$12.8  

 

$80.6  

  Income Tax Expense (Benefit)

 

$104.8  

 

$21.9  

 

($7.7) 

 

$119.0  

  Income (Loss) from Discontinued Operations, Net of Tax

 

$0.4  

 

$ -     

 

($0.1) 

 

$0.3  

  Net Income (Loss)

 

$183.8  

 

$30.5  

 

($9.1) 

 

$205.2  

  Capital Expenditures

 

$274.9  

 

$84.7  

 

$5.5  

 

$365.1  

  Total Assets (c)

 

$10,572.6  

 

$2,613.8  

 

($888.1) 

 

$12,298.3  

Six Months Ended

               
                 

June 30, 2008

               

  Operating Revenues (b)

 

$2,376.0  

 

$51.7  

 

($51.2) 

 

$2,376.5  

  Depreciation, Decommissioning and Amortization

$148.7  

$9.0  

$0.4  

$158.1  

  Operating Income (Loss)

$296.4  

$34.2  

($5.2) 

$325.4  

  Equity in Earnings of Unconsolidated Affiliates

 

$23.6  

 

$ -    

 

($0.7) 

 

$22.9  

  Interest Expense, net

 

$52.7  

 

$3.7  

 

$18.2  

 

$74.6  

  Income Tax Expense (Benefit)

 

$108.0  

 

$13.0  

 

($9.3) 

 

$111.7  

  Income (Loss) from Discontinued Operations, Net of Tax

 

$0.4  

 

$ -     

 

($0.4) 

 

$ -       

  Net Income (Loss)

 

$173.8  

 

$19.3  

 

($11.9) 

 

$181.2  

  Capital Expenditures

 

$299.8  

 

$342.0  

 

$0.2  

 

$642.0  

  Total Assets (c)

 

$10,201.3  

 

$2,345.6  

 

($821.9) 

 

$11,725.0  

(a)

Other includes all other non-utility activities, primarily non-utility real estate investment and development by Wispark, as well as interest on corporate debt.

   

(b)

An elimination for intersegment revenues of $41.6 million and $30.5 million for the three months ended June 30, 2009 and 2008, respectively, and $77.8 million and $50.4 million for the six months ended June 30, 2009 and 2008, respectively, is included in Operating Revenues.

   

(c)

An elimination of $892.4 million and $786.3 million is included in Total Assets at June 30, 2009 and 2008, respectively, for all PTF-related activity between We Power and Wisconsin Electric.

11 -- VARIABLE INTEREST ENTITIES

The primary beneficiary of a variable interest entity must consolidate the related assets and liabilities. Certain disclosures are required by sponsors, significant interest holders in variable interest entities and potential variable interest entities.

We assess our relationships with potential variable interest entities such as our coal suppliers, natural gas suppliers, coal and gas transporters, and other counterparties in power purchase agreements and joint ventures. In making this assessment, we consider the potential that our contracts or other arrangements provide subordinated financial support, the potential for us to absorb losses or rights to residual returns of the entity, the ability to directly or indirectly make decisions about the entities' activities and other factors.


25


We have identified two tolling and purchased power agreements with third parties but have been unable to determine if we are the primary beneficiary of these two variable interest entities. The requested information required to make this determination has not been supplied. As a result, we do not consolidate these entities. Instead, we account for one of these contracts as a capital lease and the other contract as an operating lease. We have approximately $446.2 million of required payments over the remaining terms of these two agreements, which expire over the next 14 years. We believe the required payments or any replacement power purchased will continue to be recoverable in rates. Total capacity and minimum lease payments under these contracts for the periods ended June 30, 2009 and December 31, 2008, were $30.1 million and $66.4 million, respectively.

 

12 -- COMMITMENTS AND CONTINGENCIES

Environmental Matters:   We periodically review our exposure for remediation costs as evidence becomes available indicating that our liability has changed. Given current information, we believe that future costs in excess of the amounts accrued and/or disclosed on all presently known and quantifiable environmental contingencies will not be material to our financial position or results of operations.

Divestitures:   Over the past several years, we have sold various businesses and assets. In connection with these sales, we have agreed to provide the respective buyers with customary indemnification provisions including, but not limited to, certain environmental, asbestos and product liability matters. In addition, pursuant to the sale of Point Beach, we have agreed to indemnification provisions customary to transactions involving the sale of nuclear assets. We have established reserves as deemed appropriate for these indemnification provisions.

 

13 -- SUPPLEMENTAL CASH FLOW INFORMATION

During the six months ended June 30, 2009, we paid $79.8 million in interest, net of amounts capitalized, and $1.3 million in income taxes, net of refunds. During the six months ended June 30, 2008, we paid $90.7 million in interest, net of amounts capitalized, and $0.9 million in income taxes, net of refunds.

As of June 30, 2009 and 2008, the amount of accounts payable related to capital expenditures was $40.2 million and $45.0 million, respectively.


26


 

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                 AND RESULTS OF OPERATIONS

 

RESULTS OF OPERATIONS -- THREE MONTHS ENDED JUNE 30, 2009

CONSOLIDATED EARNINGS

The following table compares our operating income by business segment and our net income during the second quarter of 2009 with the second quarter of 2008 including favorable (better (B)) or unfavorable (worse (W)) variances:

 

Three Months Ended June 30

2009

B (W)

2008

(Millions of Dollars)

Utility Energy Segment

$90.2    

$    -   

$90.2    

Non-Utility Energy Segment

30.8    

10.8   

20.0    

Corporate and Other

(1.8)   

0.5   

(2.3)   

  Total Operating Income

119.2    

11.3   

107.9    

Equity in Earnings of Transmission Affiliate

14.4    

2.3   

12.1    

Other Income, net

7.3    

(0.6)  

7.9    

Interest Expense, net

39.8    

(4.4)  

35.4    

Income from Continuing Operations Before Income Taxes

101.1    

8.6   

92.5    

Income Taxes

37.7    

(3.4)  

34.3    

  Income from Continuing Operations

63.4    

5.2   

58.2    

  Income (Loss) from Discontinued Operations, Net of Tax

0.3    

0.5   

(0.2)   

Net Income

$63.7    

$5.7   

$58.0    

Diluted Earnings Per Share

$0.54    

$0.05   

$0.49    

 

UTILITY ENERGY SEGMENT CONTRIBUTION TO OPERATING INCOME

Our utility energy segment contributed $90.2 million of operating income during the second quarter of 2009 and 2008. The following table summarizes the operating income of this segment between the comparative quarters:


27



   

Three Months Ended June 30

Utility Energy Segment

 

2009

 

B (W)

 

2008

   

(Millions of Dollars)

Operating Revenues

  Electric

 

$651.1    

 

($18.8)  

 

$669.9    

  Gas

 

181.6    

 

(84.1)  

 

265.7    

  Other

 

7.2    

 

(0.7)  

 

7.9    

Total Operating Revenues

 

839.9    

 

(103.6)  

 

943.5    

Fuel and Purchased Power

 

254.8    

 

44.3   

 

299.1    

Cost of Gas Sold

 

102.1    

 

83.4   

 

185.5    

    Gross Margin

 

483.0    

 

24.1   

 

458.9    

Other Operating Expenses

           

  Other Operation and Maintenance

 

341.2    

 

12.1   

 

353.3    

  Depreciation, Decommissioning

           

    and Amortization

 

78.8    

 

(3.6)  

 

75.2    

  Property and Revenue Taxes

 

27.9    

 

(0.7)  

 

27.2    

Total Operating Expenses

 

804.8    

 

135.5   

 

940.3    

Amortization of Gain

55.1    

(31.9)  

87.0    

Operating Income

 

$90.2    

 

$  -      

 

$90.2    

In January 2008, Wisconsin Electric received a rate order from the PSCW that authorized a 17.2% increase in electric rates to recover increased costs associated with transmission expenses, our PTF program, environmental expenditures, continued investment in renewable and efficiency programs and recovery of previously deferred regulatory assets. The PSCW allowed us to issue bill credits to our customers from the proceeds of the net gain and excess decommissioning funds associated with the sale of Point Beach to mitigate this increase. The PSCW also determined that $85.0 million of Point Beach proceeds should be immediately applied during the first quarter of 2008 to offset certain regulatory assets. As a result of these bill credits, we estimate that the January 2008 PSCW rate order resulted in a net 3.2% increase in electric rates paid by our Wisconsin customers in 2008 and resulted in another net increase of 3.2% in 2009. The bill credits that we issue to our customers and the proceeds immediately applied to regulatory assets are reflected on our income statement in the amortization of the gain on the sale of Point Beach. As we issue the bill credits, we transfer the cash from a restricted account to an unrestricted account. The transferred cash is equal to the bill credits, less taxes.

 

 

Electric Utility Revenues and Sales

The following table compares electric utility operating revenues and MWh sales by customer class during the second quarter of 2009 with the second quarter of 2008:


28


 

Three Months Ended June 30

   

Electric Revenues

 

MWh Sales

Electric Utility Operations

 

2009

 

B (W)

 

2008

 

2009

 

B (W)

 

2008

   

(Millions of Dollars)

 

(Thousands)

Customer Class

                       

  Residential

 

$231.4   

 

$10.5   

 

$220.9   

 

1,881.8   

 

3.7   

 

1,878.1   

  Small Commercial/Industrial

214.5   

(6.5)  

221.0   

2,104.0   

(119.6)  

2,223.6   

  Large Commercial/Industrial

147.3   

(26.6)  

173.9   

2,203.3   

(615.1)  

2,818.4   

  Other-Retail

5.1   

0.2   

4.9   

38.3   

(0.2)  

38.5   

      Total Retail

598.3   

(22.4)  

620.7   

6,227.4   

(731.2)  

6,958.6   

  Wholesale-Other

 

22.9   

 

(7.4)  

 

30.3   

 

243.0   

 

(328.6)  

 

571.6   

  Resale-Utilities

 

5.8   

 

(2.8)  

 

8.6   

 

214.4   

 

97.2   

 

117.2   

  Other Operating

24.1   

13.8   

10.3   

-      

-       

-      

Total

$651.1   

($18.8)  

$669.9   

6,684.8   

(962.6)  

7,647.4   

Weather -- Degree Days (a)

                       

  Heating (954 Normal)

             

946   

 

(16)  

 

962   

  Cooling (167 Normal)

             

134   

 

25   

 

109   

(a)

As measured at Mitchell International Airport in Milwaukee, Wisconsin. Normal degree days are based upon a 20-year moving average.

