SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K/A
AMENDMENT NO. 1
TO
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
- ----- OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1996
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 1-9057
------------------------
WISCONSIN ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Wisconsin 39-1391525
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
231 West Michigan Street, P.O. Box 2949, Milwaukee, Wisconsin 53201
(Address of principal executive offices) (Zip Code)
(414) 221-2345
(Registrant's telephone number, including area code)
------------------------
FORM 10-K/A
WISCONSIN ENERGY CORPORATION
------------------------------
AMENDMENT NO. 1
TO
1996 ANNUAL REPORT ON FORM 10-K
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report for the year ended
December 31, 1996 on Form 10-K as set forth in the pages attached hereto:
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
Item 14(a) 3 and the Exhibit Index to Wisconsin Energy Corporation's Annual
Report on Form 10-K for the year ended December 31, 1996 are hereby amended to
reflect the filing of Exhibit Nos. 99.1 and 99.2 herewith; the remainder of
Item 14 (including the Exhibits incorporated by reference in Item 14(a) 3) and
the Exhibit Index are unchanged.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
WISCONSIN ENERGY CORPORATION
--------------------------------
(Registrant)
Date: June 27, 1997 By /s/ A. K. Klisurich
-------------------------------- --------------------------------
A. K. Klisurich, Controller
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. FINANCIAL STATEMENTS AND REPORTS OF INDEPENDENT ACCOUNTANTS
INCLUDED IN PART II OF THIS REPORT
Wisconsin Energy Corporation ("WEC")
Consolidated Income Statement for the three years ended
December 31, 1996.
Consolidated Statement of Cash Flows for the three years
ended December 31, 1996.
Consolidated Balance Sheet at December 31, 1996 and 1995.
Consolidated Capitalization Statement at December 31, 1996
and 1995.
Consolidated Common Stock Equity Statement for the three
years ended December 31, 1996.
Notes to Financial Statements.
Report of Independent Accountants.
Wisconsin Electric Power Company ("WE")
Income Statement for the three years ended December 31,
1996.
Statement of Cash Flows for the three years ended
December 31, 1996.
Balance Sheet at December 31, 1996 and 1995.
Capitalization Statement at December 31, 1996 and 1995.
Common Stock Equity Statement for the three years ended
December 31, 1996.
Notes to Financial Statements.
Report of Independent Accountants.
2. FINANCIAL STATEMENT SCHEDULES INCLUDED IN PART IV OF THIS
REPORT
Wisconsin Energy Corporation
Schedule I Condensed Parent Company Financial Statements for the
three years ended December 31, 1996.
Other schedules are omitted because of the absence of conditions
under which they are required or because the required
information is given in the financial statements or notes
thereto.
Wisconsin Electric Power Company
Financial statement schedules are omitted because of the absence
of conditions under which they are required or because the
required information is given in the financial statements or
notes thereto.
* * * * *
THE FOLLOWING UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL
INFORMATION IS CONTAINED HEREIN AFTER THIS ITEM 14
Primergy Corporation ("Primergy")
Unaudited Pro Forma Combined Condensed Balance Sheet at
December 31, 1996.
Unaudited Pro Forma Combined Condensed Statements of Income
for the:
12 Months ended December 31, 1996
12 Months ended December 31, 1995
12 Months ended December 31, 1994
Notes to Unaudited Pro Forma Combined Condensed Financial
Statements.
Wisconsin Energy Company
Unaudited Pro Forma Combined Condensed Balance Sheet at
December 31, 1996.
Northern States Power Company-Wisconsin ("NSP-WI") Unaudited
Pro Forma Condensed Balance Sheet at December 31, 1996.
Unaudited Pro Forma Combined Condensed Statements of Income
for the:
12 Months ended December 31, 1996
12 Months ended December 31, 1995
12 Months ended December 31, 1994
Notes to Unaudited Pro Forma Combined Condensed Financial
Statements.
