1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
- ----- OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended June 30, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
- ----- OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
------------- -------------
Commission file number 1-1245
WISCONSIN ELECTRIC POWER COMPANY
(Exact name of registrant as specified in its charter)
Wisconsin 39-0476280
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
231 West Michigan Street, P.O. Box 2046, Milwaukee, Wisconsin 53201
(Address of principal executive offices) (Zip Code)
(414) 221-2345
(Registrant's telephone number, including area code)
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 the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding at August 1, 1995
-------------------------- -----------------------------
$10 Par Value Common Stock 33,289,327 Shares
2
FORM 10-Q
WISCONSIN ELECTRIC POWER COMPANY
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WISCONSIN ELECTRIC POWER COMPANY
CONDENSED INCOME STATEMENT
(Unaudited)
Three Months Ended Six Months Ended
June 30 June 30
------------------ ------------------
1995 1994 1995 1994
------ ------ ------ ------
(Thousands of Dollars)
Operating Revenues
Electric $347,277 $339,275 $691,196 $694,514
Steam 2,641 2,563 8,744 9,426
-------- -------- -------- --------
Total Operating Revenues 349,918 341,838 699,940 703,940
Operating Expenses
Fuel 71,611 71,485 139,430 143,961
Purchased power 8,130 10,040 27,206 21,634
Other operation expenses 85,010 86,641 168,712 177,744
Maintenance 29,639 28,633 56,700 60,632
Revitalization - - - 63,500
Depreciation 41,072 39,167 81,392 79,060
Taxes other than income taxes 15,762 17,941 33,588 37,081
Federal income tax 23,324 19,531 45,193 36,283
State income tax 5,487 4,593 10,657 8,609
Deferred income taxes - net 1,337 2,042 1,406 (14,494)
Investment tax credit - net (1,647) (1,020) (2,019) (2,040)
-------- -------- -------- --------
Total Operating Expenses 279,725 279,053 562,265 611,970
Operating Income 70,193 62,785 137,675 91,970
Other Income and Deductions
Interest income 3,021 1,914 5,469 5,528
Allowance for other funds used
during construction 829 1,508 1,654 2,761
Miscellaneous - net 2,768 2,223 5,454 4,021
Income taxes (723) (115) (1,060) (724)
-------- -------- -------- --------
Total Other Income and Deductions 5,895 5,530 11,517 11,586
Income Before Interest Charges 76,088 68,315 149,192 103,556
Interest Charges
Interest expense 26,129 25,331 52,359 50,413
Allowance for borrowed funds used
during construction (468) (852) (934) (1,560)
-------- -------- -------- --------
Total Interest Charges 25,661 24,479 51,425 48,853
-------- -------- -------- --------
Net Income 50,427 43,836 97,767 54,703
Preferred Stock Dividend Requirement 301 360 602 749
-------- -------- -------- --------
Earnings Available for Common Stockholder $ 50,126 $ 43,476 $ 97,165 $ 53,954
======== ======== ======== ========
<FN>
Note - Earnings and dividends per share of common stock are not applicable because
all of the company's common stock is owned by Wisconsin Energy Corporation.
See accompanying notes to financial statements.