Our electric utility operating revenues decreased by $18.8 million, or approximately 2.8%, when compared to the second quarter of 2008. Our total electric sales volumes decreased by approximately 12.6% as compared to the second quarter of 2008. Total retail sales declined nearly 10.5%, with retail sales volumes to our small and large commercial and industrial customers declining by approximately 10.6%. The primary reason for the reduced sales volumes relates to a continued decline in economic conditions during the second quarter of 2009 as compared to the same period in 2008.

For the remainder of 2009, we expect to see a continued decline in electric sales to commercial and industrial customers as compared to 2008 as a result of the downturn in the economy. In April 2009, the PSCW approved our request to decrease our Wisconsin retail electric rates for calendar year 2009 due to a decrease in fuel and purchased power costs. We also expect to continue to see a reduction in revenues as a result of this approval, which is expected to reduce revenues by approximately $45.8 million for calendar year 2009. For more information on the fuel cost decrease filing, see Factors Affecting Results, Liquidity and Capital Resources -- Utility Rates and Regulatory Matters -- 2009 Fuel Cost Decrease Filing.

We estimate that the decrease in electric revenue was offset in part by an increase of $31.9 million as a result of fewer bill credits to our customers from the sale of Point Beach during the second quarter of 2009 as compared to the same period in 2008. For more information on bill credits, see Amortization of Gain in Results of Operations -- Three Months Ended June 30, 2009.

Our electric revenues were $10.0 million higher in the second quarter of 2009 as compared to 2008 because of a one-time entry related to MISO RSG credits that was not made in the second quarter of 2008. The second quarter entry reversed a first quarter charge to revenues. During the first quarter of 2009, the PSCW ordered us to refund $10.0 million of anticipated RSG credits that we hoped to receive from MISO in 2009. As discussed in the Form 10-Q for the first quarter of 2009, we reduced our revenues by $10.0 million because of the PSCW order. We did not record a receivable for the anticipated RSG credits because we believed that the ultimate recovery of the credits from MISO was uncertain. In the second quarter of 2009, the FERC issued a notice that significantly reduced the amount of RSG credits we hoped to receive from MISO. As a result of the FERC ruling, we requested and received an order from the PSCW that allowed us to record a regulatory asset for RSG credits that we refunded to customers that we do not ultimately expect to receive from MISO. The PSCW order allowed us to

29


reverse the $10.0 million charge to revenues that we recorded in the first quarter of 2009. For further information on the RSG credits see Factors Affecting Results, Liquidity and Capital Resources -- Electric Transmission and Energy Markets.

We estimate that our operating revenues for the second quarter of 2009 were $7.3 million higher when compared to the same period in 2008 because of warmer weather, as measured in cooling degree days. While the second quarter of 2009 was 19.8% cooler than normal, it was 22.9% warmer than the same period in 2008.

Fuel and Purchased Power

Our fuel and purchased power costs decreased by $44.3 million, or 14.8%, when compared to the second quarter of 2008. This decline was caused by lower MWh sales and lower natural gas and purchased power prices, partially offset by higher coal and related transportation costs.

Gas Utility Revenues, Gross Margin and Therm Deliveries

A comparison follows of gas utility operating revenues, gross margin and gas deliveries during the second quarter of 2009 with the second quarter of 2008. We believe 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.

Between the comparative periods, total gas operating revenues decreased by $84.1 million, or 31.7%, primarily due to lower natural gas prices.

Three Months Ended June 30

2009

B (W)

2008

(Millions of Dollars)

Gas Operating Revenues

$181.6   

($84.1)  

$265.7   

Cost of Gas Sold

102.1   

83.4   

185.5   

Gross Margin

$79.5   

($0.7)  

$80.2   

The following table compares gas utility gross margin and natural gas therm deliveries by customer class during the second quarter of 2009 with the second quarter of 2008.

Three Months Ended June 30

Gross Margin

Therm Deliveries

Gas Utility Operations

2009

B (W)

2008

2009

B (W)

2008

(Millions of Dollars)

(Millions)

Customer Class

  Residential

$51.4   

$2.1   

$49.3   

111.5   

8.2   

103.3   

  Commercial/Industrial

15.1   

(1.2)  

16.3   

64.1   

(2.5)  

66.6   

  Interruptible

0.4   

(0.1)  

0.5   

3.9   

(0.5)  

4.4   

    Total Retail

66.9   

0.8   

66.1   

179.5   

5.2   

174.3   

  Transported Gas

10.1   

(1.3)  

11.4   

199.3   

12.2   

187.1   

  Other

2.5   

(0.2)  

2.7   

-      

-     

-      

Total

$79.5   

($0.7)  

$80.2   

378.8   

17.4   

361.4   

Weather -- Degree Days (a)

  Heating (954 Normal)

946 

(16) 

962   

(a)

As measured at Mitchell International Airport in Milwaukee, Wisconsin. Normal degree days are based upon a 20-year moving average.


30


Our gas margins decreased by $0.7 million, or approximately 0.9%, when compared to the second quarter of 2008. During the second quarter of 2009, we experienced slightly warmer weather than in the same period during 2008. As measured by heating degree days, the second quarter of 2009 was 1.7% warmer than the same period in 2008 and 0.8% warmer than normal.

Other Operation and Maintenance Expense

Our other operation and maintenance expense decreased by $12.1 million, or approximately 3.4%, when compared to the second quarter of 2008. This decrease is primarily related to reduced operating expenses at our power plants and electric distribution system.

Depreciation, Decommissioning and Amortization Expense

Our depreciation, decommissioning and amortization expense increased by $3.6 million, or approximately 4.8%, when compared to the second quarter of 2008. This increase was the result of higher depreciation related to new projects, including the Blue Sky Green Field wind project that was placed into service in May 2008.

Amortization of Gain

In connection with the September 2007 sale of Point Beach, we reached agreements with our regulators to allow for the net gain on the sale of approximately $902.2 million to be used for the benefit of our customers. The majority of the benefits are being returned to customers in the form of bill credits. The net gain was originally recorded as a regulatory liability, and it is being amortized to the income statement as we issue bill credits or make refunds to our customers. When the bill credits and refunds are issued to customers, we transfer cash from the restricted accounts to the unrestricted accounts, adjusted for taxes. During the second quarter of 2009 and 2008, we issued approximately $55.1 million and $87.0 million of bill credits, respectively.

 

NON-UTILITY ENERGY SEGMENT CONTRIBUTION TO OPERATING INCOME

Our non-utility energy segment contributed $30.8 million of operating income for the second quarter of 2009 as compared to $20.0 million for the second quarter of 2008. The increase primarily relates to earnings from PWGS 2, which was placed into service in May 2008, and from the water intake system for Oak Creek that was placed in service in January 2009.

 

CONSOLIDATED OTHER INCOME, NET

Other income, net decreased by approximately $0.6 million, or 7.6%, when compared to the second quarter of 2008. This decrease relates to reduced property sales during the second quarter of 2009 as compared to the same period in 2008.


31


 

CONSOLIDATED INTEREST EXPENSE, NET

Three Months Ended June 30

Interest Expense

2009

2008

(Millions of Dollars)

Gross Interest Costs

$58.8  

$56.5  

Less: Capitalized Interest

19.0  

21.1  

Interest Expense, net

$39.8  

$35.4  

Our gross interest costs increased by $2.3 million during the second quarter of 2009 primarily due to higher debt balances as a result of our construction programs, which was partially offset by lower short-term interest rates. Our capitalized interest decreased by $2.1 million due to a reduction in CWIP balances during the second quarter of 2009 as compared to the same period in 2008. In May 2008, PWGS 2 and the Blue Sky Green Field wind project were completed. Additionally, in January 2009, the water intake system that will serve both the existing units at Oak Creek and OC 1 and OC 2 was placed in service. As a result, our net interest expense increased by $4.4 million, or 12.4%, as compared to the second quarter of 2008.

 

CONSOLIDATED INCOME TAXES

For the second quarter of 2009, our effective tax rate applicable to continuing operations was 37.3% compared to 37.1% for the second quarter of 2008. For additional information, see Note H -- Income Taxes in our 2008 Annual Report on Form 10-K. We expect our 2009 annual effective tax rate to be between 35% and 37%.


32


 

 

RESULTS OF OPERATIONS -- SIX MONTHS ENDED JUNE 30, 2009

 

CONSOLIDATED EARNINGS

The following table compares our operating income by business segment and our net income during the first six months of 2009 with the first six months of 2008 including favorable (better (B)) or unfavorable (worse (W)) variances:

Six Months Ended June 30

2009

B (W)

2008

(Millions of Dollars)

Utility Energy Segment

$306.5    

$10.1   

$296.4    

Non-Utility Energy Segment

58.7    

24.5   

34.2    

Corporate and Other

(3.0)   

2.2   

(5.2)   

  Total Operating Income

362.2    

36.8   

325.4    

Equity in Earnings of Transmission Affiliate

28.7    

5.1   

23.6    

Other Income, net

13.6    

(4.9)  

18.5    

Interest Expense, net

80.6    

(6.0)  

74.6    

Income from Continuing Operations Before Income Taxes

323.9    

31.0   

292.9    

Income Taxes

119.0    

(7.3)  

111.7    

  Income from Continuing Operations

204.9    

23.7   

181.2    

  Income (Loss) from Discontinued Operations, Net of Tax

0.3    

0.3   

    -       

Net Income

$205.2    

$24.0   

$181.2    

Diluted Earnings Per Share

$1.74    

$0.21   

$1.53    

 

UTILITY ENERGY SEGMENT CONTRIBUTION TO OPERATING INCOME

Our utility energy segment contributed $306.5 million of operating income during the first six months of 2009, an increase of $10.1 million, or 3.4%, compared with the first six months of 2008. The following table summarizes the operating income of this segment between the comparative periods:

   

Six Months Ended June 30

Utility Energy Segment

 

2009

 

B (W)

 

2008

   

(Millions of Dollars)

Operating Revenues

  Electric

 

$1,344.7    

 

