-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OwnBBcZL/9zMMHhj5vGaeCBlWRUEU+9YT9chyagFQATyaTJhLrNYsvbWztVTjD7R Q94Drsjmkv+X4HxbpWYKPQ== 0000100122-00-000002.txt : 20000302 0000100122-00-000002.hdr.sgml : 20000302 ACCESSION NUMBER: 0000100122-00-000002 CONFORMED SUBMISSION TYPE: U-3A-2 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000229 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TUCSON ELECTRIC POWER CO CENTRAL INDEX KEY: 0000100122 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 860062700 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-3A-2 SEC ACT: SEC FILE NUMBER: 069-00293 FILM NUMBER: 557182 BUSINESS ADDRESS: STREET 1: 220 W 6TH ST STREET 2: P O BOX 711 CITY: TUCSON STATE: AZ ZIP: 85701 BUSINESS PHONE: 5025714000 FORMER COMPANY: FORMER CONFORMED NAME: TUCSON GAS & ELECTRIC CO /AZ/ DATE OF NAME CHANGE: 19790528 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNISOURCE ENERGY CORP CENTRAL INDEX KEY: 0000941138 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 860786732 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: U-3A-2 SEC ACT: SEC FILE NUMBER: 069-00293-02 FILM NUMBER: 557183 BUSINESS ADDRESS: STREET 1: 220 WEST SIXTH STREET STREET 2: P O BOX 711 CITY: TUCSON STATE: AZ ZIP: 85701 BUSINESS PHONE: 5205714000 MAIL ADDRESS: STREET 1: 220 WEST SIXTH STREET STREET 2: P O BOX 711 CITY: TUCSON STATE: AZ ZIP: 87701 U-3A-2 1 U3A2 File No. 69-427 File No. 69-293 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM U-3A-2 Statement by Holding Company Claiming Exemption Under Rule U-3A-2 from the Provisions of the Public Utility Holding Company Act of 1935 To be Filed Annually Prior to March 1 ------------------------------------- UNISOURCE ENERGY CORPORATION ---------------------------- hereby files with the Securities and Exchange Commission, pursuant to Rule 2, its statement claiming exemption as a holding company, and TUCSON ELECTRIC POWER COMPANY ----------------------------- hereby files with the Securities and Exchange Commission, pursuant to Rule 2, its statement claiming exemption as a holding company from the provisions of the Public Utility Holding Company Act of 1935, and submits the following information: 1. Name, State of organization, location and nature of business of claimant[s] and every subsidiary thereof, other than any exempt wholesale generator (EWG) or foreign utility company in which claimant[s] directly or indirectly holds an interest. UniSource Energy Corporation ("UniSource Energy") was incorporated under the laws of the State of Arizona and is a holding company organized to acquire and hold the securities of other corporations. UniSource Energy controls, directly or indirectly, 50% or more of the "voting securities" of the following subsidiaries: I. Tucson Electric Power Company ("TEP") was incorporated under the laws of the State of Arizona and is a wholly-owned subsidiary of UniSource Energy. TEP was organized as an operating public utility engaged in the generation, purchase, transmission, distribution and sale of electricity to retail customers in the City of Tucson, Arizona, and the surrounding area and to wholesale customers. TEP holds the stock of Escavada Company, San Carlos Resources Inc. ("San Carlos"), Sierrita Resources Inc. ("SRI"), Tucson Resources Inc. ("TRI") and Tucsonel Inc. A. Escavada Company was incorporated under the laws of the State of Arizona and is a wholly-owned subsidiary of TEP engaged in the business of maintaining miscellaneous assets and property. B. San Carlos was incorporated under the laws of the State of Arizona and is a wholly-owned subsidiary of TEP. San Carlos holds the title to Unit No. 2 of the Springerville Generating Station, a generating facility in commercial operation located in Apache County, Arizona, and is the lessee, jointly and severally with TEP, of an undivided one-half interest in all facilities and personal property used in common between Unit No. 1 and Unit No. 2 of the Springerville Generating Station. San Carlos is not the operator of Unit No. 2 or any of such common facilities. C. SRI was incorporated under the laws of the State of Delaware and is a wholly-owned subsidiary of TEP. SRI was formed primarily to invest in financial assets. 1. Santa Cruz Resources Inc. was incorporated under the laws of the State of Delaware and is a wholly- owned subsidiary of SRI. Santa Cruz Resources Inc. holds an investment in a financial service company. D. TRI was incorporated under the laws of the State of Delaware and is a wholly-owned subsidiary of TEP. TRI was organized primarily to invest in financial assets. 1. Sabino Investing Inc. was incorporated under the laws of the State of Delaware and is a wholly-owned subsidiary of TRI. Sabino Investing Inc. holds certain real estate assets. E. Tucsonel Inc. was incorporated under the laws of the State of Arizona and is a wholly-owned subsidiary of TEP. Tucsonel Inc. is presently inactive. II. Millennium Energy Holdings, Inc. ("Millennium") was incorporated under the laws of the State of Arizona and is a wholly-owned subsidiary of UniSource Energy. Millennium holds the stock of Advanced Energy Technologies, Inc. ("AET"), MEH Corporation ("MEH"), Nations Energy Corporation ("Nations") and Southwest Energy Solutions, Inc. ("SES"). A. AET was incorporated under the laws of the State of Arizona and is a wholly-owned subsidiary of Millennium. AET was organized to develop certain distributed energy projects, as well as renewable energy sources. 1. Global Solar Energy, L.L.C. ("Global Solar") as formed under the laws of the State of Arizona and is 50% owned by AET. Global Solar was organized for the purpose of engaging in the manufacture and sale of thin film photovoltaic modules for distributed energy applications. In November 1999, Millennium and ITN Energy Systems, Inc. ("ITN") entered into an agreement in which AET made a firm commitment to acquire an additional 17% of Global Solar from ITN. B. MEH was incorporated under the laws of the State of Arizona and is a wholly-owned subsidiary of Millennium. MEH was organized to hold an interest in NewEnergy, Inc, (previously known as New Energy Ventures, Inc.). On July 23, 1999, MEH sold all of its interest in NewEnergy, Inc. to a third party. C. Nations was incorporated under the laws of the State of Arizona and is a wholly-owned subsidiary of Millennium. Nations was organized to develop and invest in independent power projects in global energy markets, including QFs, EWGs and FUCOs, located in the United States and abroad. 