3. EXHIBITS AND EXHIBIT INDEX
See the Exhibit Index included as the last part of this report,
which is incorporated herein by reference. Each management
contract and compensatory plan or arrangement required to be
filed as an exhibit to this report is identified in the
Exhibit Index by two asterisks (**) following the description
of the exhibit.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by WEC or WE during the fourth
quarter of the year ended December 31, 1996.
WISCONSIN ENERGY CORPORATION
INCOME STATEMENT
(Parent Company Only)
SCHEDULE I - CONDENSED PARENT COMPANY
FINANCIAL STATEMENTS
Year Ended December 31
--------------------------------
1996 1995 1994
-------- -------- --------
(Thousands of Dollars)
Miscellaneous Income $ 1,576 $ 645 $ 373
Nonoperating Expense 427 363 423
-------- -------- --------
1,149 282 (50)
Income Taxes 303 122 (20)
-------- -------- --------
846 160 (30)
Equity in Subsidiaries' Earnings 217,289 233,874 180,898
-------- -------- --------
Net Income $218,135 $234,034 $180,868
======== ======== ========
See accompanying notes to condensed parent company financial statements.
(continued on next page)
WISCONSIN ENERGY CORPORATION
STATEMENT OF CASH FLOWS
(Parent Company Only)
SCHEDULE I - CONDENSED PARENT COMPANY
FINANCIAL STATEMENTS - (cont'd)
Year Ended December 31
---------------------------------
1996 1995 1994
--------- --------- ---------
(Thousands of Dollars)
Operating Activities
Net Income $ 218,135 $ 234,034 $ 180,868
Reconciliation to cash
Equity in subsidiaries' earnings (217,289) (233,874) (180,898)
Dividends from subsidiaries 167,889 159,576 150,951
Other (3,794) (8,131) 235
--------- --------- ---------
Cash Provided by Operating Activities 164,941 151,605 151,156
Investing Activities
Equity investment in subsidiaries - net (3,101) (36,641) (19,500)
Change in notes receivable -
associated companies (17,975) (6,490) (17,535)
Other 195 (1,128) (870)
--------- --------- ---------
Cash Used in Investing Activities (20,881) (44,259) (37,905)
Financing Activities
Sale of common stock 23,180 52,353 50,494
Dividends on common stock (167,236) (159,688) (150,708)
Change in notes payable -
associated companies - - (13,100)
--------- --------- ---------
Cash Used in Financing Activities (144,056) (107,335) (113,314)
--------- --------- ---------
Change in Cash and Cash Equivalents $ 4 $ 11 $ (63)
========= ========= =========
Cash Paid For
Interest $ - $ - $ 62
Income taxes (40) 246 (15)
See accompanying notes to condensed parent company financial statements.
(continued on next page)
WISCONSIN ENERGY CORPORATION
BALANCE SHEET
(Parent Company Only)
SCHEDULE I - CONDENSED PARENT COMPANY
FINANCIAL STATEMENTS - (cont'd)
December 31
----------------------------
1996 1995
---------- ----------
(Thousands of Dollars)
Assets
------
Current Assets
Cash and cash equivalents $ 18 $ 14
Accounts and notes receivable
from associated companies 42,613 24,728
Other 780 580
---------- ----------
Total Current Assets 43,411 25,322
Property and Investments
Investment in subsidiary companies 1,893,039 1,839,993
Other 773 1,534
---------- ----------
Total Property and Investments 1,893,812 1,841,527
Deferred Charges 19,905 16,431
---------- ----------
Total Assets $1,957,128 1,883,280
========== ==========
Liabilities and Equity
----------------------
Current Liabilities
Accounts payable $ 77 $ 216
Accounts and notes payable
to associated companies 106 108
Other 169 21
---------- ----------
Total Current Liabilities 352 345
Deferred Credits 8,643 8,881
Stockholders' Equity
Common stock 703,987 680,807
Retained earnings 118,180 116,227
Undistributed subsidiaries' earnings 1,125,966 1,077,020
---------- ----------
Total Stockholders' Equity 1,948,133 1,874,054
---------- ----------
Total Liabilities and Equity $1,957,128 $1,883,280
========== ==========
See accompanying notes to condensed parent company financial statements.