$7.6    

 

$1,337.1    

  Gas

 

868.5    

 

(147.2)   

 

1,015.7    

  Other

 

22.3    

 

(0.9)   

 

23.2    

Total Operating Revenues

 

2,235.5    

 

(140.5)   

 

2,376.0    

Fuel and Purchased Power

 

522.4    

 

115.9    

 

638.3    

Cost of Gas Sold

 

604.7    

 

141.0    

 

745.7    

    Gross Margin

 

1,108.4    

 

116.4    

 

992.0    

Other Operating Expenses

           

  Other Operation and Maintenance

 

707.9    

 

30.7    

 

738.6    

  Depreciation, Decommissioning

           

    and Amortization

 

157.3    

 

(8.6)   

 

148.7    

  Property and Revenue Taxes

 

56.0    

 

(1.7)   

 

54.3    

Total Operating Expenses

 

2,048.3    

 

277.3    

 

2,325.6    

Amortization of Gain

 

119.3    

 

(126.7)   

 

246.0    

Operating Income

 

$306.5    

 

$10.1    

 

$296.4    


33


The increase in Operating Income for the six months ended June 30, 2009, as compared to the same period in 2008 was primarily caused by favorable recoveries of revenues associated with fuel and purchased power. During the first six months of 2009, we experienced favorable fuel recoveries of approximately $24 million. During the same period in 2008, we experienced unfavorable fuel recoveries of approximately $20 million. While we experienced a net $44 million positive increase in fuel recoveries in the first six months of 2009 as compared to the same period in 2008, we expect a substantial portion of the favorable fuel recoveries to reverse by the end of the year as a result of the PSCW's approval of the request we filed to reduce Wisconsin Electric retail electric rates for calendar year 2009. For additional information on the rate filing, see Factors Affecting Results, Liquidity and Capital Resources -- Utility Rates and Regulatory Matters -- 2009 Fuel Cost Decrease Filing.

Electric Utility Revenues and Sales

The following table compares electric utility operating revenues and MWh sales by customer class during the first six months of 2009 with the first six months of 2008:

   

Six Months Ended June 30

   

Electric Revenues

 

MWh Sales

Electric Utility Operations

 

2009

 

B (W)

 

2008

 

2009

 

B (W)

 

2008

   

(Millions of Dollars)

 

(Thousands)

Customer Class

                       

  Residential

 

$494.3   

 

$25.9   

 

$468.4   

 

4,013.8   

 

(73.0)  

 

4,086.8   

  Small Commercial/Industrial

442.2   

10.5   

431.7   

4,383.7   

(172.6)  

4,556.3   

  Large Commercial/Industrial

292.4   

(37.4)  

329.8   

4,443.0   

(1,100.9)  

5,543.9   

  Other - Retail

10.8   

0.3   

10.5   

80.6   

(2.5)  

83.1   

      Total Retail

 

1,239.7   

 

(0.7)  

 

1,240.4   

 

12,921.1   

 

(1,349.0)  

 

14,270.1   

  Wholesale - Other

 

52.4   

 

(11.6)  

 

64.0   

 

712.3   

 

(481.1)  

 

1,193.4   

  Resale - Utilities

 

23.8   

 

9.7   

 

14.1   

 

691.5   

 

378.1   

 

313.4   

  Other Operating

28.8   

10.2   

18.6   

-     

-     

-      

Total

$1,344.7   

$7.6   

$1,337.1   

14,324.9   

(1,452.0)  

15,776.9   

Weather -- Degree Days (a)

                       

  Heating (4,194 Normal)

             

4,404   

 

(111)  

 

4,515   

  Cooling (168 Normal)

             

134   

 

25   

 

109   

(a)

As measured at Mitchell International Airport in Milwaukee, Wisconsin. Normal degree days are based upon a 20-year moving average.

Our electric utility operating revenues increased by $7.6 million, or 0.6%, when compared to the first six months of 2008. We estimate that revenues were $47.2 million higher due to pricing increases that we received during January 2008 as part of the 2008 PSCW rate case that were in effect for all six months in 2009, as well as net pricing increases we received from the PSCW related to fuel. We also estimate that our electric revenues increased by $41.7 million as a result of fewer bill credits to our customers from the sale of Point Beach during the first six months of 2009 as compared to the same period in 2008. For more information on bill credits, see Amortization of Gain in Results of Operations -- Six Months Ended June 30, 2009.

We estimate that warmer weather during the first half of 2009 as compared to the first half of 2008 increased operating revenues by approximately $5.1 million. As measured by cooling degree days, the first six months of 2009 were approximately 22.9% warmer as compared to the first six months of 2008.

Our total electric sales volumes decreased by approximately 9.2%, with retail sales volumes declining nearly 9.5%. Approximately 8.9% of the decline in retail sales volumes relates to sales to our small and large commercial and industrial customers. The primary reason for the reduced sales volumes relates to a

34


decline in economic conditions during the first six months of 2009 as compared to the same period in 2008.

For a discussion of anticipated impacts of the downturn in the economy and the April 2009 fuel cost decrease filing for the remainder of 2009, see Results of Operations -- Three Months Ended June 30, 2009.

Fuel and Purchased Power

Our fuel and purchased power costs decreased by $115.9 million, or 18.2%, when compared to the first six months of 2008. The largest factor related to this decrease was a $41.2 million one-time amortization of deferred fuel costs pursuant to the January 2008 PSCW rate order. Adjusted for the one-time amortization, our fuel and purchased power costs decreased by $74.7 million, or 11.7%. This decline was caused by lower MWh sales and lower natural gas and purchased power prices, partially offset by higher coal and related transportation costs.

Gas Utility Revenues, Gross Margin and Therm Deliveries

A comparison follows of gas utility operating revenues, gross margin and gas deliveries during the first six months of 2009 with the first six months of 2008. We believe 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. Between the comparative periods, total gas operating revenues decreased by $147.2 million, or 14.5%, primarily due to lower natural gas prices and milder weather.

Six Months Ended June 30

2009

B (W)

2008

(Millions of Dollars)

Gas Operating Revenues

$868.5   

($147.2)  

$1,015.7   

Cost of Gas Sold

604.7   

141.0   

745.7   

Gross Margin

$263.8   

($6.2)  

$270.0   

The following table compares gas utility gross margin and natural gas therm deliveries by customer class during the first six months of 2009 with the first six months of 2008:

Six Months Ended June 30

Gross Margin

Therm Deliveries

Gas Utility Operations

2009

B (W)

2008

2009

B (W)

2008

(Millions of Dollars)

(Millions)

Customer Class

  Residential

$169.4   

($1.5)  

$170.9   

501.5   

(10.6)  

512.1   

  Commercial/Industrial

62.5   

(2.3)  

64.8   

295.4   

(11.6)  

307.0   

  Interruptible

1.1   

(0.2)  

1.3   

11.0   

(1.9)  

12.9   

    Total Retail

233.0   

(4.0)  

237.0   

807.9   

(24.1)  

832.0   

  Transported Gas

25.3   

(2.3)  

27.6   

472.2   

(9.6)  

481.8   

  Other

5.5   

0.1   

5.4   

-       

-       

-       

Total

$263.8   

($6.2)  

$270.0   

1,280.1   

33.7   

1,313.8   

Weather -- Degree Days (a)

  Heating (4,194 Normal)

4,404   

(111)  

4,515   

(a)

As measured at Mitchell International Airport in Milwaukee, Wisconsin. Normal degree days are based upon a 20-year moving average.


35


Our gas margins decreased by $6.2 million, or 2.3%, when compared to the first six months of 2008. We estimate that a decline in sales volumes as a result of milder weather and a decline in economic conditions caused margins to decrease by approximately $7.2 million during the first six months of 2009 as compared to the same period in 2008. As measured by heating degree days, the first six months of 2009 were 2.5% warmer than the same period in 2008 and 5.0% cooler than normal. Pricing increases that we received during January 2008 as part of the January 2008 PSCW rate case that were in effect for all six months in 2009 partially offset this decrease.

Other Operation and Maintenance Expense

Our other operation and maintenance expense decreased by approximately $30.7 million, or 4.2%, when compared to the first six months of 2008. The largest factor for this decrease relates to a $43.8 million one-time amortization of deferred bad debt costs in connection with the January 2008 PSCW rate order, which we recorded in January 2008. The January 2008 PSCW rate order, which was in effect for all six months in 2009, allowed for pricing increases related to transmission costs, PTF lease costs and the amortization of other deferred costs. We estimate that these items were approximately $15.9 million higher in the first six months of 2009 as compared to the same period in 2008.

Depreciation, Decommissioning and Amortization Expense

Our depreciation, decommissioning and amortization expense increased by $8.6 million, or approximately 5.8%, when compared to the first six months of 2008. This increase was the result of higher depreciation related to new projects, including the Blue Sky Green Field wind project that was placed into service in May 2008.

Amortization of Gain

In connection with the September 2007 sale of Point Beach, we reached agreements with our regulators to allow for the net gain on the sale of approximately $902.2 million to be used for the benefit of our customers. The majority of the benefits are being returned to customers in the form of bill credits. The net gain was originally recorded as a regulatory liability, and it is being amortized to the income statement as we issue bill credits or make refunds to our customers. When the bill credits and refunds are issued to customers, we transfer cash from the restricted accounts to the unrestricted accounts, adjusted for taxes.

The following table compares the amortization of the gain during the six months ended June 30:

Amortization of Gain

 

2009

 

2008

   

(Millions of Dollars)

         

Bill Credits - Retail

 

$119.3   

 

$161.0   

One-Time Amortization

 

-     

 

85.0   

Total Amortization of Gain

 

$119.3   

 

$246.0   

For the remainder of 2009, we expect to see a reduction in the Amortization of Gain as compared to 2008 because of the one-time entry identified above and a one-time $62.5 million FERC approved refund to our wholesale customers in the third quarter of 2008, as well as an expected approximately $108 million annual decrease in bill credits to retail customers.


36


NON-UTILITY ENERGY SEGMENT CONTRIBUTION TO OPERATING INCOME

Our non-utility energy segment contributed $58.7 million of operating income for the first six months of 2009 as compared to $34.2 million for the first six months of 2008. The increase primarily relates to earnings from PWGS 2, which was placed into service in May 2008, and the water intake system at Oak Creek which was placed into service in January 2009.