1. Nations-Colorado Energy Corporation ("Nations- Colorado") was incorporated under the laws of the State of Delaware and is a wholly-owned subsidiary of Nations. Nations-Colorado held a 1% limited partnership interest in a partnership, which owned and operated an electric and thermal energy generating facility serving Coors Brewing Company in Golden, Colorado; however, this limited partnership interest was divested in June 1999. The facility was a "qualifying facility" under the Public Utility Regulatory Policies Act of 1978. 2. Nations Energy-Chalmette, LLC was formed under the laws of the State of Delaware and is a wholly- owned subsidiary of Nations. Nations Energy-Chalmette, LLC was formed to own and operate an electric and thermal energy generating facility serving the Mobil Chalmette Oil Refinery in Chalmette, Louisiana. The facility is to be a "qualifying facility" under the Public Utility Regulatory Policies Act of 1978. 3. Nations Energy Holland Holding B.V. ("Nations Energy Holland") was formed under the laws of the Netherlands and during 1999 was 89% owned by Nations and 11% owned by Nations ECK, L.L.C. Nations Energy Holland was organized for the purpose of investing in international independent power projects. On January 25, 2000, all of the stock of Nations Energy Holland was sold to an affiliate of TM Power Ventures, L.L.C. a. Nations Kladno B.V. was formed under the laws of the Netherlands and during 1999 was 50% owned by Nations Energy Holland. Nations Kladno B.V. was organized for the purpose of holding an interest in an independent power project in the Czech Republic. On January 25, 2000, all of Nations Energy Holland's interest in Nations Kladno B.V. was sold to an affiliate of TM Power Ventures, L.L.C. b. Nations Kladno II B.V. was formed under the laws of the Netherlands and during 1999 was 50% owned by Nations Energy Holland. Nations Kladno II B.V. was organized for the purpose of holding an interest in an independent power project in the Czech Republic. On January 25, 2000, all of Nations' interest in Nations Kladno II B.V. was effectively transferred to an affiliate of TM Power Ventures, L.L.C. by virtue of the sale of Nation Energy Holland shares referred to in paragraph (3) above. 4. Nations International Ltd. was incorporated under the laws of the Cayman Islands and is a wholly-owned subsidiary of Nations. Nations International Ltd. was organized for the purpose of investing in international independent power projects. Nations International Ltd. owns a 40% interest in Corporacion Panamena de Energia S.A., a Panama company, ("COPESA"), which owns a power project located in Panama. a. Biomasa Generacion, S. de R.L. de C.V. was formed under the laws of Honduras and is 91% owned by Nations International Ltd. Biomasa Generacion, S. de R.L. de C.V. was organized for the purpose of developing and owning biomass-fueled non-utility generating projects in Honduras. b. Nations BioGen Ltd. was incorporated under the laws of the Cayman Islands and is a wholly-owned subsidiary of Nations International Ltd. Nations BioGen Ltd. was organized for the purpose of investing in international independent power projects. c. Nations Curacao Ltd. was incorporated under the laws of the Cayman Islands and is a wholly-owned subsidiary of Nations International Ltd. Nations Curacao Ltd. was organized for the purpose of investing in international independent power projects. d. Nation Curacao Operating Ltd. was incorporated under the laws of the Cayman Islands and is a wholly-owned subsidiary of Nations International Ltd. Nations Curacao Operating Ltd. was organized for the purpose of operating or contracting with others to operate the independent power project(s) being developed and owned by Nations International Ltd. or subsidiaries thereof. e. Suministradora de Materials Organicos, S.R.L. de C.V. was formed under the laws of Honduras and is 91% owned by Nations International Ltd. Suministradora de Materials Organicos, S.R.L. de C.V. was organized for the purpose of administering fuel supply to biomass projects in Honduras. f. Nations Panama Energy Corporation was organized under the laws of the Republic of Panama and is a wholly-owned subsidiary of Nations International, Ltd. Nations Panama Energy Corporation was organized for the purpose of structuring and developing projects for the generation, transmission and commercialization of electric power in all of its forms. 5. Nations ECK, L.L.C. was incorporated under the laws of the State of Delaware and during 1999, was a wholly-owned subsidiary of Nations and owned 11% of Nations Energy Holland. Nations ECK, L.L.C. was formed for the purpose of being a service company. In January 2000, Nations ECK, L.L.C. was merged into Nations. D. SES was incorporated under the laws of the State of Arizona and is a wholly-owned subsidiary of Millennium. SES was organized for the purpose of supplying a variety of ancillary "beyond the meter" energy products and services to retail electric customers. 