(continued on next page)
WISCONSIN ENERGY CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Parent Company Only)
SCHEDULE I - CONDENSED PARENT COMPANY
FINANCIAL STATEMENTS - (cont'd)
1. The condensed parent company financial statements and notes should be read
in conjunction with the consolidated financial statements and notes of WEC
appearing in this Annual Report on Form 10-K.
2. Various financing arrangements and regulatory requirements impose certain
restrictions on the ability of Wisconsin Energy Corporation's utility
subsidiary to transfer funds to Wisconsin Energy Corporation ("WEC") in
the form of cash dividends, loans, or advances. Under Wisconsin law,
Wisconsin Electric Power Company ("WE") is prohibited from loaning funds,
either directly or indirectly, to WEC. WEC does not believe that such
restrictions will affect its operations.
WISCONSIN ENERGY CORPORATION ("WEC")
WISCONSIN ELECTRIC POWER COMPANY ("WE")
EXHIBIT INDEX
to
Annual Report on Form 10-K
For the Year Ended December 31, 1996
The following exhibits are filed with or incorporated by reference in this
report with respect to WEC and/or WE as denoted by an "X" in the last two
columns. (An asterisk (*) indicates incorporation by reference pursuant to
Exchange Act Rule 12b-32.)
Number Exhibit WEC WE
------ ---------------------------------------------------- --- --
2 Plan of acquisition, reorganization, arrangement,
liquidation or succession
2.1 * Amended and Restated Agreement and Plan of X X
Merger, dated as of April 28, 1995, as amended
and restated as of July 26, 1995, by and among
NSP, WEC, Northern Power Wisconsin Corp. ("New
NSP") and WEC Sub Corp. (Exhibit (2)-1 to WEC's
Registration Statement on Form S-4 filed on
August 7, 1995, Registration No. 33-61619
("Form S-4, No. 33-61619"); other related
documents are also filed as exhibits to such
Registration Statement.)
2.2 * WEC Stock Option Agreement, dated as of X X
April 28, 1995, by and among NSP and WEC.
(Exhibit (2)-2 to Form S-4, No. 33-61619.)
2.3 * NSP Stock Option Agreement, dated as of X X
April 28, 1995, by and among WEC and NSP.
(Exhibit (2)-3 to Form S-4, No. 33-61619.)
2.4 * Committees of the Board of Directors of X X
Primergy (Exhibit (2)-4 to Form S-4,
No. 33-61619.)
2.5 * Form of Employment Agreement between X X
Primergy and James J. Howard. (Exhibit
(2)-5 to Form S-4, No. 33-61619.)
2.6 * Form of Employment Agreement between X X
Primergy and Richard A. Abdoo.
(Exhibit (2)-6 to Form S-4, No. 33-61619.)
2.7 * Form of Amended and Restated Articles of X X
Incorporation of New NSP. (Exhibit 3-3 (b)
to Form S-4, No. 33-61619.)
2.8 * Letter Agreement, dated January 17, 1995, X X
between NSP and WEC. (Exhibit (2)-8 to WEC's
Schedule 13D dated May 4, 1995 with respect
to the NSP Stock Option Agreement.)
2.9 * Letter Agreement, dated April 26, 1995, X X
between NSP and WEC amending Letter Agreement
dated January 17, 1995. (Exhibit (2)-9 to
WEC's Schedule 13D dated May 4, 1995 with
respect to the NSP Stock Option Agreement.)
2.10 * Plan and Agreement of Merger, dated June 30, X
1994, by and between WE and Wisconsin Natural
Gas Company ("WN"). (Appendix A to WE's Proxy
Statement dated October 31, 1994, in File No.
1-1245.)
3 Articles of Incorporation and By-laws
3.1 * Restated Articles of Incorporation of WEC, X
as amended and restated effective June 12, 1995.