 

CONSOLIDATED OTHER INCOME, NET

Other income, net decreased by approximately $4.9 million, or 26.5%, when compared to the first six months of 2008. This decrease primarily relates to reduced property sales during the first six months of 2009 as compared to the same period in 2008.

 

CONSOLIDATED INTEREST EXPENSE, NET

Interest Expense

Six Months Ended June 30

2009

2008

(Millions of Dollars)

Gross Interest Costs

$118.8   

$117.9   

Less: Capitalized Interest

38.2   

43.3   

Interest Expense, net

$80.6   

$74.6   

Our gross interest costs increased by $0.9 million, or 0.8%, during the six months ended June 30, 2009 primarily due to higher debt balances as a result of our construction programs, which were partially offset by lower short-term interest rates. Our capitalized interest decreased by $5.1 million due to a reduction in CWIP balances during the first six months of 2009 as compared to the same period in 2008. In May 2008, PWGS 2 and the Blue Sky Green Field wind project were completed. Additionally, in January 2009, the water intake system that will serve both the existing units at Oak Creek and OC 1 and OC 2 was placed in service. As a result, our net interest expense increased by $6.0 million, or 8.0%, as compared to the first six months of 2008.

CONSOLIDATED INCOME TAXES

For the first six months of 2009, our effective tax rate applicable to continuing operations was 36.7% compared to 38.1% for the first six months of 2008. For additional information, see Note H -- Income Taxes in our 2008 Annual Report on Form 10-K. We expect our 2009 annual effective tax rate to be between 35% and 37%.

 

LIQUIDITY AND CAPITAL RESOURCES

CASH FLOWS

The following summarizes our cash flows from continuing operations during the first six months of 2009 and 2008:


37


   

Six Months Ended June 30

Wisconsin Energy Corporation

 

2009

 

2008

   

(Millions of Dollars)

Cash Provided by (Used in)

       

   Operating Activities

 

$232.4    

 

$573.7    

   Investing Activities

 

($306.3)   

 

($534.4)   

   Financing Activities

 

$53.9    

 

($40.1)   

Operating Activities

Cash provided by operating activities was $232.4 million during 2009, which was $341.3 million lower than 2008. Although we experienced an increase in net income and depreciation during the first six months of 2009, there were two large factors that reduced cash from operations. During the first six months of 2009, we contributed $289.3 million to our benefit plans as compared to approximately $48.4 million during the first six months of 2008. The second factor related to an increase in cash used for working capital related to our coal and natural gas inventories.

Investing Activities

Cash used in investing activities was $306.3 million during the six months ended June 30, 2009, which was $228.1 million lower than the same period in 2008. This decline reflects lower capital expenditures during the first six months of 2009 and cash flows from the release of restricted cash.

During the first six months of 2009, our capital expenditures decreased $276.9 million primarily due to the reduction in the capital expenditures for our Oak Creek expansion and PWGS 2, which was completed in 2008.

During the first six months of 2009, we released $51.0 million less from restricted cash as compared to the same period in 2008. As background, in September 2007, we sold Point Beach and placed approximately $924 million of cash in restricted accounts to be used for the payment of taxes and for the benefit of our customers. We release the restricted cash, adjusted for taxes, as we issue bill credits to our customers, which is reflected as an amortization of the gain on our income statement.

Financing Activities

Cash provided by financing activities during the six months ended June 30, 2009 was $53.9 million, compared to cash used in financing activities during the same period in 2008 of $40.1 million. During the first six months of 2009, we paid approximately $78.9 million in cash dividends and increased our debt levels by a net amount of approximately $136.1 million.

During the first six months of 2009, we received proceeds of $6.3 million related to the exercise of stock options, compared with $7.6 million during the same period in 2008. Instead of issuing new shares for these stock options, we instructed our plan agent to purchase common stock in the open market at a cost of $10.5 million, compared with $14.9 million during the first six months of 2008. This cost is included in Purchase of common stock on our Consolidated Condensed Statements of Cash Flows.

 

CAPITAL RESOURCES AND REQUIREMENTS

Capital Resources

We anticipate meeting our capital requirements during the remaining six months of 2009 primarily through internally generated funds and short-term borrowings, supplemented by the issuance of

38


intermediate or long-term debt securities depending on market conditions and other factors. Beyond 2009, we anticipate meeting our capital requirements through internally generated funds supplemented, when required, by short-term borrowings and the issuance of debt securities.

Despite the continued turmoil in the global credit markets, we still currently have access to the capital markets and have been able to generate funds internally and externally to meet our capital requirements. Our ability to attract the necessary financial capital at reasonable terms is critical to our overall strategic plan. We currently believe that we have adequate capacity to fund our operations for the foreseeable future through our existing borrowing arrangements, access to capital markets and internally generated cash.

Wisconsin Energy, Wisconsin Electric and Wisconsin Gas maintain bank back-up credit facilities which provide liquidity support for each company's obligations with respect to commercial paper and for general corporate purposes.

An affiliate of Lehman Brothers Holdings, which filed for bankruptcy in September 2008, provided approximately $80 million of commitments under our bank back-up credit facilities on a consolidated basis. We have no current plans to replace Lehman's commitments. Excluding Lehman's commitments, as of June 30, 2009, we had approximately $1.6 billion of available, undrawn lines under our bank back-up credit facilities. As of June 30, 2009, we had approximately $780.2 million of short-term debt outstanding on a consolidated basis that was supported by the available lines of credit.

We review our bank back-up credit facility needs on an ongoing basis and expect to be able to maintain adequate credit facilities to support our operations. The following table summarizes such facilities as of June 30, 2009:



Company


Total
Facility *


Letters of
Credit


Credit Available *


Facility
Expiration

(Millions of Dollars)

  Wisconsin Energy

$857.5     

$1.5       

$856.0     

April 2011   

  Wisconsin Electric

$476.4     

$4.5       

$471.9     

March 2011   

  Wisconsin Gas

$285.8     

$  -         

$285.8     

March 2011   

*

Excludes Lehman's commitments

The following table shows our actual capitalization structure as of June 30, 2009, as well as an adjusted capitalization structure that we believe is consistent with the manner in which the majority of rating agencies currently view the Junior Notes:


39


Capitalization Structure

Actual

Adjusted

(Millions of Dollars)

Common Equity

$3,467.1  

$3,717.1  

Preferred Stock of Subsidiary

30.4  

30.4  

Long-Term Debt (including current maturities)

4,093.1  

3,843.1  

Short-Term Debt

780.2  

780.2  

   Total Capitalization

$8,370.8  

$8,370.8  

Total Debt

$4,873.3  

$4,623.3  

Ratio of Debt to Total Capitalization

58.2%  

55.2%  

Included in Long-Term Debt on our Consolidated Condensed Balance Sheets as of June 30, 2009 is $500 million aggregate principal amount of the Junior Notes. The adjusted presentation attributes $250 million of the Junior Notes to Common Equity and $250 million to Long-Term Debt. We believe this presentation is consistent with the 50% equity credit the majority of rating agencies currently attribute to the Junior Notes.

The adjusted presentation of our consolidated capitalization structure is presented as a complement to our capitalization structure presented in accordance with GAAP. Management evaluates and manages Wisconsin Energy's capitalization structure, including its total debt to total capitalization ratio, using the GAAP calculation as adjusted by the rating agency treatment of the Junior Notes. Therefore, we believe the non-GAAP adjusted presentation reflecting this treatment is useful and relevant to investors in understanding how management and the rating agencies evaluate our capitalization structure.

Access to capital markets at a reasonable cost is determined in large part by credit quality. The following table summarizes the ratings of our debt securities and the debt securities and preferred stock of our subsidiaries by S&P, Moody's and Fitch as of June 30, 2009:

S&P

Moody's

Fitch

Wisconsin Energy

   Commercial Paper

A-2

P-2

F2

   Unsecured Senior Debt

BBB+

A3

A-

   Unsecured Junior Notes

BBB-

Baa1

BBB+

Wisconsin Electric

   Commercial Paper

A-2

P-1

F1

   Secured Senior Debt

A-

Aa3

AA-

   Unsecured Debt

A-

A1

A+

   Preferred Stock

BBB

A3

A

Wisconsin Gas

   Commercial Paper

A-2

P-1

F1

   Unsecured Senior Debt

A-

A1

A+

Wisconsin Energy Capital Corporation

   Unsecured Debt

BBB+

A3

A-

In July 2009, S&P affirmed the ratings of Wisconsin Energy, Wisconsin Electric, Wisconsin Gas and Wisconsin Energy Capital Corporation and revised the ratings outlooks assigned each company from positive to stable.

In June 2009, Fitch affirmed the ratings of Wisconsin Energy, Wisconsin Electric, Wisconsin Gas and Wisconsin Energy Capital Corporation and the stable ratings outlook of Wisconsin Gas. Fitch also

40


revised the ratings outlooks of Wisconsin Energy, Wisconsin Electric and Wisconsin Energy Capital Corporation from stable to negative.

The ratings outlooks assigned by Moody's for Wisconsin Energy, Wisconsin Electric, Wisconsin Gas and Wisconsin Energy Capital Corporation are all stable.

Subject to other factors affecting the credit markets as a whole, we believe these security 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 only. 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 2009 are expected to be principally for capital expenditures related to the Oak Creek expansion and environmental controls at our existing Oak Creek generating units. Our 2009 annual consolidated capital expenditure budget is approximately $875 million.

Off-Balance Sheet Arrangements:   We are a party to various financial instruments with off-balance sheet risk as a part of our normal course of business, including financial guarantees and letters of credit which support construction projects, commodity contracts and other payment obligations. We continue to believe that these agreements do not have, and are not reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our investors. For further information, see Note 9 -- Guarantees and Note 11 -- Variable Interest Entities in the Notes to Consolidated Condensed Financial Statements in this report.

Contractual Obligations/Commercial Commitments:   Our total contractual obligations and other commercial commitments were approximately $22.6 billion as of June 30, 2009 compared with $23.1 billion as of December 31, 2008. Our total contractual obligations and other commercial commitments as of June 30, 2009 decreased compared with December 31, 2008 primarily due to periodic payments related to these types of obligations which were greater than new commitments made in the ordinary course of business during the six month period ended June 30, 2009.