- 2 -
3
WISCONSIN ELECTRIC POWER COMPANY FORM 10-Q
CONDENSED BALANCE SHEET
(Unaudited)
June 30, 1995 December 31, 1994
--------------- -----------------
(Thousands of Dollars)
Assets
------
Utility Plant
Electric $4,473,238 $4,304,925
Steam 39,700 40,103
Accumulated provision for depreciation (1,994,430) (1,914,277)
---------- ----------
2,518,508 2,430,751
Construction work in progress 124,830 205,343
Nuclear fuel - net 56,873 56,606
---------- ----------
Net Utility Plant 2,700,211 2,692,700
Other Property and Investments 411,085 395,924
Current Assets
Cash and cash equivalents 11,405 5,002
Accounts receivable 98,004 90,105
Accrued utility revenues 91,817 95,051
Materials, supplies and fossil fuel 132,449 125,733
Prepayments and other assets 83,738 63,211
---------- ----------
Total Current Assets 417,413 379,102
---------- ----------
Deferred Charges and Other Assets
Accumulated deferred income taxes 116,745 119,132
Other 237,336 239,271
---------- ----------
Total Deferred Charges and Other Assets 354,081 358,403
---------- ----------
Total Assets $3,882,790 $3,826,129
========== ==========
Capitalization and Liabilities
------------------------------
Capitalization
Common stock $ 532,566 $ 502,566
Retained earnings 975,914 951,988
---------- ----------
Total Common Stock Equity 1,508,480 1,454,554
Preferred stock - redemption not required 30,451 30,451
Long-term debt 1,161,122 1,191,257
---------- ----------
Total Capitalization 2,700,053 2,676,262
Current Liabilities
Long-term debt due currently 52,444 19,846
Short-term debt 198,887 187,027
Accounts payable 49,426 67,444
Accrued liabilities 61,238 58,037
Other 24,400 18,761
---------- ----------
Total Current Liabilities 386,395 351,115
Deferred Credits and Other Liabilities
Accumulated deferred income taxes 444,929 440,564
Other 351,413 358,188
---------- ----------
Total Deferred Credits and Other Liabilities 796,342 798,752
---------- ----------
Total Capitalization and Liabilities $3,882,790 $3,826,129
========== ==========
<FN>
See accompanying notes to financial statements.
- 3 -
4
FORM 10-Q
WISCONSIN ELECTRIC POWER COMPANY
STATEMENT OF CASH FLOWS
(Unaudited)
Six Months Ended June 30
---------------------------
1995 1994
---- ----
(Thousands of Dollars)
Operating Activities:
Net income $ 97,767 $ 54,703
Reconciliation to cash:
Depreciation 81,392 79,060
Nuclear fuel expense - amortization 11,129 10,706
Conservation expense - amortization 10,554 11,942
Debt premium, discount & expense - amortization 5,765 7,100
Revitalization - net (5,136) 49,347
Deferred income taxes - net 1,406 (14,494)
Investment tax credit - net (2,019) (2,040)
Allowance for other funds used during construction (1,654) (2,761)
Change in: Accounts receivable (7,899) 3,428
Inventories (6,716) 11,573
Accounts payable (18,018) (24,026)
Other current assets (17,293) (19,707)
Other current liabilities 8,840 6,978
Other 3,627 (8,829)
-------- --------
Cash Provided by Operating Activities 161,745 162,980
Investing Activities:
Construction expenditures (104,404) (96,552)
Allowance for borrowed funds used during construction (934) (1,560)
Nuclear fuel (12,627) (16,426)
Nuclear decommissioning trust (5,102) (5,080)
Conservation investments - net 2,312 (7,459)
Other (4,429) (8,482)
-------- --------
Cash Used in Investing Activities (125,184) (135,559)
Financing Activities:
Sale of long-term debt 11,960 11,079
Retirement of long-term debt (10,137) (10,699)
Change in short-term debt 11,860 19,397
Stockholder contribution 30,000 30,000
Retirement of preferred stock - (5,250)
Dividends on stock - common (73,239) (69,284)
- preferred (602) (779)
-------- --------
Cash Used in Financing Activities (30,158) (25,536)
-------- --------
Change in Cash and Cash Equivalents $ 6,403 $ 1,885
======== ========
Supplemental Information Disclosures:
Cash Paid for:
Interest (net of amount capitalized) $ 46,592 $ 42,087
Income taxes 64,472 71,979
<FN>
See accompanying notes to financial statements.
- 4 -
5
FORM 10-Q
WISCONSIN ELECTRIC POWER COMPANY
----------------------------------
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. The accompanying unaudited financial statements should be read in
conjunction with the company's 1994 Annual Report on Form 10-K. In the
opinion of management, all adjustments, normal and recurring in nature,
necessary to a fair statement of the results of operations and financial
position of the company have been included in the accompanying income
statement and balance sheet. The results of operations for the three
months and six months ended June 30, 1995 are not, however, necessarily
indicative of the results which may be expected for the year 1995 because
of seasonal and other factors.