1. SWPP Investment Company was incorporated under the laws of the State of Arizona and is a wholly-owned subsidiary of SES. SWPP Investment Company was organized for the purpose of manufacturing and selling concrete utility products. a. Sentinel Concrete Utility Poles, L.L.C. was formed under the laws of the State of Arizona and is 50% owned by SWPP Investment Company. Sentinel Concrete Utility Poles, L.L.C. was organized for the purpose of marketing and distributing concrete utility poles and products. b. SWPP International Ltd. was incorporated under the laws of the Cayman Islands and is a wholly-owned subsidiary of SWPP Investment Company. SWPP International Ltd. was organized to invest in a Mexican joint venture(s) related to the manufacturing and selling of concrete utility poles. (1) Productos de Concreto Internacionales, S. de R.L. de C.V. was formed under the laws of Mexico and is 50% owned by SWPP International Ltd. Productos de Concreto Internacionales, S. de R.L. de C.V. was organized for the purpose of manufacturing and selling concrete utility poles and products. UniSource Energy controls, directly or indirectly, less than 10% of the "voting securities" of the following companies: None. 2. A brief description of the properties of claimant[s] and each of its subsidiary public utility companies used for the generation, transmission and distribution of electric energy for sale, or for the production, transmission and distribution of natural or manufactured gas, indicating the location of principal generating plants, transmission lines, producing fields, gas manufacturing plants, and electric and gas distribution facilities, including all such properties which are outside the State in which claimant[s] and its subsidiaries are organized and all transmission or pipelines which deliver or receive electric energy or gas at the borders of such State. UniSource Energy does not directly own any property used for the generation, transmission and distribution of electric energy for sale, or for the production, transmission and distribution of natural or manufactured gas. As of December 31, 1999, TEP owned or participated in an overhead electric transmission and distribution system consisting of 511 circuit-miles of 500 kV lines, 1,122 circuit-miles of 345 kV lines, 363 circuit-miles of 138 kV lines, 435 circuit-miles of 46 kV lines and 10,466 circuit- miles of lower voltage primary lines. The underground electric distribution system is comprised of 5,593 cable miles. Approximately 23% of the poles upon which the lower voltage lines are located are not owned by TEP. Electric substation capacity associated with the above-described electric system consisted of 179 substations with a total installed transformer capacity of 5,433,105 kVA. The above facilities are all located in Arizona except for certain transmission lines consisting of 560 circuit-miles of 345 kV in which TEP has a fractional undivided interest and which are located in the State of New Mexico and deliver electric energy to TEP's Arizona transmission lines at the Arizona- New Mexico border. Except as otherwise noted, at December 31, 1999 TEP owns or has a leasehold interest in the following generating stations:
Net Generating Capability Operating TEP's Share Source Location MW Agent % MW ---------- -------- ---------- --------- ----- ----- San Juan Station #1 Farmington, NM 327 PNM 50.0 163 San Juan Station #2 Farmington, NM 316 PNM 50.0 158 Navajo Station #1 Page, AZ 750 SRP 7.5 56 Navajo Station #2 Page, AZ 750 SRP 7.5 56 Navajo Station #3 Page, AZ 750 SRP 7.5 56 Four Corners Station #4 Farmington, NM 784 APS 7.0 55 Four Corners Station #5 Farmington, NM 784 APS 7.0 55 Irvington Station Tucson, AZ 422 TEP 100.0 422 Internal Combustion Tucson, AZ 122 TEP 100.0 122 Turbines Springerville Generating Station #1 Springerville, AZ 380 TEP 100.0 380 Springerville Generating Station #2 (1) Springerville, AZ 380 TEP 100.0 380 --- TOTAL 1,903 ===== - ----------------------------- (1) Title to Springerville #2 is held by San Carlos.
The electric generating stations, TEP's general office building, operating headquarters, the warehouse, service center and the electric distribution and electric transmission facilities owned by TEP are located in Arizona, except as otherwise noted. TEP, individually and in conjunction with Public Service Company of New Mexico in connection with the San Juan Station, has acquired easements and leases for transmission lines and a water diversion facility located on the Navajo Indian Reservation. TEP has also acquired easements for transmission facilities, related to the San Juan and Navajo Generating Stations, across the Zuni, Navajo and Tohono O'Odham Indian Reservations. Various undivided interests in the common facilities at the Irvington Generating Station which serve Unit 4 were sold and are leased back by TEP. The 50% undivided interest of San Carlos in the common facilities at the Springerville Generating Station were sold by San Carlos and leased back by TEP and San Carlos, jointly and severally. The coal-handling facilities at the Springerville Generating Station were sold and are leased back by TEP. TEP leases Springerville Unit 1, the fuel handling facilities for Springerville, and an undivided 50% interest in the facilities common to Unit 1 and Unit 2 through sale/leaseback arrangements. San Carlos holds title to Unit 2 of the Springerville Generating Station. 3. The following information for the last calendar year with respect to claimant[s] and each of its subsidiary public utility companies: a. Number of kWh of electric energy sold (at retail or wholesale), and Mcf of natural or manufactured gas distributed at retail. Electricity Gas ----------- --- UniSource Energy None None TEP 13,013,303,000 None San Carlos None None b. Number of kWh of electric energy and Mcf of natural or manufactured gas distributed at retail outside the State in which each company is organized. None. c. Number of kWh of electric energy and Mcf of natural or manufactured gas sold at wholesale outside the State in which each such company is organized, or at the State line. Electricity Gas ----------- --- UniSource Energy None None TEP 3,138,823,000 None San Carlos None None d. Number of kWh of electric energy and Mcf of natural or manufactured gas purchased outside the State in which each such company is organized or at the State line. Electricity Gas ----------- --- UniSource Energy None None TEP 2,254,628,000 None San Carlos None None 4. The following information for the reporting period with respect to claimant[s] and each interest it holds directly or indirectly in an EWG or a foreign utility company, stating monetary amounts in United States dollars: a. Name, location, business address and description of the facilities used by the EWG or foreign utility company for the