 

FACTORS AFFECTING RESULTS, LIQUIDITY AND CAPITAL RESOURCES

The following is a discussion of certain factors that may affect our results of operations, liquidity and capital resources. The following discussion should be read together with the information under the heading "Factors Affecting Results, Liquidity and Capital Resources" in Item 7 of our 2008 Annual Report on Form 10-K, which provides a more complete discussion of factors affecting us, including market risks and other significant risks, our PTF strategy, utility rates and regulatory matters, electric system reliability, environmental matters, legal matters, industry restructuring and competition and other matters.

 

POWER THE FUTURE

Under our PTF strategy, we expect to meet a significant portion of our future generation needs through the construction of the PWGS and the Oak Creek expansion. We Power is leasing the PWGS units to Wisconsin Electric under long-term leases, and we expect Wisconsin Electric to recover the lease

41


payments in its electric rates. The Oak Creek expansion is currently being constructed by We Power, and we expect Wisconsin Electric to recover future lease payments in its electric rates. See Factors Affecting Results, Liquidity and Capital Resources -- Power the Future in Item 7 of our 2008 Annual Report on Form 10-K for additional information on PTF.

Oak Creek Expansion:   

Construction Status:   In July 2008, Bechtel, the contractor of the Oak Creek expansion under a fixed price contract, notified us in a letter that it forecasts the in-service date of unit 1 to be delayed three months beyond the guaranteed contract date of September 29, 2009. Bechtel also advised us in the letter that it forecasts the in-service date of unit 2 to be one month earlier than the guaranteed contract date of September 29, 2010.

We received Bechtel's claims for schedule and cost relief on December 22, 2008. Although Bechtel did not change the forecasted in-service dates, it did request schedule relief that would result in six months of relief from liquidated damages beyond the guaranteed contract date for unit 1 and three months of relief from liquidated damages beyond the guaranteed contract date for unit 2.

Bechtel's first claim is based on the alleged impact of severe weather and certain labor-related matters. Bechtel is requesting approximately $413 million in costs related to changed weather and labor conditions. Bechtel has reserved the right to request future additional costs and schedule relief.

The weather events for which Bechtel seeks cost and schedule relief are (i) extreme winds from September 2006 through April 2007, (ii) snowstorms from December 2007 through April 2008, and (iii) rain storms in June 2008. Bechtel contends that these weather events constituted events of force majeure. We are conducting a detailed analysis of Bechtel's force majeure claim to determine whether Bechtel is entitled to any schedule relief as a result of these weather events. However, we currently believe Bechtel's request for cost relief related to its claim of force majeure is without merit. Bechtel also claims that these same weather events constituted changed local conditions that could not have reasonably been foreseen and that caused it to incur additional costs. We believe that the claim for additional costs and schedule relief based on a change in local conditions is without merit.

The alleged changes in labor conditions for which Bechtel seeks cost and schedule relief are (i) a significant shortage in the availability of craft labor, (ii) significant increases in competing projects, (iii) the overtime and per diems allegedly necessary to attract labor, and (iv) alleged restrictions that our Project Labor Agreement placed on Bechtel's ability to attract and retain craft labor. Bechtel describes these as changed local conditions for which it believes we should bear the risk. Under the terms of the contract, we agreed to accept labor-related risk only as to wage escalation in excess of 4% annually as measured by published wage bulletins. Therefore, we believe that this claim is without merit.

Bechtel's second claim of approximately $72 million seeks cost and schedule relief for the alleged effects of ERS-directed changes and delays allegedly caused by ERS prior to the issuance of the FNTP in July 2005 as follows: (i) the delay in issuing certain limited notices to proceed; (ii) the delay in issuing the FNTP until the final resolution of litigation brought by certain opposition groups that challenged the CPCN for the Oak Creek expansion; (iii) the imposition of additional limits to third party cancellation charges which allegedly restricted Bechtel's ability to issue purchase orders; (iv) the reduction of the pre-FNTP monthly payments below the amounts required by the contract; and (v) the request by ERS to perform design studies and issue design changes during the pre-FNTP period. We believe that this claim is without merit. We currently believe Bechtel was fully compensated for any and all impacts of the delayed start as indicated in certain change orders entered into between ERS and Bechtel prior to the start of construction of the Oak Creek expansion. Further, we do not believe that the contract provides for relief based upon the cumulative impact of change orders.

We continue to believe that the only circumstances and events for which we currently retain price adjustment risk under the contract are force majeure, wage escalation in excess of 4% annually as

42


measured by published wage bulletins, delays caused by us, changes in scope or performance requested by us and unforeseen sub-surface ground conditions.

Based on Bechtel's July 2008 communication, we notified Bechtel on September 29, 2008 that we were invoking the formal dispute resolution process provided in the contract in order to resolve certain issues related to the rights of the parties under the contract. We subsequently agreed with Bechtel to combine these issues and Bechtel's claim into one mediation. Mediation was unsuccessful and, therefore, as required by the contract, the parties submitted the claims to binding arbitration, which we anticipate will be concluded in 2010.

Bechtel continues to target an in-service date for unit 1 three months beyond the guaranteed contract date of September 29, 2009, and an in-service date for unit 2 one month earlier than the guaranteed contract date of September 29, 2010. Bechtel fell behind this revised target schedule in moving from construction to start-up, but developed a recovery plan and added resources in an effort to recover lost time. Bechtel has made, and continues to make, significant construction and start-up progress; however, at this time it has not fully kept pace with its revised schedule.

 

UTILITY RATES AND REGULATORY MATTERS

2010 Rate Case:   On March 13, 2009, Wisconsin Electric and Wisconsin Gas initiated rate proceedings with the PSCW. Wisconsin Electric initially asked the PSCW to approve a rate increase for its Wisconsin retail electric customers of approximately $76.5 million, or 2.8%, and a rate increase for its natural gas customers of approximately $22.1 million, or 3.6%. In addition, Wisconsin Electric has requested increases of approximately $1.4 million, or 5.8%, and approximately $1.3 million, or 6.8%, for its Valley steam utility customers and Milwaukee County steam utility customers, respectively. Wisconsin Gas has asked the PSCW to approve a rate increase for its natural gas customers of approximately $38.9 million, or 4.6%. Both Wisconsin Electric and Wisconsin Gas have requested that these rates become effective January 1, 2010.

In July 2009, Wisconsin Electric filed supplemental testimony with the PSCW updating its rate increase request for retail electric customers to reflect the impact of lower sales as a result of the decline in the economy. The effect of the change results in Wisconsin Electric increasing its request from $76.5 million to $126.0 million. However, those same lower sales also made available $24.0 million in added bill credits from the sale of Point Beach, resulting in a net increase to customers of 3.9%.

As part of its electric rate proceeding, Wisconsin Electric has asked the PSCW to make the following determinations:

  • New proposed depreciation rates will become effective prior to or concurrent with the implementation of the new base rates requested in the proceeding.
  • Certain regulatory assets currently scheduled to be fully amortized over the next four years will instead be amortized over the next eight years.
  • Wisconsin Electric will continue to receive 100% AFUDC for capital expenditures on environmental control projects at its Oak Creek power plant, as well as 100% AFUDC for capital expenditures on an environmental control project at Edgewater 5 and on renewable energy projects including the proposed Glacier Hills Wind Park.
  • If recommendations of the Wisconsin Governor's Task Force on Global Warming are enacted, Wisconsin Electric will have the option of applying for a limited reopener or for deferral accounting to address any increased costs or reduced sales that result from such enactment.

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2010 Michigan Price Increase Request:   In July 2009, Wisconsin Electric filed a $42 million rate increase request with the MPSC, primarily to recover the costs of PTF projects. This rate increase is expected to be implemented in three phases throughout 2010. We expect the first phase to be effective in early 2010. A final decision from the MPSC is expected in July 2010. Pursuant to recently enacted Michigan legislation, we may, upon the satisfaction of certain conditions, self-implement a rate increase request, subject to refund with interest.

2009 Fuel Cost Decrease Filing:   Wisconsin Electric operates under a fuel cost adjustment clause for fuel and purchased power costs associated with the generation and delivery of electricity to its retail customers in Wisconsin. In April 2009, based on three months of actual fuel cost data and nine months of projected data, Wisconsin Electric forecasted that its monitored fuel cost for 2009 would fall outside the range prescribed by the PSCW and would be less than the monitored fuel cost reflected in then authorized rates. Therefore, in April 2009, Wisconsin Electric filed a request with the PSCW to decrease annual Wisconsin retail electric rates by $67.2 million for calendar year 2009. On April 30, 2009, the PSCW approved the fuel cost decrease filing with rates effective May 1, 2009.

2008 Pricing:   During 2007, Wisconsin Electric and Wisconsin Gas initiated rate proceedings. Wisconsin Electric asked the PSCW to approve a comprehensive plan which would result in price increases of $648.6 million for its electric customers in Wisconsin. This price increase would be reduced by expected bill credits resulting from the sale of Point Beach. The initial rate filing estimated bill credits of $371.0 million in 2008 and $187.5 million in 2009, resulting in net pricing increases of 7.5% in 2008 and 7.5% in 2009. In addition, Wisconsin Electric requested a 1.8% price increase in 2008 for its gas customers and an approximately 16.0% price increase in 2008 for all steam customers in metropolitan Milwaukee. Wisconsin Gas filed for a 4.1% price increase in 2008 for its gas customers. Electric pricing increases were needed to allow us to continue progress on previously approved initiatives, including: costs associated with our new PTF plants; recovery of costs associated with transmission; compliance with environmental regulations; continuation of investment in renewable and efficiency programs, including the Blue Sky Green Field wind project; and scheduled recovery of regulatory assets.

On January 17, 2008, the PSCW approved pricing increases for Wisconsin Electric and Wisconsin Gas as follows:

  • $389.1 million (17.2%) in electric rates for Wisconsin Electric - the pricing increase will be offset by $315.9 million in bill credits in 2008 and $240.7 million in bill credits in 2009, resulting in a net increase of $73.2 million (3.2%) and $75.2 million (3.2%), respectively;
  • $4.0 million (0.6%) for natural gas service from Wisconsin Electric;
  • $3.6 million (11.2%) for steam service from Wisconsin Electric; and
  • $20.1 million (2.2%) for natural gas service from Wisconsin Gas.