2. On April 28, 1995, Wisconsin Energy Corporation ("WEC"), Wisconsin
Electric Power Company's ("Wisconsin Electric") parent company, and
Northern States Power Company, Minnesota ("NSP") entered into an Agreement
and Plan of Merger, which was amended and restated as of July 26, 1995
("Merger Agreement"). The Merger Agreement provides for a strategic
business combination involving NSP and WEC in a "merger-of-equals"
transaction. As a result, a registered utility holding company, which
will be known as Primergy Corporation ("Primergy"), will be the parent of
NSP and the current operating subsidiaries of NSP and WEC. The business
combination is intended to be tax-free for income tax purposes and to be
accounted for as a "pooling of interests".
The Merger Agreement is subject to various conditions, including approval
of the stockholders of WEC and NSP and the approval of various regulatory
agencies. On July 10, 1995 WEC and NSP filed an application and
supporting testimony with the Federal Energy Regulatory Commission seeking
approval of the proposed merger. Similar filings will be made later this
year with regulatory agencies in states where WEC and NSP provide utility
services. The Merger Agreement and certain related matters will be
submitted to shareholders of WEC and NSP for their consideration at
meetings scheduled for September 13, 1995. WEC and NSP anticipate
completing this business combination late in 1996. ITEM 5. OTHER
INFORMATION in Part II of this report contains further information
concerning the proposed transaction.
3. WEC intends to merge Wisconsin Natural Gas Company into Wisconsin Electric
to form a single combined utility subsidiary. All required regulatory
approvals for the merger have been received. Completion of the planned
merger is expected to occur by January 1, 1996.
- 5 -
6
FORM 10-Q
WISCONSIN ELECTRIC POWER COMPANY
----------------------------------
PART I - FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Wisconsin Energy Corporation ("Wisconsin Energy" or "WEC"), the parent company
of Wisconsin Electric Power Company ("Wisconsin Electric"), has entered into
an agreement with Northern States Power Company ("NSP") which provides for a
strategic business combination involving WEC and NSP in a "merger-of-equals"
transaction. Further information concerning such agreement and proposed
transaction is included in ITEM 5. OTHER INFORMATION in Part II of this
report.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by Wisconsin Electric's operating activities totaled $162
million during the six months ended June 30, 1995. This compares to $163
million provided during the same period in 1994.
Wisconsin Electric's investing activities totaled $125 million for the six
months ended June 30, 1995 compared to $136 million during the same period in
1994. Investments during the first half of 1995 include $104 million for the
construction of new or improved facilities, $13 million for acquisition of
nuclear fuel, and $5 million for payments to an external trust for the
eventual decommissioning of Wisconsin Electric's Point Beach Nuclear Plant.
Capital requirements for the remainder of 1995 are expected to be principally
for construction expenditures, purchase of nuclear fuel, and payments to the
external trust for the eventual decommissioning of the Point Beach Nuclear
Plant. Depending upon market conditions, Wisconsin Electric may refund some
issues of its current debt and issue approximately $100 million of additional
long-term debt in a public offering later in 1995. The specific form, amount
and timing of debt securities which may be issued have not yet been determined
and will depend, to a large extent, on market conditions.
RESULTS OF OPERATIONS
Second Quarter Results:
Net income increased 15% or by approximately $7 million during the second
quarter of 1995 compared to the same period during 1994.
Electric revenues increased 2.4% during the second quarter of 1995 compared to
the second quarter of 1994. Primarily due to warm weather in June 1995, total
electric retail revenues increased 3.5% in these comparative periods.
With the additional peaking capacity at the Paris Generating Station, the need
for firm purchase power contracts was eliminated, resulting in a decrease of
19% in purchased power expenses between the three months ended June 30, 1995
and 1994. For the same periods, other operation expenses also decreased 2%.
The annualized $16,179,000 or 1.3% Wisconsin retail electric fuel adjustment
rate decrease that became effective on August 4, 1994 for Wisconsin Electric
customers remains effective in 1995.