generation, transmission and distribution of electric energy for sale or for the distribution at retail of natural or manufactured gas. Nations, an Arizona corporation, acting on behalf of ECK Generating, s.r.o., a limited liability company organized under the laws of the Czech Republic ("ECKG"), Energeticke Centrum Kladno, s.r.o. ("ECK"), and Corporacion Panamena de Energia S.A., a Panama company ("COPESA") hereby notifies the Commission, pursuant to Section 33(a) of the Act and Rule 57 thereunder, that during the reporting period each of ECKG, ECK and COPESA was a foreign utility company within the meaning of Section 33(a) of the Act. The name and business address for ECKG, ECK and COPESA are as follows: ECK Generating, s.r.o. and ECK COPESA 272 03 Kladno Avenida Federico Boyd Dubska-Teplarna E.D.F. Scotia Plaza Czech Republic PISO VI Panama City, Panama Listed below is a description of the ECKG/ECK and COPESA facilities: A. ECKG will lease (or purchase) and operate facilities in Kladno, Czech Republic, which are used for the generation and associated transmission and distribution of electric energy for sale (the "Existing Facilities"). The Existing Facilities, which ECKG will lease (or purchase) from ECK, provide 54 MW of electrical generating capacity and consist of eight coal-fired boilers, two condensing extraction steam turbine-generator units, plus heating steam and process steam extraction; an associated transformer and switch gears; and facilities used to effect retail sales, including a transformer, switch gears, and cabling. ECKG is also developing an improvement project (the "Improvement Project") that will increase the net electric capacity of the Existing Facilities to approximately 344 MW by developing a 246 MW coal-fired steam generating plant and a 70 MW gas-fired combustion turbine, plus associated transformers and switchgear (the "Expansion Facilities"). The Expansion Facilities will also include two stub transmission lines connecting the power station to two different substations. One transmission line is approximately one kilometer from the power station; the other is a few kilometers away. In addition, the Expansion Facilities may include another transmission line connecting the power station to a third substation in Prague, approximately 23 kilometers away. Finally, as part of the Improvement Project, 26 MW of steam generation capacity is expected to be retired from the Existing Facilities. Nations sold all of its interest in ECKG and associated facilities to affiliates of TM Power Ventures, L.L.C. on January 25, 2000. Accordingly, as of January 25, 2000, Nations no longer holds an interest in any of the companies related to such project. B. COPESA owns an approximately 42 MW diesel-fired combustion turbine facility located in Panama City, Panama. The project sells electricity to NORESTE, a distribution company formed in a recent privatization of utility assets in Panama. b. Name of each system company that holds an interest in such EWG or foreign utility company; and description of the interest held. The ownership of ECKG is as follows: A. Matra Powerplant Holdings B.V. ("Matra") holds an 89% equity interest in ECKG. Stredoceska Energeticke, a.s., a Czech joint-stock company, which is one of the eight Czech Republic government-owned regional electricity distribution companies and which operates in the Central Bohemia region of the Czech Republic, holds the remaining 11% equity interest in ECKG. B. Nations Kladno B.V. holds a 30% equity interest in Matra and during 1999, was a 50% owned subsidiary of Nations Energy Holland, which, during 1999, was a wholly- owned subsidiary, directly and indirectly, of Nations Energy. The remaining 50% interest in Nations Kladno B.V. was held by TM Kladno B.V., an affiliate of the TM Power Ventures, L.L.C. (the "TM Group"). On January 25, 2000, all of the shares of Nations Kladno B.V. and Nations Energy Holland held by Nations were sold to affiliates of the TM Group. C. Nations is a wholly-owned subsidiary of Millennium, an intermediary holding company for the unregulated business of UniSource Energy, whose electric utility subsidiary is subject to retail rate regulation by the Arizona Corporation Commission. Nations is primarily engaged in developing independent power projects. D. Kladno Power (No. 2) B.V., a wholly-owned subsidiary of NRG Energy, Inc., a Delaware corporation ("NRG"), holds a 50% equity interest in Matra. NRG is an indirect, wholly-owned subsidiary of Northern States Power Company (Minnesota) ("NSP"), an electric utility company which is subject to retail rate regulation by the Minnesota Public Utilities Commission, the North Dakota Public Service Commission, and the South Dakota Public Utilities Commission and whose wholly-owned subsidiary, Northern States Power Company (Wisconsin) ("NSPW"), is also an electric utility company subject to retail rate regulation by the Wisconsin Public Service Commission and the Michigan Public Service Commission. E. El Paso Kladno, B.V., a wholly-owned subsidiary of El Paso Electric International Company, a Delaware corporation, holds a 20% equity interest in Matra. The ownership of ECK is as follows: A. Nations Kladno II B.V. holds a 26.7% interest in ECK, which owns certain existing energy and coal facilities that are leased to ECKG as part of the ECKG Project. On January 25, 2000, all of Nations Energy's interest in Nations Kladno II B.V. was effectively transferred to an affiliate of the TM Group by virtue of the sale of NEHH shares referred to above. B. The remaining 73.3% interests in ECK are held by affiliates of Kladno Power (No. 2) B.V. and El Paso Kladno, B.V. The ownership of COPESA is as follows: A. Nations Energy International Ltd., a wholly-owned subsidiary of Nations, holds a 40% equity interest in COPESA. B. Electric Machinery Enterprises, a Florida company, holds a 21.5% equity interest in COPESA. C. Proquim, a Panama company, owns a 21.5% equity interest in COPESA. D. Roberto Roy, a Panamanian resident, holds a 15.3% equity interest in COPESA. E. The remaining 1.7% equity interest in COPESA is held by certain