(Exhibit (3)-1 to WEC's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1995,
File No. 1-9057.)
3.2 * Bylaws of WEC, as amended and restated X
July 26, 1995. (Exhibit (3)-2 to Form S-4,
No. 33-61619.)
3.3 * Restated Articles of Incorporation of WE, as X
amended and restated effective January 10, 1995.
(Exhibit (3)-1 to WE's Annual Report on Form
10-K for the year ended December 31, 1994,
File No. 1-1245.)
3.4 * Bylaws of WE, as amended and restated X
January 31, 1996. (Exhibit (3)-1 to WE's Annual
Report on Form 10-K for the year ended
December 31, 1995, File No. 1-1245.)
4 Instruments defining the rights of security holders, including
indentures
4.1 * Reference is made to Article III of the X X
Restated Articles of Incorporation.
(Exhibits (3)-1 and (3)-3 herein.)
Mortgage, Indenture, Supplemental Indenture or Securities
Resolution:
4.2 * Mortgage and Deed of Trust of WE dated X X
October 28, 1938 (Exhibit B-1 under File
No. 2-4340.)
4.3 * Second Supplemental Indenture of WE, dated X X
June 1, 1946 (Exhibit 7-C under File
No. 2-6422.)
4.4 * Third Supplemental Indenture of WE, dated X X
March 1, 1949 (Exhibit 7-C under File
No. 2-8456.)
4.5 * Fourth Supplemental Indenture of WE, dated X X
June 1, 1950 (Exhibit 7-D under File
No. 2-8456.)
4.6 * Fifth Supplemental Indenture of WE, dated X X
May 1, 1952 (Exhibit 4-G under File
No. 2-9588.)
4.7 * Sixth Supplemental Indenture of WE, dated X X
May 1, 1954 (Exhibit 4-H under File
No. 2-10846.)
4.8 * Seventh Supplemental Indenture of WE, X X
dated April 15, 1956 (Exhibit 4-I under
File No. 2-12400.)
4.9 * Eighth Supplemental Indenture of WE, X X
dated April 1, 1958 (Exhibit 2-I under
File No. 2-13937.)
4.10 * Ninth Supplemental Indenture of WE, dated X X
November 15, 1960 (Exhibit 2-J under
File No. 2-17087.)
4.11 * Tenth Supplemental Indenture of WE, dated X X
November 1, 1966 (Exhibit 2-K under
File No. 2-25593.)
4.12 * Eleventh Supplemental Indenture of WE, X X
dated November 15, 1967 (Exhibit 2-L under
File No. 2-27504.)
4.13 * Twelfth Supplemental Indenture of WE, X X
dated May 15, 1968 (Exhibit 2-M under File No.
2-28799.)
4.14 * Thirteenth Supplemental Indenture of WE, X X
dated May 15, 1969 (Exhibit 2-N under
File No. 2-32629.)
4.15 * Fourteenth Supplemental Indenture of WE, X X
dated November 1, 1969 (Exhibit 2-O under
File No. 2-34942.)
4.16 * Fifteenth Supplemental Indenture of WE, dated X X
July 15, 1976 (Exhibit 2-P under File
No. 2-54211.)
4.17 * Sixteenth Supplemental Indenture of WE, dated X X
January 1, 1978 (Exhibit 2-Q under File
No. 2-61220.)
4.18 * Seventeenth Supplemental Indenture of WE, X X
dated May 1, 1978 (Exhibit 2-R under File
No. 2-61220.)
4.19 * Eighteenth Supplemental Indenture of WE, X X
dated May 15, 1978 (Exhibit 2-S under
File No. 2-61220.)
4.20 * Nineteenth Supplemental Indenture of WE, X X
dated August 1, 1979 (Exhibit (a)2(a) under
File No. 1-1245, 9/30/79 WE Form 10-Q.)
4.21 * Twentieth Supplemental Indenture of WE, dated X X
November 15, 1979 (Exhibit (a)2(a) under
File No. 1-1245, 12/31/79 WE Form 10-K.)