- 6 -
7
FORM 10-Q
WISCONSIN ELECTRIC POWER COMPANY
----------------------------------
PART I - FINANCIAL INFORMATION (Cont'd)
RESULTS OF OPERATIONS - Cont'd
ELECTRIC SALES
Three Months Ended June 30
---------------------------
Electric Sales - Megawatt Hours 1995 1994 % Change
- ------------------------------- ---------- ---------- --------
Residential 1,609,772 1,472,750 9.3
Small Commercial and Industrial 1,702,127 1,661,575 2.4
Large Commercial and Industrial 2,644,998 2,611,826 1.3
Other 376,125 396,838 (5.2)
---------- ----------
Total Retail and Municipal 6,333,022 6,142,989 3.1
Resale-Utilities 240,058 408,691 (41.3)
---------- ----------
Total Sales 6,573,080 6,551,680 0.3
- -------------------------------
Total electric kilowatt-hour sales during the second quarter of 1995 were flat
compared to 1994. As measured by cooling degree days, the month of June 1995
was 6% warmer than June 1994, helping to push residential electric kilowatt-
hour sales 9.3% higher in the second quarter of 1995 compared to the same
period in 1994.
Electric energy sales to the Empire and Tilden iron ore mines, Wisconsin
Electric's two largest customers, decreased 2.4% during the quarter ended
June 30, 1995 compared to the same period during 1994. Excluding the mines,
total electric sales increased 0.6% and sales to the remaining large
commercial and industrial customers increased 2.3% during the second quarter
of 1995 compared to the same period in 1994.
Year-to-Date Results:
Net income increased $43 million during the six months ended June 30, 1995
compared to the same period in 1994, reflecting a non-recurring charge in the
first quarter of 1994 of approximately $39 million (net of tax) associated
with Wisconsin Electric's restructuring program. This charge included the
cost of severance and early retirement packages, elements of a
"revitalization" program designed to better position Wisconsin Electric in a
changing market place. It is anticipated that this charge will be offset by
the end of 1995 through savings in operation and maintenance costs. Excluding
the non-recurring charge in 1994, net income increased approximately $4
million during the six month period ended June 30, 1995 compared to the same
period during 1994.
During the first six months of 1995 compared to the first six months of 1994,
total electric revenues decreased 0.5% as a result of lower total electric
energy sales. Because of unscheduled outages during the first quarter of 1995
at two of the company's most efficient power plants, Pleasant Prairie Power
Plant and Point Beach Nuclear Plant, Wisconsin Electric purchased replacement
energy on the spot market, resulting in increased purchased power costs of
25.8% during the six months ended June 30, 1995 compared to 1994. This was
partially offset by a 3.1% decrease in fuel expenses between these same two
periods such that total costs for fuel and purchased power was up only 0.6%.
In the first six months of 1995, other operation and maintenance expenses
decreased 5.4% compared to the first six months of 1994, reflecting among
other things the effects of the company's "revitalization" program.
- 7 -
8
FORM 10-Q
WISCONSIN ELECTRIC POWER COMPANY
----------------------------------
PART I - FINANCIAL INFORMATION (Cont'd)
RESULTS OF OPERATIONS - Cont'd
ELECTRIC SALES
Six Months Ended June 30
---------------------------
Electric Sales - Megawatt Hours 1995 1994 % Change
- ------------------------------- ---------- ---------- --------
Residential 3,299,128 3,268,195 0.9
Small Commercial and Industrial 3,416,854 3,319,361 2.9
Large Commercial and Industrial 5,187,352 5,074,258 2.2
Other 757,035 836,259 (9.5)
---------- ----------
Total Retail and Municipal 12,660,369 12,498,073 1.3
Resale-Utilities 442,190 800,149 (44.7)
---------- ----------
Total Sales 13,102,559 13,298,222 (1.5)
- -------------------------------
Total electric kilowatt-hour sales during the first six months of 1995
declined 1.5% compared to 1994, primarily due to lower sales to other
utilities. Retail electric sales increased 2% during the period.
Electric energy sales to the Empire and Tilden iron ore mines decreased 1.6%
during the six months ended June 30, 1995 compared to the same period during
1994. Excluding the mines, total electric sales decreased 1.5% but sales to
the remaining large commercial and industrial customers increased 3.3% during
the six months ended June 30, 1995 compared to the same period during 1994.