Panamanian individuals. c. Type and amount of capital invested, directly or indirectly, by the holding company claiming exemption; any direct or indirect guarantee of the security of the EWG or foreign utility company by the holding company claiming exemption; and any debt or other financial obligation for which there is recourse, directly or indirectly, to the holding company claiming exemption or another system company, other than the EWG or foreign utility company. During 1999, approximately $1.9 million was invested in ECKG by Nations subsidiaries and characterized as debt, and $446,000 was invested in ECK as equity. Project debt with respect to ECKG is non-recourse to Nations, its subsidiaries and affiliates, including the holding company. During 1999, $192,200 was invested by Nations Energy International Ltd. as additional equity in COPESA. Project debt in COPESA is non-recourse. d. Capitalization and earnings of the EWG or foreign utility company during the reporting period. The ECKG Project was capitalized at approximately $401 million. ECK was capitalized separately at approximately $16 million. During 1999, ECKG reported a net loss of approximately $16.3 million, and ECK recorded a net loss of approximately $322,000. The ECKG project itself was still under construction during the reporting period. The COPESA Project was capitalized at approximately $32 million. During 1999, COPESA reported a net loss of approximately $900,000. e. Identify any service, sales or construction contract(s) between the EWG or foreign utility company and a system company, and describe the services to be rendered or goods sold and fees or revenues under such agreement(s). Inapplicable. EXHIBIT A --------- Consolidating statements of income of the claimants and their subsidiary companies for the last calendar year, together with the consolidating balance sheets of claimants and their subsidiary companies as of the close of such calendar year. This statement is being filed by TEP to claim exemption in the event that San Carlos Resources Inc. is an "electric utility company" under the Act. However, the filing of this statement is not an acknowledgment by TEP that San Carlos Resources Inc. is an "electric utility company." The above-named claimants have caused this statement to be duly executed on their behalf by its authorized officer on this 29th day of February, 2000. UNISOURCE ENERGY CORPORATION By: /s/ Karen G. Kissinger ------------------------- Karen G. Kissinger Vice President, Controller and Principal Accounting Officer TUCSON ELECTRIC POWER COMPANY By: /s/ Karen G. Kissinger ------------------------- Karen G. Kissinger Vice President, Controller and Chief Information Officer (Corporate Seal) Attest: /s/ Catherine Nichols - ----------------------- Name, title and address of officer to whom notices and correspondence concerning this statement should be addressed: Dennis R. Nelson, Vice President, General Counsel and Corporate Secretary, UniSource Energy Corporation, 220 West Sixth Street, Tucson, Arizona 85701 EXHIBIT A UNISOURCE ENERGY CORPORATION CONSOLIDATING BALANCE SHEET DECEMBER 31, 1999 (in thousands)
UNISOURCE TUCSON MILLENNIUM ENERGY ELECTRIC ENERGY CONSOL. 1999 CORP. POWER CO.* HOLDINGS** ADJUST. CONSOL. ----------- ----------- ----------- ----------- ----------- ASSETS Utility Plant Plant in Service $ $ 2,301,645 $ $ $ 2,301,645 Utility Plant Under Capital Leases 741,446 741,446 Construction Work in Progress 96,565 96,565 ----------- ----------- ----------- ----------- ----------- Total Utility Plant 3,139,656 3,139,656 Less Accumulated Depreciation and Amortization (1,105,371) (1,105,371) Less Accumulated Depreciation of Capital Lease Assets (304,429) (304,429) ----------- ----------- ----------- ----------- ----------- Total Utility Plant - Net 1,729,856 1,729,856 ----------- ----------- ----------- ----------- ----------- Investments and Other Property 379,797 67,838 46,645 (379,797) 114,483 ----------- ----------- ----------- ----------- ----------- Note Receivable from UniSource Energy 70,132 (70,132) - ----------- ----------- ----------- ----------- ----------- Current Assets Cash and Cash Equivalents 52,622 88,402 4,264 - 145,288 Accounts Receivable 15,534 70,739 27,812 (46,159) 67,926 Materials and Fuel - 42,035 84 - 42,119 Deferred Income Taxes - Current - 17,190 (42) - 17,148 Prepaid Pension Costs - 15,818 - - 15,818 Tax Settlement Deposit - 13,471 - - 13,471 Other 3,593 6,249 21,526 - 31,368 ----------- ----------- ----------- ----------- ----------- Total Current Assets 71,749 253,904 53,644 (46,159) 333,138 ----------- ----------- ----------- ----------- ----------- Deferred Debits - Regulatory Assets Transition Recovery Asset 370,291 370,291 Income Taxes Recoverable Through Future Revenues 79,497 79,497 Other Regulatory Assets 8,639 8,639 Deferred Debits - Other 20,351 20,351 ----------- ----------- ----------- ----------- ----------- Total Deferred Debits 478,778 478,778 ----------- ----------- ----------- ----------- ----------- Total Assets $ 451,546 $ 2,600,508 $ 100,289 $ (496,088) $ 2,656,255 =========== =========== =========== =========== =========== * Tucson Electric Power Company holds the stock of Escavada Company, San Carlos Resources Inc., Sierrita Resources Inc., Tucson Resources Inc., and Tucsonel Inc. See 1.I. for information regarding subsidiaries held by Sierrita Resources Inc. and Tucson Resources Inc. ** Millennium Energy Holdings, Inc. holds the stock of Advanced Energy Technologies, Inc., MEH Corporation, Nations Energy Corporation, and Southwest Energy Solutions, Inc. - Advanced Energy Technologies, Inc. owns 50% of Global Solar Energy, L.L.C. - Nations Energy Corporation holds the stock of Nations Energy Holland Holding B.V., Nations-Colorado Energy Corporation, Nations Energy-Chalmette, L.L.C., Nations ECK, L.L.C. and Nations International Ltd. See 1.II.C. for information regarding the subsidiaries held by Nations Energy Corporation's subsidiaries. - Southwest Energy Solutions, Inc. owns SWPP Investment Company. See 1.II.D.1. for information regarding the subsidiaries held by SWPP Investment Company.