4.22 * Twenty-First Supplemental Indenture of WE, X X
dated April 15, 1980 (Exhibit (4)-21 under
File No. 2-69488.)
4.23 * Twenty-Second Supplemental Indenture of WE, X X
dated December 1, 1980 (Exhibit (4)-1 under
File No. 1-1245, 12/31/80 WE Form 10-K.)
4.24 * Twenty-Third Supplemental Indenture of WE, X X
dated September 15, 1985 (Exhibit (4)-1 under
File No. 1-1245, 9/30/85 WE Form 10-Q.)
4.25 * Twenty-Fourth Supplemental Indenture of WE, X X
dated September 15, 1985 (Exhibit (4)-1 under
File No. 1-1245, 9/30/85 WE Form 10-Q.)
4.26 * Twenty-Fifth Supplemental Indenture of WE, X X
dated December 15, 1986 (Exhibit (4)-25
under File No. 1-1245, 12/31/86 WE Form 10-K.)
4.27 * Twenty-Sixth Supplemental Indenture of WE, X X
dated January 1, 1988 (Exhibit 4 under File
No. 1-1245, 1/26/88 Form 8-K.)
4.28 * Twenty-Seventh Supplemental Indenture of WE, X X
dated April 15, 1988 (Exhibit 4 under
File No. 1-1245, 3/31/88 Form 10-Q.)
4.29 * Twenty-Eighth Supplemental Indenture of WE, X X
dated September 1, 1989 (Exhibit 4 under
File No. 1-1245, 9/30/89 WE Form 10-Q.)
4.30 * Twenty-Ninth Supplemental Indenture of WE, X X
dated October 1, 1991 (Exhibit 4-1 under
File No. 1-1245, 12/31/91 WE Form 10-K.)
4.31 * Thirtieth Supplemental Indenture of WE, X X
dated December 1, 1991 (Exhibit 4-2 under
File No. 1-1245, 12/31/91 WE Form 10-K.)
4.32 * Thirty-First Supplemental Indenture of WE, X X
dated August 1, 1992 (Exhibit 4-1 under
File No. 1-1245, 6/30/92 WE Form 10-Q.)
4.33 * Thirty-Second Supplemental Indenture of WE, X X
dated August 1, 1992 (Exhibit 4-2 under
File No. 1-1245, 6/30/92 WE Form 10-Q.)
4.34 * Thirty-Third Supplemental Indenture of WE, X X
dated October 1, 1992 (Exhibit 4-1 under
File No. 1-1245, 9/30/92 WE Form 10-Q.)
4.35 * Thirty-Fourth Supplemental Indenture of WE, X X
dated November 1, 1992 (Exhibit 4-2 under
File No. 1-1245, 9/30/92 WE Form 10-Q.)
4.36 * Thirty-Fifth Supplemental Indenture of WE, X X
dated December 15, 1992 (Exhibit 4-1 under
File No. 1-1245, 12/31/92 WE Form 10-K.)
4.37 * Thirty-Sixth Supplemental Indenture of WE, X X
dated January 15, 1993 (Exhibit 4-2 under
File No. 1-1245, 12/31/92 WE Form 10-K.)
4.38 * Thirty-Seventh Supplemental Indenture of WE, X X
dated March 15, 1993 (Exhibit 4-3 under
File No. 1-1245, 12/31/92 WE Form 10-K.)
4.39 * Thirty-Eighth Supplemental Indenture of WE, X X
dated August 1, 1993 (Exhibit (4)-1 under
File No. 1-1245, 6/30/93 WE Form 10-Q.)
4.40 * Thirty-Ninth Supplemental Indenture of WE, X X
dated September 15, 1993 (Exhibit (4)-1
under File No. 1-1245, 9/30/93 WE Form 10-Q.)
4.41 * Fortieth Supplemental Indenture of WE, X X
dated January 1, 1996 (Exhibit (4)-1
under File No. 1-1245, 1/1/96 WE Form 8-K.)