For certain other information which may impact Wisconsin Electric's future
financial condition or results of operations, see ITEM 1. LEGAL PROCEEDINGS
and ITEM 5. OTHER INFORMATION in Part II.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The following information should be read in conjunction with ITEM 3. LEGAL
PROCEEDINGS in PART I of Wisconsin Electric's Annual Report on Form 10-K for
the year ended December 31, 1994 and ITEM 1. LEGAL PROCEEDINGS in PART II of
Wisconsin Electric's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995.
RATE MATTERS
Wisconsin Retail Electric and Steam Jurisdictions
1996 Test Year: On March 27, 1995, Wisconsin Electric and Wisconsin Natural Gas
Company ("Wisconsin Natural") sent a letter to the Public Service Commission
of Wisconsin ("PSCW") proposing a one year deferral of their scheduled rate
case filing. On May 1, 1995, Wisconsin Electric and Wisconsin Natural filed
with the PSCW required data related to the 1996 test year. This was an
abbreviated filing since no increase in rates was requested. The Citizens
Utility Board ("CUB") filed a petition seeking a reduction in rates of $100
- 8 -
9
FORM 10-Q
WISCONSIN ELECTRIC POWER COMPANY
----------------------------------
PART II - OTHER INFORMATION - Cont'd
RATE MATTERS (Cont'd)
million and a hearing on the companies' request for a freeze on rates in 1996.
Other parties filed in support of CUB's petition. The companies are opposing
the petition. The PSCW staff has reviewed the companies' data and has
developed a preliminary recommendation for an electric rate decrease of
between 2% and 3%, a gas rate decrease of approximately 2.5%, and a steam rate
decrease of about 5%. The PSCW staff recommendation is based upon a
regulatory return on equity of 11.3%. This matter is expected to come before
the PSCW in mid-August or September 1995. Any change in rates would likely
not take effect until after January 1, 1996.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At Wisconsin Electric's 1995 Annual Meeting of Stockholders held on May 16,
1995, for which Wisconsin Electric did not solicit proxies, the board of
directors as listed in Wisconsin Electric's Information Statement dated
April 21, 1995 (the "Information Statement") was re-elected in its entirety.
With respect to each nominee, 33,289,327 votes were cast for election and no
votes were withheld. There was no solicitation in opposition to the nominees
proposed in the Information Statement and there were no abstentions or broker
non-votes with respect to the election of directors. Further information
concerning this matter is contained in the Information Statement.
ITEM 5. OTHER INFORMATION
PARIS GENERATING STATION
In June 1995, two units, or approximately 150 megawatts of peaking capacity,
were placed in-service marking the completion of the new Paris Generating
Station. Previously in March 1995, two units, or another approximately 150
megawatts of peaking capacity, were placed in-service at this facility.
Capital expenditures associated with the four units at this facility total
approximately $105 million. The 300 megawatt natural gas-fired combustion
turbine facility, located near Union Grove, Wisconsin is expected to run less
than 500 hours per year, helping meet electric peak demand requirements.
RECORD ELECTRIC PEAK DEMAND
On July 31, 1995, Wisconsin Electric reached a new all-time electric peak
demand of 5,368 megawatts, during a period of unusually hot and humid weather.
The previous record peak demand prior to the summer of 1995 of 4,950 megawatts
was set on June 14, 1994.
WISCONSIN ENERGY MERGER AGREEMENT WITH NORTHERN STATES POWER COMPANY
On April 28, 1995, Wisconsin Energy Corporation ("Wisconsin Energy" or "WEC"),
the parent company of Wisconsin Electric Power Company ("Wisconsin Electric"),
entered into an Agreement and Plan of Merger with Northern States Power
Company ("NSP") which provides for a strategic business combination involving
Wisconsin Energy and NSP in a "merger-of-equals" transaction, as previously
reported in WEC's Current Report on Form 8-K dated as of April 28, 1995 and in
its Quarterly Report on Form 10-Q for the quarter ended March 31, 1995 ("WEC's
3/31/95 10-Q"). The Agreement and Plan of Merger was amended and restated as
of July 26, 1995 to make certain nonsubstantive changes. The Amended and
- 9 -
10
FORM 10-Q
WISCONSIN ELECTRIC POWER COMPANY
----------------------------------
PART II - OTHER INFORMATION (Cont'd)
ITEM 5. OTHER INFORMATION
Restated Agreement and Plan of Merger, dated as of April 28, 1995, as amended
and restated as of July 26, 1995, is referred to herein as the "Merger
Agreement." Further information concerning such agreement and proposed
transaction is included in ITEM 1. FINANCIAL STATEMENTS, Notes to Financial
Statements, in Part I of this report, and detailed information with respect
thereto will be included in the Joint Proxy Statement/Prospectus which will be
sent to shareholders of NSP and WEC in connection with their respective
shareholder meetings to vote on the Merger Agreement and certain related
matters.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. The following Exhibit is filed with this report:
Exhibit No.