EXHIBIT A UNISOURCE ENERGY CORPORATION CONSOLIDATING BALANCE SHEET DECEMBER 31, 1999 (in thousands)
UNISOURCE TUCSON MILLENNIUM ENERGY ELECTRIC ENERGY CONSOL. 1999 CORP. POWER CO. HOLDINGS ADJUST. CONSOL. ----------- ----------- ----------- ----------- ----------- CAPITALIZATION AND OTHER LIABILITIES Capitalization Common Stock $ 641,723 $ 641,009 $ - $ (641,009) $ 641,723 Additional Paid-In Capital - - 90,600 (90,600) - Accumulated Deficit (317,475) (370,875) (6,198) 377,073 (317,475) ----------- ----------- ----------- ----------- ----------- Common Stock Equity 324,248 270,134 84,402 (354,536) 324,248 Capital Lease Obligations - 880,111 316 - 880,427 Long-Term Debt 95,393 1,135,820 - (95,393) 1,135,820 ----------- ----------- ----------- ----------- ----------- Total Capitalization 419,641 2,286,065 84,718 (449,929) 2,340,495 ----------- ----------- ----------- ----------- ----------- Current Liabilities Current Obligations Under Capital Leases - 36,263 72 36,335 Current Maturities of Long-Term Debt - 48,603 - 48,603 Accounts Payable 28,006 41,277 9,185 (46,078) 32,390 Interest Accrued - 66,311 - 66,311 Taxes Accrued 743 27,738 2,893 31,374 Accrued Employee Expenses - 10,591 191 10,782 Other 2,588 6,285 61 8,934 ----------- ----------- ----------- ----------- ----------- Total Current Liabilities 31,337 237,068 12,402 (46,078) 234,729 ----------- ----------- ----------- ----------- ----------- Deferred Credits and Other Liabilities Deferred Income Taxes - Noncurrent 568 38,913 3,045 - 42,526 Other - 38,462 124 (81) 38,505 ----------- ----------- ----------- ----------- ----------- Total Deferred Credits and Other Liabilities 568 77,375 3,169 (81) 81,031 ----------- ----------- ----------- ----------- ----------- Total Capitalization and Other Liabilities $ 451,546 $ 2,600,508 $ 100,289 $ (496,088) $ 2,656,255 =========== =========== =========== =========== ===========
EXHIBIT A UNISOURCE ENERGY CORPORATION CONSOLIDATING STATEMENT OF INCOME TWELVE MONTHS ENDED DECEMBER 31, 1999 (in thousands except for per share amounts)
UNISOURCE TUCSON MILLENNIUM ENERGY ELECTRIC ENERGY CONSOL. 1999 CORP. POWER CO. HOLDINGS ADJUST. CONSOL. ----------- ----------- ----------- ----------- ----------- Operating Revenues Retail Customers $ $ 632,864 $ $ (271) $ 632,593 Sales for Resale 171,219 171,219 ----------- ----------- ----------- ----------- ----------- Total Operating Revenues - 804,083 - (271) 803,812 ----------- ----------- ----------- ----------- ----------- Operating Expenses Fuel and Purchased Power 286,349 286,349 Capital Lease Expense 85,320 85,320 Amortization of Springerville Unit 1 Allowance (29,098) (29,098) Other Operations 105,966 105,966 Maintenance and Repairs 36,949 36,949 Depreciation and Amortization 92,583 92,583 Amortization of Transition Recovery Asset 2,241 2,241 Taxes Other Than Income Taxes 47,789 47,789 Income Taxes 18,268 18,268 ----------- ----------- ----------- ----------- ----------- Total Operating Expenses - 646,367 - - 646,367 ----------- ----------- ----------- ----------- ----------- Operating Income - 157,716 - (271) 157,445 ----------- ----------- ----------- ----------- ----------- Other Income (Deductions) Income Taxes 3,592 (4,082) (12,434) - (12,924) Interest Income 921 7,935 - - 8,856 Interest Income - Note Receivable from UniSource Energy - 9,937 - (9,937) - Gain on the Sale of NewEnergy - - 34,651 - 34,651 Unregulated Energy Businesses - - (11,276) - (11,276) Other Income (Deductions) 84,531 2,602 - (84,145) 2,988 ----------- ----------- ----------- ----------- ----------- Total Other Income (Deductions) 89,044 16,392 10,941 (94,082) 22,295 ----------- ----------- ----------- ----------- ----------- Interest Expense Long-Term Debt 9,937 66,836 (9,937) 66,836 Interest on Capital Leases 16,241 16,241 Interest Imputed on Losses Recorded at Present Value 29,159 29,159 Other Interest Expense 10,994 10,994 ----------- ----------- ----------- ----------- ----------- Total Interest Expense 9,937 123,230 - (9,937) 123,230 ----------- ----------- ----------- ----------- ----------- Income Before Extraordinary Item 79,107 50,878 10,941 (84,416) 56,510 Extraordinary Item - Net of Tax - 22,597 - - 22,597 ----------- ----------- ----------- ----------- ----------- Net Income $ 79,107 $ 73,475 $ 10,941 $ (84,416) $ 79,107 =========== =========== =========== =========== =========== Average Shares of Common Stock Outstanding 32,321 Basic EPS Income Before Extraordinary Item $1.75 Extraordinary Item - Net of Tax $0.70 Net Income $2.45 Diluted EPS Income Before Extraordinary Item $1.74 Extraordinary Item - Net of Tax $0.69 Net Income $2.43
EXHIBIT A TUCSON ELECTRIC POWER COMPANY CONSOLIDATING BALANCE SHEET DECEMBER 31, 1999 (in thousands)
TUCSON ELECTRIC INVESTMENT CONSOL. 1999 POWER CO. SUBS * ADJUST. CONSOL. ----------- ----------- ----------- ----------- ASSETS Utility Plant Plant in Service $ 2,301,645 $ $ $ 2,301,645 Utility Plant Under Capital Leases 741,446 741,446 Construction Work in Progress 96,565 96,565 ----------- ----------- ----------- ----------- Total Utility Plant 3,139,656 3,139,656 Less Accumulated Depreciation and Amortization (1,105,371) (1,105,371) Less Accumulated Depreciation of Capital Lease Assets (304,429) (304,429) ----------- ----------- ----------- ----------- Total Utility Plant - Net 1,729,856 1,729,856 ----------- ----------- ----------- ----------- Investments and Other Property 65,886 5,204 (3,252) 67,838 ----------- ----------- ----------- ----------- Note Receivable from UniSource Energy 70,132 70,132 ----------- ----------- ----------- ----------- Current Assets Cash and Cash Equivalents 86,982 1,420 88,402 Accounts Receivable 74,623 5,856 (9,740) 70,739 Materials and Fuel 42,035 42,035 Deferred Income Taxes - Current 17,190 17,190 Prepaid Pension Costs 15,818 15,818 Tax Settlement Deposit 13,471 13,471 Other 6,243 6 6,249 ----------- ----------- ----------- ----------- Total Current Assets 256,362 7,282 (9,740) 253,904 ----------- ----------- ----------- ----------- Deferred Debits - Regulatory Assets Transition Recovery Asset 370,291 370,291 Income Taxes Recoverable Through Future Revenues 79,497 79,497 Other Regulatory Assets 8,639 8,639 Deferred Debits - Other 17,017 3,334 20,351 ----------- ----------- ----------- ----------- Total Deferred Debits 475,444 3,334 478,778 ----------- ----------- ----------- ----------- Total Assets $ 2,597,680 $ 15,820 $ (12,992) $ 2,600,508 =========== =========== =========== =========== * Tucson Electric Power Company holds the stock of Escavada Company, San Carlos Resources Inc., Sierrita Resources Inc., Tucson Resources Inc., and Tucsonel Inc. See 1.I. for information regarding subsidiaries held by Sierrita Resources Inc. and Tucson Resources Inc.