In addition, the PSCW lowered the return on equity for Wisconsin Electric and Wisconsin Gas from 11.2% to 10.75%. The PSCW also determined that $85.0 million of the Point Beach proceeds should be immediately applied to offset certain regulatory assets.

Wisconsin Electric expects to provide a total of approximately $710.0 million of bill credits to its Wisconsin customers over the three year period ending December 31, 2010. As of June 30, 2009, we have issued approximately $404.5 million of bill credits to Wisconsin retail customers.

2008 Michigan Price Increase:   In January 2008, Wisconsin Electric filed a rate increase request with the MPSC. This request represents an increase in electric rates of 14.7%, or $22.0 million, to support the growing demand for electricity, continued investment in renewable programs, compliance with environmental regulations, addition of distribution infrastructure and increased operational expenses. In

44


November 2008, a settlement agreement with the MPSC staff and intervenors for a rate increase of $7.2 million, or 4.6%, was approved by the MPSC, effective January 1, 2009.

2008 Fuel Recovery Request:   In March 2008, Wisconsin Electric filed a rate increase request with the PSCW to recover forecasted increases in fuel and purchased power costs. The increase in fuel costs was being driven primarily by increases in the price of natural gas and the higher cost of transporting coal by rail as a result of increases in the cost of diesel fuel. On April 11, 2008, the PSCW approved an annual increase of $76.9 million (3.3%) in Wisconsin retail electric rates on an interim basis. In July 2008, we received the final rate order, which authorized an additional $42.0 million in rate increases, for a total increase of $118.9 million (5.1%). Any over-collection of fuel surcharge revenue in calendar year 2008 was subject to refund with interest at a rate of 10.75%. In April 2009, the PSCW ordered that we should refund $8.8 million (including interest) of over-collected fuel surcharge revenue and $10.0 million of RSG credits we hoped to receive from MISO. The refund was issued during the second quarter of 2009.

Oak Creek Air Quality Control System Approval:   In July 2008, we received approval from the PSCW granting Wisconsin Electric authority to construct wet flue gas desulfurization and selective catalytic reduction facilities at Oak Creek Power Plant units 5-8. Construction of these emission controls began in late July 2008, and we expect the installation to be completed during 2012. We originally estimated the cost of this project to be $750 million ($830 million, including AFUDC). We now expect the cost of completing this project to be approximately $800 million ($960 million including AFUDC). The cost increase is primarily attributable to increases in material prices that occurred prior to the commencement of construction and material procurement activities in July 2008. The increase in AFUDC is based on our updated calculation that assumes AFUDC will accrue on 100% of the construction cost until the facilities are placed in service, which is consistent with the 2010 rate case filing. The cost of constructing these facilities has been included in our previous estimates of the costs to implement the Consent Decree with the EPA.

Depreciation Rates:   Periodically, we engage consultants to perform depreciation studies on our utility assets to make recommendations regarding our depreciation rates. In 2008, a consultant completed a depreciation study that concluded that we should reduce our utility depreciation rates because of longer asset lives and increased salvage values. The consultant estimated that the new proposed rates would reduce annual depreciation expense by approximately $55 million. In January 2009, we filed the depreciation study with the PSCW. If the PSCW approves the depreciation study, we would expect to implement the new depreciation rates in late 2009 or early 2010. We do not expect the new depreciation rates to have a material impact on earnings because we anticipate that the new depreciation rates will be considered when the PSCW sets our 2010 electric and gas prices.

See Factors Affecting Results, Liquidity and Capital Resources -- Utility Rates and Regulatory Matters in Item 7 of our 2008 Annual Report on Form 10-K for additional information regarding our utility rates and other regulatory matters.

 

WIND GENERATION

In July 2008, we completed the purchase of rights to a new wind farm site in Central Wisconsin, Glacier Hills Wind Park, and filed a request for a CPCN with the PSCW in October 2008. We entered into a conditional turbine agreement for the new wind facility and filed a revised, lower cost estimate with the PSCW in May 2009 of $335.2 million to $413.5 million, excluding AFUDC. We currently expect to install 90 wind turbines with generating capacity of up to approximately 207 MW, subject to the final site configuration. We expect 2012 to be the first full year of operation, subject to regulatory approvals.


45


ELECTRIC TRANSMISSION AND ENERGY MARKETS

MISO:   In connection with its status as a FERC approved RTO, MISO developed bid-based energy markets, which were implemented on April 1, 2005. In January 2009, MISO commenced the Energy and Operating Reserves Markets, which includes the bid-based energy markets and a relatively new ancillary services market. We previously self-provided both regulation reserves and contingency reserves. In the MISO ancillary services market, we buy/sell regulation and contingency reserves from/to the market. The MISO ancillary services market has been able to reduce overall ancillary services costs in the MISO footprint. The MISO ancillary services market has enabled MISO to assume significant balancing area responsibilities such as frequency control and disturbance control.

In MISO, base transmission costs are currently being paid by LSEs located in the service territories of each MISO transmission owner. In February 2008, FERC issued several orders confirming that the current transmission cost allocation methodology is just and reasonable and should continue in the future. These orders are subject to appeals.

In April 2006, FERC issued an order determining that MISO had not applied its energy markets tariff correctly in the assessment of RSG charges. FERC ordered MISO to resettle all affected transactions retroactive to the commencement of the energy market. In October 2006 and March 2007, we received additional rulings from FERC on these issues. FERC's rulings have been challenged by MISO and numerous other market participants. In July 2007, MISO commenced with the resettlement of the market in response to the orders. The resettlement was completed in January 2008 and resulted in a net cost increase of $7.8 million to us. Several entities filed formal complaints with FERC on the assessment of these charges. We filed in support of these complaints.

In November 2007, FERC issued another RSG order related to the rehearing requests previously filed. This order provided a clarification that was contrary to how MISO implemented the last resettlement. Once again, several parties, including Wisconsin Electric, filed for rehearing and/or clarification with FERC.

In addition, FERC ruled on the formal complaints filed by other entities in August 2007. FERC ruled that the current RSG cost allocation methodology may be unjust and unreasonable and established a refund effective date of August 10, 2007. MISO was ordered to file a new cost allocation methodology by March 2008. MISO filed new tariff language which indicated the new cost allocation methodology cannot be applied retroactively. We extended our previous rehearing/clarification request to include the timeframe from the established refund date through March 2008. In September 2008, FERC set a paper hearing for the formal complaints filed in 2007. FERC ruled on the outstanding rehearing/clarification requests and formal complaints in November 2008. FERC's ruling ordered the resettlements to begin from the date the MISO Energy Markets commenced in order to correct the RSG cost allocation methodology. Additionally, the order also set a new RSG cost allocation effective August 10, 2007. However, numerous entities filed rehearing requests in objection of these rulings. Although MISO requested a postponement of the resettlements until the matter is resolved, the resettlement commenced in March 2009.

In May 2009, FERC issued an order denying rehearing on substantive matters for the rate period beginning August 10, 2007. However, FERC modified the effective date of that rate to November 10, 2008, and ordered MISO to cease the ongoing resettlement and to reconcile all invoices and payments therein. Similarly, in June 2009, FERC dismissed rehearing requests, but waived refunds for the period April 25, 2006 through November 4, 2007. FERC also stated for the first time that it was waiving refunds for the period April 1, 2005 through April 24, 2006. We, along with others, have sought rehearing and/or appeal of the FERC's May and June 2009 determinations pertaining to refunds. In addition, there are contested compliance matters pending FERC review. The net effects of FERC's rulings are uncertain at this time.


46


Additionally, new arguments have been filed with FERC in relation to the Ancillary Services Market tariff language regarding the RSG cost allocation. In response, MISO has once again filed a new rate proposal related to the RSG cost allocation methodology that if approved is expected to be implemented in late 2009 or early 2010.

As part of MISO, a market-based platform was developed for valuing transmission congestion premised upon the LMP system that has been implemented in certain northeastern and mid-Atlantic states. The LMP system includes the ability to mitigate or eliminate congestion costs through ARRs and FTRs. ARRs are allocated to market participants by MISO and FTRs are purchased through auctions. A new allocation and auction was completed for the period of June 1, 2009 through May 31, 2010. The resulting ARR valuation and the secured FTRs should adequately mitigate our transmission congestion risk for that period.

 

LEGAL MATTERS

Cash Balance Pension Plan:   On June 30, 2009, a lawsuit by a retiree plaintiff was filed against the Plan. Counsel representing the plaintiff is attempting to seek certification for a class of plaintiffs including the plaintiff and other similarly situated plaintiffs. The complaint alleges that Plan participants who received a lump sum distribution under the Plan prior to their normal retirement age did not receive the full benefit to which they were entitled in violation of ERISA and are owed additional benefits, because the Plan failed to apply the correct interest crediting rate to project the cash balance account to their normal retirement age. We believe the Plan correctly calculated the lump-sum distributions. An adverse outcome of this lawsuit could affect our Plan funding and expense. We are currently unable to predict the final outcome or impact of this litigation.

 

ENVIRONMENTAL MATTERS

National Ambient Air Quality Standards:   In 2000 and 2001, Michigan and Wisconsin finalized state rules implementing phased emission reductions required to meet the NAAQS for 1-hour ozone. In 2004, the EPA began implementing NAAQS for 8-hour ozone and PM2.5. In December 2006, the EPA further revised the PM2.5 standard, and in March 2008, the EPA announced its decision to further lower the 8-hour ozone standard.

8-hour Ozone Standard:   In April 2004, the EPA designated 10 counties in southeastern Wisconsin as non-attainment areas for the 8-hour ozone NAAQS. States were required to develop and submit SIPs to the EPA by June 2007 to demonstrate how they intended to comply with the 8-hour ozone NAAQS. Instead of submitting a SIP, Wisconsin submitted a request to redesignate all counties in southeastern Wisconsin to be in attainment with the standard. In addition to the request for redesignation, Wisconsin also adopted the RACT rule that applies to emissions from our power plants in the affected areas of Wisconsin. Compliance with the NOx emission reduction requirements under the Consent Decree has substantially mitigated costs to comply with the RACT rule. In March 2008, the EPA issued a determination that the state of Wisconsin had failed to submit a SIP. In July 2009, Wisconsin issued both a draft Attainment Demonstration and a Redesignation request. Based on our review of these drafts, we do not believe we would be subject to any further requirements to reduce emissions. The EPA must take final approval action once Wisconsin finalizes their submittals.