4.42 * Indenture for Debt Securities of WE X X
(the "Indenture"), dated December 1, 1995
(Exhibit (4)-1 under File No. 1-1245,
12/31/95 WE Form 10-K.)
4.43 * Securities Resolution No. 1 of WE under X X
the Indenture, dated December 5, 1995
(Exhibit (4)-2 under File No. 1-1245,
12/31/95, WE Form 10-K.)
4.44 Securities Resolution No. 2 of WE under X X*
the Indenture, dated November 12, 1996.
(WEC Exhibit 4.44 herein.)
All agreements and instruments with respect
to long-term debt not exceeding 10 percent of
the total assets of the Registrant and its
subsidiaries on a consolidated basis have been
omitted as permitted by related instructions.
The Registrant agrees pursuant to Item
601(b)(4) of Regulation S-K to furnish to the
Securities and Exchange Commission, upon request,
a copy of all such agreements and instruments.
10 Material Contracts
10.1 * Supplemental Executive Retirement Plan of WEC X
(as amended and restated as of January 1, 1996).
(Exhibit (10)-1 to WEC's Annual Report on
Form 10-K for the year ended December 31,
1995, File No. 1-9057.)** See Note.
10.2 * Amended Non-Qualified Trust Agreement by X X
and between WEC and Firstar Trust Company
dated January 26, 1996, regarding trust
established to provide a source of funds
to assist in meeting of the liabilities
under various nonqualified deferred
compensation plans made between WEC or
its subsidiaries and various plan
participants. (Exhibit (10)-2 to WEC's
Annual Report on Form 10-K for the year
ended December 31, 1995, File No.
1-9057.)** See Note.
10.3 * Executive Deferred Compensation Plan of WEC, X
effective January 1, 1989, as amended and
restated as of January 1, 1996. (Exhibit
(10)-3 to WEC's Annual Report on Form 10-K
for the year ended December 31, 1995,
File No. 1-9057.)** See Note.
10.4 * Directors' Deferred Compensation Plan of X
WEC, effective January 1, 1987, and as
restated as of January 1, 1996. (Exhibit
(10)-4 to WEC's Annual Report on Form 10-K
for the year ended December 31, 1995,
File No. 1-9057.)** See Note.
10.5 * Forms of Stock Option Agreements under X
1993 Omnibus Stock Incentive Plan.
(Exhibit (10)-5 to WEC's Annual Report
on Form 10-K for the year ended
December 31, 1995, File No. 1-9057.)**
See Note.
10.6 * Form of Amendment to Stock Option X
Agreements under 1993 Omnibus Stock
Incentive Plan to waive NSP Transaction
as a change in control thereunder.
(Exhibit (10)-6 to WEC's Annual Report
on Form 10-K for the year ended
December 31, 1995, File No. 1-9057.)**
See Note.
10.7 * Supplemental Benefits Agreement between X
WEC and Calvin H. Baker dated
November 21, 1994. (Exhibit (10)-7 to
WEC's Annual Report on Form 10-K for the
year ended December 31, 1995, File
No. 1-9057.)** See Note.
10.8 * Form of Amendment to Supplemental Benefits X
Agreements to waive NSP Transaction as a
change in control thereunder. (Exhibit
(10)-8 to WEC's Annual Report on Form 10-K
for the year ended December 31, 1995,
File No. 1-9057.)** See Note.
10.9 * Form of Consent under the Executive Deferred X
Compensation Plan to waive NSP Transaction
as a change in control thereunder.
(Exhibit (10)-9 to WEC's Annual Report on
Form 10-K for the year ended December 31,
1995, File No. 1-9057.)** See Note.
10.10 * Supplemental Benefits Agreement between WEC X X
and Richard A. Abdoo dated November 21, 1994,
and April 26, 1995 letter agreement.
(Exhibit (10)-1 to WEC's 6/30/95 10-Q.)**
See Note.