EXHIBIT A TUCSON ELECTRIC POWER COMPANY CONSOLIDATING BALANCE SHEET DECEMBER 31, 1999 (in thousands)
TUCSON ELECTRIC INVESTMENT CONSOL. 1999 POWER CO. SUBS ADJUST. CONSOL. ----------- ----------- ----------- ----------- CAPITALIZATION AND OTHER LIABILITIES Capitalization Common Stock $ 647,366 $ 2 $ (2) $ 647,366 Premium on Capital Stock 263,778 (263,778) - Capital Stock Expense (6,357) (6,357) Accumulated Deficit (378,426) (260,528) 268,079 (370,875) ----------- ----------- ----------- ----------- Common Stock Equity 262,583 3,252 4,299 270,134 Capital Lease Obligations 880,111 880,111 Long-Term Debt 1,135,820 1,135,820 ----------- ----------- ----------- ----------- Total Capitalization 2,278,514 3,252 4,299 2,286,065 ----------- ----------- ----------- ----------- Current Liabilities Note Payable to Parent - 3,600 (3,600) - Current Obligations Under Capital Leases 36,263 36,263 Current Maturities of Long-Term Debt 48,603 48,603 Accounts Payable 46,851 566 (6,140) 41,277 Interest Accrued 66,311 66,311 Taxes Accrued 27,614 124 27,738 Accrued Employee Expenses 10,591 10,591 Other 6,185 100 6,285 ----------- ----------- ----------- ----------- Total Current Liabilities 242,418 4,390 (9,740) 237,068 ----------- ----------- ----------- ----------- Deferred Credits and Other Liabilities Deferred Income Taxes - Noncurrent 38,286 41 586 38,913 Other 38,462 8,137 (8,137) 38,462 ----------- ----------- ----------- ----------- Total Deferred Credits and Other Liabilities 76,748 8,178 (7,551) 77,375 ----------- ----------- ----------- ----------- Total Capitalization and Other Liabilities $ 2,597,680 $ 15,820 $ (12,992) $ 2,600,508 =========== =========== =========== ===========
EXHIBIT A TUCSON ELECTRIC POWER COMPANY CONSOLIDATING STATEMENT OF INCOME TWELVE MONTHS ENDED DECEMBER 31, 1999 (in thousands)
TUCSON ELECTRIC INVESTMENT CONSOL. 1999 POWER CO. SUBS ADJUST. CONSOL. ----------- ----------- ----------- ----------- Operating Revenues Retail Customers $ 632,868 $ - $ (4) $ 632,864 Sales for Resale 171,219 - - 171,219 ----------- ----------- ----------- ----------- Total Operating Revenues 804,087 - (4) 804,083 ----------- ----------- ----------- ----------- Operating Expenses Fuel and Purchased Power 286,349 286,349 Capital Lease Expense 85,320 85,320 Amortization of Springerville Unit 1 Allowance (29,098) (29,098) Other Operations 105,966 105,966 Maintenance and Repairs 36,949 36,949 Depreciation and Amortization 92,583 92,583 Amortization of Transition Recovery Asset 2,241 2,241 Taxes Other Than Income Taxes 47,789 47,789 Income Taxes 18,268 18,268 ----------- ----------- ----------- ----------- Total Operating Expenses 646,367 - - 646,367 ----------- ----------- ----------- ----------- Operating Income 157,720 - (4) 157,716 ----------- ----------- ----------- ----------- Other Income (Deductions) Income Taxes (4,012) (70) - (4,082) Interest Income 7,886 49 - 7,935 Interest Income - Note Receivable from UniSource Energy 9,937 - - 9,937 Other Income (Deductions) 2,644 1,165 (1,207) 2,602 ----------- ----------- ----------- ----------- Total Other Income (Deductions) 16,455 1,144 (1,207) 16,392 ----------- ----------- ----------- ----------- Interest Expense Long-Term Debt 66,836 - - 66,836 Interest on Capital Leases 16,241 - - 16,241 Interest Imputed on Losses Recorded at Present Value 29,159 - - 29,159 Short-Term Debt 67 207 (274) - Other Interest Expense 10,994 - - 10,994 ----------- ----------- ----------- ----------- Total Interest Expense 123,297 207 (274) 123,230 ----------- ----------- ----------- ----------- Income Before Extraordinary Item 50,878 937 (937) 50,878 Extraordinary Item - Net of Tax 22,597 - - 22,597 ----------- ----------- ----------- ----------- Net Income $ 73,475 $ 937 $ (937) $ 73,475 =========== =========== =========== ===========
EXHIBIT B --------- UNISOURCE ENERGY CORPORATION FINANCIAL DATA SCHEDULE DECEMBER 31, 1999 (in thousands) Total Assets $ 2,656,255 =========== Total Operating Revenues $ 803,812 =========== Net Income $ 79,107 =========== EXHIBIT B --------- TUCSON ELECTRIC POWER COMPANY FINANCIAL DATA SCHEDULE DECEMBER 31, 1999 (in thousands) Total Assets $ 2,600,508 =========== Total Operating Revenues $ 804,083 =========== Net Income $ 73,475 =========== EXHIBIT C --------- An organizational chart showing the relationship of each EWG or foreign utility company to associate companies in the holding company system. See attached organizational charts for ECKG, ECK and COPESA. ECKG PROJECT OWNERSHIP STRUCTURE -------------------------------- ---------------- Nations Energy Corporation ---------------- - - - ---------------- ---------------- Nations Energy TECO/Mosbacher Holland Holding Project Company B.V. ---------------- ---------------- - 50% - 50% - - ----------------------- - - ---------------- ---------------- ------------------ Nations Kladno NRG Subsidiary El Paso Subsidiary B.V. ---------------- ---------------- ------------------ - 30% - 50% - 20% - - - ------------------------------------------- - - ----------------- ------------------ Matra Power Plant STE Holding B.V. ----------------- ------------------ - 89% - 11% - - ---------------------- - - ----------------- ECKG ----------------- ECK PROJECT OWNERSHIP STRUCTURE ------------------------------- ---------------- Nations Energy Corporation ---------------- - - - ---------------- ---------------- Nations Energy TECO/Mosbacher Holland Holding Project Company B.V. ---------------- ---------------- - 50% - 50% - - ---------------------------- - - - ---------------- ---------------- ------------------ ------------- Nations Kladno II NRG Subsidiary El Paso Subsidiary STE B.V. ----------------- ---------------- ------------------ ------------ - 26.7% - 44.5% - 17.8% - 11.0% - - - - ------------------------------------------------------------- - - ----------------- ECK ----------------- COPESA PROJECT OWNERSHIP STRUCTURE ---------------------------------- ---------------- Nations Energy Corporation ---------------- - - - ---------------- ---------------- Nations Equity Partners International ---------------- ---------------- - 40% - 60% - - --------------------------------------------- - - ------------------ COPESA ------------------ -----END PRIVACY-ENHANCED MESSAGE-----