(27)-1 Wisconsin Electric Power Company Financial Data Schedule for
the six months ended June 30, 1995.
The following Exhibits are incorporated herein by reference:
(2)-1 Agreement and Plan of Merger, dated as of April 28, 1995, by
and among Northern States Power Company, Wisconsin Energy
Corporation, Northern Power Wisconsin Corp. and WEC Sub Corp.
(Exhibit (2)-1 to Wisconsin Energy Corporation's Current
Report on Form 8-K dated as of April 28, 1995, File No.
1-9057; certain other related documents were also filed as
exhibits to such report.) (The Amended and Restated Merger
Agreement, dated as of April 28, 1995, as amended and restated
as of July 26, 1995, will be filed as an exhibit to Wisconsin
Energy Corporation's Registration Statement on Form S-4 to be
filed for the registration under the Securities Act of 1933 of
the securities to be issued pursuant to the Amended and
Restated Merger Agreement.)
(10)-1 Supplemental Benefits Agreement between Wisconsin Energy
Corporation and Richard A. Abdoo dated November 21, 1994, and
April 26, 1995 letter amendment. (Exhibit (10)-1 to WEC's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1995.)
(10)-2 WEC Senior Executive Severance Policy, as adopted effective
April 28, 1995 and amended on July 26, 1995. (Exhibit (10)-3
to WEC's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995.)
(b) Reports on Form 8-K:
No current reports on Form 8-K were filed in the quarter ended June 30,
1995.
- 10 -
11
FORM 10-Q
WISCONSIN ELECTRIC POWER COMPANY
----------------------------------
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 ELECTRIC POWER COMPANY
--------------------------------------
(Registrant)
/s/ R. R. Grigg, Jr.
--------------------------------------
Date: August 3, 1995 R. R. Grigg, Jr., President and
Chief Operating Officer
/s/ A. K. Klisurich
--------------------------------------
Date: August 3, 1995 A. K. Klisurich, Controller - Chief
Accounting Officer
- 11 -
12
Wisconsin Electric Power Company
EXHIBIT INDEX
-------------
Form 10-Q for Quarter ended 6/30/95
Exhibit
Number
-------
(27) Wisconsin Electric Power Company Financial Data Schedule for the
six months ended June 30, 1995.
The following Exhibits are incorporated herein by reference:
(2)-1 Agreement and Plan of Merger, dated as of April 28, 1995, by
and among Northern States Power Company, Wisconsin Energy
Corporation, Northern Power Wisconsin Corp. and WEC Sub Corp.
(Exhibit (2)-1 to Wisconsin Energy Corporation's Current
Report on Form 8-K dated as of April 28, 1995, File No.
1-9057; certain other related documents were also filed as
exhibits to such report.) (The Amended and Restated Merger
Agreement, dated as of April 28, 1995, as amended and restated
as of July 26, 1995, will be filed as an exhibit to Wisconsin
Energy Corporation's Registration Statement on Form S-4 to be
filed for the registration under the Securities Act of 1933 of
the securities to be issued pursuant to the Amended and
Restated Merger Agreement.)
(10)-1 Supplemental Benefits Agreement between Wisconsin Energy
Corporation and Richard A. Abdoo dated November 21, 1994, and
April 26, 1995 letter amendment. (Exhibit (10)-1 to WEC's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1995.)
(10)-2 WEC Senior Executive Severance Policy, as adopted effective
April 28, 1995 and amended on July 26, 1995. (Exhibit (10)-3
to WEC's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995.)
- 12 -
</DOCUMENT/>