In March 2008, the EPA announced its decision to further lower the 8-hour ozone standard. Although additional counties may be designated as non-attainment areas under the revised standard, until those designations become final and until any potential additional rules are

47


adopted, we are unable to predict the impact on the operation of our existing coal-fired generation facilities.

PM2.5 Standard:   In December 2004, the EPA designated PM2.5 non-attainment areas in the country. All counties in Wisconsin and all counties in the Upper Peninsula of Michigan were designated as in attainment with the standard. In December 2006, a more restrictive federal standard became effective; however, on February 24, 2009 the D.C. Circuit Court of Appeals issued a decision on the revised standard and remanded it back to the EPA for revision. The court's decision will likely result in an even more stringent annual PM2.5 standard. Until such time as the EPA revises the standard consistent with the court's decision and the states develop rules and submit SIPs to the EPA to demonstrate how they intend to comply with the standard, we are unable to predict the impact of this more restrictive standard on the operation of our existing coal-fired generation facilities or our new PTF generating units being leased by Wisconsin Electric including OC 1, OC 2 and PWGS.

Clean Air Mercury Rule:   The EPA issued the final CAMR in March 2005, following the agency's 2000 regulatory determination that utility mercury emissions should be regulated. CAMR would limit mercury emissions from new and existing coal-fired power plants and cap utility mercury emissions in two phases, applicable in 2010 and 2018. The caps would limit emissions at approximately 20% and ultimately 70% below current utility mercury levels.

The federal rule was challenged by a number of states including Wisconsin and Michigan. In February 2008, the U.S. Court of Appeals for the D.C. Circuit vacated CAMR and sent the rule back to the EPA for reconsideration.  The D.C. Circuit denied a request for a rehearing and the parties subsequently petitioned the U.S. Supreme Court for review of the D.C. Circuit's decision. In February 2009, the U.S. Supreme Court denied the petition for certiorari.  In December 2008, a number of environmental groups also filed a complaint with the D.C. Circuit asking that the court place the EPA on a schedule for promulgating Maximum Achievable Control Technology limits for electric utilities. This latest complaint is still being processed by the D.C. Circuit.

Clean Air Visibility Rule:   The EPA issued CAVR in June 2005 to address Regional Haze, or regionally-impaired visibility caused by multiple sources over a wide area. The rule defines BART requirements for electric generating units and how BART will be addressed in the 28 states subject to EPA's CAIR. Under CAVR, states are required to identify certain industrial facilities and power plants that affect visibility in the nation's 156 Class I protected areas. States are then required to determine the types of emission controls that those facilities must use to control their emissions. The pollutants from power plants that reduce visibility include particulate matter or compounds that contribute to fine particulate formation, NOx, SO2 and ammonia. States were required to submit SIPs to implement CAVR to the EPA by December 2007. Wisconsin has not yet submitted a SIP. Michigan submitted a SIP, which was partially approved. The reductions associated with the state plans are scheduled to begin to take effect in 2014, with full implementation before 2018. In response to a citizen suit, in January 2009, the EPA issued a finding of failure to 37 states, including Wisconsin and Michigan, regarding their failure to submit SIPs. The finding starts a two-year review window for the EPA to issue Federal Implementation Plans, unless a state submits and receives SIP approval. Failure to submit an approved SIP does not initiate any federal sanctions against the states.

Wisconsin and Michigan have completed the BART rules, which cover one aspect of CAVR regulations. Wisconsin BART rules became effective in July 2008 and Michigan BART rules became effective in September 2008.

Both Wisconsin and Michigan BART rules are based, in part, on utility reductions of NOx and SO2 that were expected to occur under CAIR. Therefore, we will not be able to determine final impacts of these

48


rules until the EPA completes a new CAIR rule pursuant to a ruling by the U.S. Court of Appeals for the D.C. Circuit requiring it to do so.

Clean Water Act:   Section 316(b) of the CWA requires that the location, design, construction and capacity of cooling water intake structures reflect BTA for minimizing adverse environmental impact. This law dates back to 1972; however, prior to September 2004, there were no federal rules that defined precisely how states and the EPA regions were to make BTA determinations for existing facilities. In September 2004, the EPA adopted its "Phase II rule" which established, for the first time, national performance standards and compliance alternatives for existing facilities that are designed to minimize the potential adverse environmental impacts to aquatic organisms associated with water withdrawals from cooling water intakes. Costs associated with implementation of the 316(b) rules for Wisconsin Electric's Oak Creek Power Plant, We Power's Oak Creek expansion and PWGS were included in project costs.

In January 2007, the Federal Court of Appeals for the Second Circuit issued a decision concerning the Phase II rule for existing facilities (Riverkeeper, Inc. v. EPA, 475 F. 3d 83 (2d Cir. 2007)). The Second Circuit found certain portions of the rule impermissible, including portions that permitted approval of water intake system technologies based on a cost-benefit analysis, and remanded several parts of the Phase II rule to the EPA for further consideration or potential additional rulemaking. Subsequently, industry representatives sought the U.S. Supreme Court's review of the Second Circuit decision.

In April 2009, the Supreme Court issued its decision on the Phase II rule. As it relates to the cost-benefit analysis, the Supreme Court reversed the Second Circuit and held that it was permissible for the EPA to rely on cost-benefit analysis in setting national performance standards and in providing variances from those standards. The Supreme Court did not address other aspects of the Second Circuit decision. The Supreme Court remanded the case for further proceedings consistent with its opinion.

Until the EPA completes its reconsideration and rulemaking, we cannot predict what impact these changes may have on our facilities. The decision will not affect the new units at the Oak Creek expansion, because those units were permitted based on a BTA decision under the Phase I rule for new facilities.

Climate Change Legislation:   Global warming is increasingly a concern for the energy industry. Federal and state legislative proposals have been introduced to regulate the emission of greenhouse gases, particularly CO2, and the President and his administration have made it clear that they are focused on reducing such emissions. In addition, there have been international efforts seeking legally binding reductions in emissions of greenhouse gases.

The American Clean Energy and Security Act of 2009 (otherwise known as the Waxman-Markey Bill) passed the U.S. House of Representatives on June 26, 2009. The Bill, among other things, (i) establishes a federal renewable energy standard; (ii) permits energy efficiency measures to satisfy part of the renewable energy standard; and (iii) establishes a cap-and-trade-program to reduce greenhouse gas emissions from various sectors of the economy, including electric and natural gas utilities. The debate regarding federal climate legislation is ongoing in the U.S. Senate, which is considering similar legislation.

The Governors of both Michigan and Wisconsin have signed on to the "Midwestern Greenhouse Gas Reduction Accord" and the associated "platform" document developed through the Midwestern Governors Association. The stated goal of the platform is to "maximize the energy resources and economic advantages and opportunities of Midwestern states while reducing emissions of atmospheric CO2 and other greenhouse gases". The group charged with developing a regional cap-and-trade system under this Accord has recommended a plan that calls for a 20% reduction in greenhouse gas emissions

49


from 2005 levels by 2020 and an 80% reduction by 2050. The group has stated that it prefers a federal cap-and-trade system, but it developed the plan in the event Congress fails to act by 2012.

We continue to monitor the legislative and regulatory developments in this area, including those in the U.S. Congress.

Depending on the extent of rate recovery, we anticipate that any cap-and-trade program that may be adopted, either at the federal or regional level, could have a material adverse impact on our electric generation and natural gas distribution operations. Such regulation could make some of our electric generating units uneconomic to maintain or operate, and could affect future results of operations, cash flows and possibly financial condition if such costs are not recovered through regulated rates.

There is no guarantee that we will be allowed to fully recover costs incurred to comply with any future legislation and/or regulation that requires a reduction in greenhouse gas emissions or that cost recovery will not be delayed or otherwise conditioned. Although we expect the regulation of greenhouse gas emissions could have a material adverse impact on our operations and rates, we believe it is premature to attempt to quantify the possible costs of the impacts.

EPA Advance Notice of Proposed Rulemaking:   In July 2008, the EPA issued an ANPR seeking comment on a large array of possible regulatory actions it is contemplating under the CAA to reduce greenhouse gas emissions. The proposed rules impact virtually all aspects of the economy including electric and natural gas utilities.

The EPA ANPR followed a U.S. Supreme Court decision in 2007 requiring the EPA to regulate greenhouse gas emissions from new motor vehicles under the CAA if it finds that they endanger public health or welfare. The ANPR sought comment on whether the EPA should make that finding and, if so, the types of regulations it should adopt. The comment period has closed, and in April 2009 the EPA issued for public comment its finding that greenhouse gas emissions endanger public health and welfare, and that new motor vehicles contribute to greenhouse gas emissions and the threat of climate change. The EPA states that the proposed action, if finalized, would not itself impose any requirements on industry or other entities. An endangerment finding is the first step in the process of regulating greenhouse gas emissions under the CAA.

A decision to regulate greenhouse gas emissions under one section of the CAA could lead to regulation of greenhouse gas emissions under other sections of the Act, including sections establishing permitting requirements for major stationary sources of air pollutants like electric generating plants. Although it is difficult to predict at this time, such a finding or subsequent rulemaking could have a material adverse impact on our operations.

See Factors Affecting Results, Liquidity and Capital Resources -- Environmental Matters in Item 7 of our 2008 Annual Report on Form 10-K for additional information regarding environmental matters affecting our operations.

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For information concerning market risk exposures at Wisconsin Energy Corporation, see Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations -- Factors Affecting Results, Liquidity and Capital Resources -- Market Risks and Other Significant Risks, in Part II of our 2008 Annual Report on Form 10-K.


50


ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures:   Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this report. Based upon such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures are effective (i) in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act and (ii) to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Internal Control Over Financial Reporting:   There has not been any change in our internal control over financial reporting (as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the fiscal quarter to which this report relates that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.




PART II -- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The following should be read in conjunction with Item 3. Legal Proceedings in Part I of our 2008 Annual Report on Form 10-K.

