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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
("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.
<PAGE>
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
<PAGE>
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.
<PAGE>
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
<PAGE>
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
<PAGE>
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:
<TABLE>
<CAPTION>
Net
Generating Capability Operating TEP's Share
Source Location MW Agent % MW
---------- -------- ---------- --------- ----- -----
<S> <C> <C> <C> <C> <C>
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.
</TABLE>
<PAGE>
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.
<PAGE>
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
<PAGE>
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
<PAGE>
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:
<PAGE>
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
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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
<PAGE>
<TABLE>
EXHIBIT A
UNISOURCE ENERGY CORPORATION
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1999
(in thousands)
<CAPTION>
UNISOURCE TUCSON MILLENNIUM
ENERGY ELECTRIC ENERGY CONSOL. 1999
CORP. POWER CO.* HOLDINGS** ADJUST. CONSOL.
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
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.
</TABLE>
<PAGE>
<TABLE>
EXHIBIT A
UNISOURCE ENERGY CORPORATION
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1999
(in thousands)
<CAPTION>
UNISOURCE TUCSON MILLENNIUM
ENERGY ELECTRIC ENERGY CONSOL. 1999
CORP. POWER CO. HOLDINGS ADJUST. CONSOL.
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
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
=========== =========== =========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
EXHIBIT A
UNISOURCE ENERGY CORPORATION
CONSOLIDATING STATEMENT OF INCOME
TWELVE MONTHS ENDED DECEMBER 31, 1999
(in thousands except for per share amounts)
<CAPTION>
UNISOURCE TUCSON MILLENNIUM
ENERGY ELECTRIC ENERGY CONSOL. 1999
CORP. POWER CO. HOLDINGS ADJUST. CONSOL.
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
<TABLE>
EXHIBIT A
TUCSON ELECTRIC POWER COMPANY
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1999
(in thousands)
<CAPTION>
TUCSON
ELECTRIC INVESTMENT CONSOL. 1999
POWER CO. SUBS * ADJUST. CONSOL.
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
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.
</TABLE>
<PAGE>
<TABLE>
EXHIBIT A
TUCSON ELECTRIC POWER COMPANY
CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1999
(in thousands)
<CAPTION>
TUCSON
ELECTRIC INVESTMENT CONSOL. 1999
POWER CO. SUBS ADJUST. CONSOL.
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
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
=========== =========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
EXHIBIT A
TUCSON ELECTRIC POWER COMPANY
CONSOLIDATING STATEMENT OF INCOME
TWELVE MONTHS ENDED DECEMBER 31, 1999
(in thousands)
<CAPTION>
TUCSON
ELECTRIC INVESTMENT CONSOL. 1999
POWER CO. SUBS ADJUST. CONSOL.
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
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
=========== =========== =========== ===========
</TABLE>
<PAGE>
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
===========
<PAGE>
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.
<PAGE>
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
-----------------
<PAGE>
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
-----------------
<PAGE>
COPESA PROJECT OWNERSHIP STRUCTURE
----------------------------------
----------------
Nations
Energy
Corporation
----------------
-
-
-
---------------- ----------------
Nations Equity Partners
International
---------------- ----------------
- 40% - 60%
- -
---------------------------------------------
-
-
------------------
COPESA
------------------