10.11 * WEC Senior Executive Severance Policy, as X X
adopted effective April 28, 1995 and amended
on July 26, 1995. (Exhibit (10)-3 to WEC's
6/30/95 10-Q.)** See Note.
10.12 * 1993 Omnibus Stock Incentive Plan adopted X
by the Board of Directors on December 15,
1993, approved by shareholders at the
Annual Meeting of Stockholders held on
May 11, 1994, offering performance-based
incentives and other equity interests in
WEC to officers and other key employees.
(Exhibit 10-1 to WEC's 1993 Form 10-K
in File No. 1-9057.)** See Note.
10.13 * Agreement between WEC, WITECH Corporation X
and employee Francis Brzezinski dated
November 30, 1992, naming him a participant
in the WEC Supplemental Executive
Retirement Plan retroactive to September 1,
1990. (Exhibit 10-1 to WEC's 1992 Form 10-K
in File No. 1-9057.)** See Note.
10.14 * Short-Term Performance Plan of WEC effective X
January 1, 1992. (Exhibit 10-3 to WEC's 1991
Form 10-K in File No. 1-9057.)** See Note.
10.15 * Service Agreement dated January 1, 1987, X X
between WE, WEC and other non-utility
affiliated companies. (Exhibit (10)-(a)
to WE's Current Report on Form 8-K dated
January 2, 1987 in File No. 1-1245.)
Note: Two asterisks (**) identify management
contracts and executive compensation plans
or arrangements required to be filed as
exhibits pursuant to Item 14(c) of Form 10-K.
Certain compensatory plans in which directors
or executive officers of WE are eligible
to participate are not filed as WE exhibits
in reliance on the exclusion in
Item 601(b)(10)(iii)(B)(6) of Regulation S-K.
21 Subsidiaries of the registrant
21.1 Subsidiaries of WEC X
23 Consents of experts and counsel
23.1 Price Waterhouse LLP - Milwaukee, WI X X
Consent of Independent Accountants
appearing in this Annual Report on
Form 10-K for the year ended December 31,
1996.
23.2 Consent of Price Waterhouse LLP - X X
Minneapolis, MN, NSP's and NSP-WI's
Independent Accountants.
23.3 Consent of Deloitte & Touche LLP - X X
Minneapolis, MN, NSP's and NSP-WI's
Independent Auditors prior to 1995.
27 Financial data schedule
27.1 Financial Data Schedule for the fiscal X X
year ended December 31, 1996.
99 Additional Exhibits
99.1 Information furnished in lieu of the X
Form 11-K Annual Report for Management
Employee Savings Plan for the year ended
December 31, 1996. (Filed with Amendment No. 1)
99.2 Information furnished in lieu of the X
Form 11-K Annual Report for Represented
Employee Savings Plan for the year ended
December 31, 1996. (Filed with Amendment No. 1)
99.3 * Audited Financial Statements of NSP. (Item 8 X
of NSP's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996,
File No. 1-3034):
Report of Independent Accountants for the
years ended December 31, 1996 and 1995.
Independent Auditor's Report for the year
ended December 31, 1994.
Consolidated Statements of Income for the
three years ended December 31, 1996.
Consolidated Statements of Cash Flows for the
three years ended December 31, 1996.
Consolidated Balance Sheets at December 31,
1996 and 1995.
Consolidated Statements of Common Stockholders'
Equity for the three years ended December 31,
1996.
Consolidated Statements of Capitalization
at December 31, 1996 and 1995.
Notes to Financial Statements
99.4 * Audited Financial Statements of NSP-WI. X
(Item 8 of NSP-WI's Annual Report on
Form 10-K for the fiscal year ended
December 31, 1996, File No. 10-3140):
Report of Independent Accountants for
the years ended December 31, 1996
and 1995.
Independent Auditor's Report for the year
ended December 31, 1994.
Statements of Income and Retained Earnings
for the three years ended December 31, 1996.
Statements of Cash Flows for the three
years ended December 31, 1996.
Balance Sheets at December 31, 1996 and 1995.
Notes to Financial Statements.