In addition to those legal proceedings discussed in our reports to the SEC, we are currently, and from time to time, subject to claims and suits arising in the ordinary course of business. Although the results of these legal proceedings cannot be predicted with certainty, management believes, after consultation with legal counsel, that the ultimate resolution of these proceedings will not have a material adverse effect on our financial statements.

UTILITY RATES AND REGULATORY MATTERS

See Management's Discussion and Analysis of Financial Condition and Results of Operations -- Factors Affecting Results, Liquidity and Capital Resources -- Utility Rates and Regulatory Matters in Part I of this report for information concerning rate matters in the jurisdictions where Wisconsin Electric, Wisconsin Gas and Edison Sault do business.

OTHER MATTERS

Cash Balance Pension Plan:   See Factors Affecting Results, Liquidity and Capital Resources -- Legal Matters in Management's Discussion and Analysis of Financial Condition and Results of Operations in Part I of this report for information concerning an alleged violation of ERISA by our cash balance pension plan.


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ITEM 1A. RISK FACTORS

See Item 1A. Risk Factors in our 2008 Annual Report on Form 10-K for a discussion of certain risk factors applicable to us.

 

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table sets forth information regarding the purchases of our equity securities made by or on behalf of us or any affiliated purchaser (as defined in Exchange Act Rule 10b-18) during the three-month period ended June 30, 2009.







2009

 





Total Number of Shares
Purchased (a)

 





Average Price Paid per Share

 



Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

 

Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs

               

(Millions of Dollars)

April 1-
April 30

 

2,028      

 

$39.81   

 


-         

 


$   -      

                 

May 1-
May 31

 

-          

 

-      

 


-         

 


$   -      

                 

June 1-
June 30

 

-          

 

-      

 


-         

 


$   -      

Total

 

2,028      

 

$39.81   

 

-         

 

$   -      

(a)

All shares reported during the quarter were surrendered by employees to satisfy tax withholding obligations upon vesting of restricted stock.

 

 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At Wisconsin Energy's 2009 Annual Meeting of Stockholders held on May 7, 2009, stockholders voted on the following items with the following results:

Item 1 -- Election of Nine Directors for Terms Expiring in 2010: The Board of Directors' nominees named below were elected as directors by the indicated votes and percentages cast for each nominee. Directors are elected by a plurality of the votes cast by the shares entitled to vote. Any shares not voted, whether by withheld authority, broker non-votes or otherwise, have no effect in the election of directors. There was no solicitation in opposition to the nominees proposed in our Proxy Statement.


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Nominee

 

Shares For

 

Shares Withheld

                 

John F. Bergstrom

 

73,700,724  

 

75.22%  

 

24,276,372  

 

24.78%  

Barbara L. Bowles

 

95,654,860  

 

97.62%  

 

2,322,236  

 

2.38%  

Patricia W. Chadwick

 

96,569,708  

 

98.56%  

 

1,407,388  

 

1.44%  

Robert A. Cornog

 

95,723,993  

 

97.70%  

 

2,253,103  

 

2.30%  

Curt S. Culver

 

96,315,731  

 

98.30%  

 

1,661,365  

 

1.70%  

Thomas J. Fischer

 

96,086,641  

 

98.07%  

 

1,890,455  

 

1.93%  

Gale E. Klappa

 

95,209,940  

 

97.17%  

 

2,767,156  

 

2.83%  

Ulice Payne, Jr.

 

75,312,300  

 

76.86%  

 

22,664,796  

 

23.14%  

Frederick P. Stratton, Jr.

 

75,014,797  

 

76.56%  

 

22,962,299  

 

23.44%  


Item 2 -- Ratification of Deloitte & Touche LLP as independent auditors for 2009: The Audit and Oversight Committee of the Board of Directors has sole authority to select, evaluate and, where appropriate, terminate and replace the independent auditors. The Audit and Oversight Committee appointed Deloitte & Touche LLP as our independent auditors for the fiscal year ending December 31, 2009, subject to stockholder ratification. The Committee believes that stockholder ratification of this matter is important considering the critical role the independent auditors play in maintaining the integrity of our financial statements. Stockholders ratified Deloitte & Touche LLP as independent auditors for fiscal year 2009 by the following vote:

Shares
Voted For

 

Percentage of Shares For

 

Shares
Voted Against

 

Percentage of Shares Against

 

Shares
Abstain

 

Percentage of Shares Abstain

95,016,926

 

96.97%

 

2,314,085

 

2.36%

 

646,085

 

0.67%

Of 116,914,008 voting shares outstanding as of the February 26, 2009 record date for the annual meeting, 97,977,096 shares (approximately 83.8% of the shares outstanding) were represented at the meeting.

Further information concerning these matters is contained in our Proxy Statement dated April 2, 2009 with respect to the 2009 Annual Meeting of Stockholders.


53


 

 

 

ITEM 5. OTHER INFORMATION

Effective April 30, 2009, we sold our water utility to the City of Mequon, Wisconsin for approximately $14.5 million. For further information on the sale of our water utility, see Note 5 -- Discontinued Operations in the Notes to Consolidated Condensed Financial Statements in this Form 10-Q.. We also reclassified the water utility results of operations as discontinued operations in the interim consolidated condensed income statements.

We have determined that the assets, liabilities and the results of the discontinued operations of the water utility were not material to our financial condition, results of operations or cash flows. However, we are required to retrospectively present the discontinued operations of our water utility as discontinued operations for all periods presented in future filings. The following table summarizes the net impacts of the discontinued operations of the water utility on our earnings as of December 31, 2008, 2007 and 2006:

 

2008

 

2007

 

2006

 

(In Millions)

 



As Previously Reported

 




As Revised

 


As Previously Reported

 



As Revised

 



As Previously Reported

 




As Revised

Income from Continuing    Operations


$358.6   

 


$357.7   

 


$336.5   

 


$335.7  

 


$312.5   

 


$311.8   

Income (Loss) from   Discontinued Operations,     Net of Tax



0.5   

 



1.4   

 



(0.9)  

 



(0.1) 

 



3.9   

 



4.6   

Net Income

$359.1   

 

$359.1   

 

$335.6   

 

$335.6  

 

$316.4   

 

$316.4   


54


 

ITEM 6. EXHIBITS

Exhibit No.

10  

Material Contracts

   

10.1  

Credit Agreement, dated as of April 6, 2006, among Wisconsin Energy Corporation, as Borrower, the Lenders identified therein, and JP Morgan Chase Bank, N.A., as Administrative Agent and Fronting Bank.

   

10.2  

Credit Agreement, dated as of March 30, 2006, among Wisconsin Electric Power Company, as Borrower, the Lenders identified therein, and U.S. Bank National Association, as Administrative Agent and Fronting Bank.

  

 

31  

Rule 13a-14(a) / 15d-14(a) Certifications

   

31.1  

Certification Pursuant to Rule 13a-14(a) or 15d-14(a), as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.

   

31.2  

Certification Pursuant to Rule 13a-14(a) or 15d-14(a), as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.

   

32  

Section 1350 Certifications

   

32.1  

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

   

32.2  

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

   

101  

Interactive Data File


55


 

 

 

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 ENERGY CORPORATION

 

(Registrant)

   
 

/s/STEPHEN P. DICKSON                                    

Date: August 4, 2009

Stephen P. Dickson, Vice President and Controller, Principal Accounting Officer and duly authorized officer


56


 

Income Statement:   Once the PTF units are placed in service, we expect to recover in rates the lease costs which reflect the authorized cash construction costs of the units plus a return on the investment. The authorized cash costs are established by the PSCW. The authorized cash costs exclude capitalized interest since carrying costs are recovered during the construction of the units. The lease payments are expected to be levelized, except that OC 1 and OC 2 will be recovered on a levelized basis that has a one time 10.6% escalation after the first five years of the leases. The leases established a set return on equity component of 12.7% after tax. The interest component of the return is determined up to 180 days prior to the date that the units are placed in service.

We recognize revenues related to the lease payments that are included in our rates. In addition, our revenues include the amortization of the deferred revenues that reflect the carrying costs that are collected during construction. The deferred revenue is amortized on a straight line basis over the lease term. We depreciate the units on a straight line basis over their expected service life.

In July 2005, PWGS 1 was placed in service. This asset had a cost of approximately $364.3 million, which included approximately $31.1 million of capitalized interest. The asset is being depreciated over its estimated useful life of 37 years. The cost of the plant, plus a return on the investment, is expected to be recovered through Wisconsin Electric's rates over a 25 year period at an annual amount of approximately $48 million.

In November 2007, the coal handling system for Oak Creek was placed into service. This asset had a cost of approximately $199.1 million. This asset is being depreciated over its estimated useful life of 40 years. The cost of the system, plus a return on the investment, is expected to be recovered through Wisconsin Electric's rates over a 32 year period at an annual amount of approximately $24 million.

In May 2008, PWGS 2 was placed in service. This asset had a cost of approximately $366.0 million, which included approximately $34.0 million of capitalized interest. The asset is being depreciated over its estimated useful life of 37 years. The cost of the plant, plus a return on the investment, is expected to be recovered through Wisconsin Electric's rates over a 25 year period at an annual amount of approximately $49 million.

In January 2009, the new water intake system that serves both the existing units at Oak Creek and OC 1 and OC 2 was placed in service. This asset had a cost of approximately $132.5 million. This asset is being depreciated over its estimated useful life of 40 years. The cost of the system, plus a return on the investment, is expected to be recovered through Wisconsin Electric's rates over a 31 year period at an annual amount of approximately $16 million.


 4 -- COMMON EQUITY

Share-Based Compensation Expense:   For a description of share-based compensation, including stock options, restricted stock and performance units, see Note J -- Common Equity in our 2008 Annual Report on Form 10-K. We utilize the straight-line attribution method for recognizing share-based compensation expense. Accordingly, for employee awards, equity classified share-based compensation cost is measured at the grant date based on the fair value of the award, and is recognized as expense over the requisite service period. There were no modifications to outstanding stock options during the period. Shares purchased on the open market by our independent agents are currently used to satisfy share-based awards.

The following table summarizes recorded pre-tax share-based compensation expense and the related tax benefit for share-based awards made to our employees and directors:


14