SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K/A
AMENDMENT NO. 2
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, 1998
OR
TRANSITION REPORT PRUSUANT 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)
WISCONSIN ENERGY CORPORATION
----------------------------
AMENDMENT NO. 2
TO
1998 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, 1998 on Form 10-K as set forth in the
pages attached hereto:
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS OF 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, 1998 are hereby amended
to reflect the filing of Exhibit No. 99.1 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 25, 1999 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:
Consolidated Income Statement for the three years ended
December 31, 1998.
Consolidated Statement of Cash Flows for the three years ended
December 31, 1998.
Consolidated Balance Sheet at December 31, 1998 and 1997.
Consolidated Capitalization Statement at December 31, 1998
and 1997.
Consolidated Common Stock Equity Statement for the three years
ended December 31, 1998.
Notes to Financial Statements.
Report of Independent Accountants.
Wisconsin Electric Power Company:
Income Statement for the three years ended December 31, 1998.
Statement of Cash Flows for the three years ended
December 31, 1998.
Balance Sheet at December 31, 1998 and 1997.
Common Stock Equity Statement for the three years ended
December 31, 1998.
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, 1998. 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.
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 Wisconsin Energy or Wisconsin
Electric during the quarter ended December 31, 1998.
WISCONSIN ENERGY CORPORATION ("WEC")
WISCONSIN ELECTRIC POWER COMPANY ("WE")
EXHIBIT INDEX
to
Annual Report on Form 10-K
For the Year Ended December 31, 1998
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
- ------ --------------------------------------------- --- ---
3 Articles of Incorporation and By-laws
3.1 * Restated Articles of X
Incorporation of Wisconsin Energy
Corporation, as amended and
restated effective June 12, 1995.
(Exhibit (3)-1 to Wisconsin
Energy Corporation's Quarterly
Report on Form 10-Q for the
quarter ended June 30, 1995, File
No. 1-9057.)
3.2 * Bylaws of Wisconsin Energy X
Corporation, as amended to
December 17, 1997. (Exhibit 3.2
to Wisconsin Energy Corporation's
Annual Report on Form 10-K for
the year ended December 31, 1997,
File No. 1-9057.)
3.3 * Restated Articles of X
Incorporation of Wisconsin
Electric, as amended and restated
effective January 10, 1995.
(Exhibit (3)-1 to Wisconsin
Electric's Annual Report of Form
10-K for the year ended
December 31, 1994, File No. 1-
1245.)
3.4 * Bylaws of Wisconsin Electric, as X
amended to December 17, 1997.
(Exhibit 3.2 to Wisconsin
Electric's Annual Report on Form
10-K for the year ended
December 31, 1997, File No. 1-
1245.)
4 Instruments defining the rights of security
holders, including indentures
4.1 * Reference is made to Article X X
III of the 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 X X
Wisconsin Electric, dated
October 28, 1938 (Exhibit B-1
under File No. 2-4340.)
4.3 * Second Supplemental Indenture X X
of Wisconsin Electric, dated
June 1, 1946 (Exhibit 7-C
under File No. 2-6422.)
4.4 * Third Supplemental Indenture X X
of Wisconsin Electric, dated
March 1, 1949 (Exhibit 7-C
under File No. 2-8456.)
4.5 * Fourth Supplemental Indenture X X
of Wisconsin Electric, dated
June 1, 1950 (Exhibit 7-D
under File No. 2-8456.)
4.6 * Fifth Supplemental Indenture X X
of Wisconsin Electric, dated
May 1, 1952 (Exhibit 4-G under
File No. 2-9588.)
4.7 * Sixth Supplemental Indenture X X
of Wisconsin Electric, dated
May 1, 1954 (Exhibit 4-H under
File No. 2-10846.)
4.8 * Seventh Supplemental Indenture X X
of Wisconsin Electric, dated
April 15, 1956 (Exhibit 4-I
under File No. 2-12400.)
4.9 * Eighth Supplemental Indenture X X
of Wisconsin Electric, dated
April 1, 1958 (Exhibit 2-I
under File No. 2-13937.)
4.10 * Ninth Supplemental Indenture X X
of Wisconsin Electric, dated
November 15, 1960 (Exhibit 2-J
under File No. 2-17087).
4.11 * Tenth Supplemental Indenture X X
of Wisconsin Electric, dated
November 1, 1966 (Exhibit 2-K
under File No. 2-25593.)
4.12 * Eleventh Supplemental X X
Indenture of Wisconsin
Electric, dated November 15,
1967 (Exhibit 2-L under File
No. 2-27504.)
4.13 * Twelfth Supplemental Indenture X X
of Wisconsin Electric, dated
May 15, 1968 (Exhibit 2-M
under File No. 2-28799.)
4.14 * Thirteenth Supplemental X X
Indenture of Wisconsin
Electric, dated May 15, 1969
(Exhibit 2-N under File No. 2-
32629.)
4.15 * Fourteenth Supplemental X X
Indenture of Wisconsin
Electric, dated November 1,
1969 (Exhibit 2-O under File
No. 2-34942.)
4.16 * Fifteenth Supplemental X X
Indenture of Wisconsin
Electric, dated July 15, 1976
(Exhibit 2-P under File No. 2-
54211.)
4.17 * Sixteenth Supplemental X X
Indenture of Wisconsin
Electric, dated January 1,
1978 (Exhibit 2-Q under File
No. 2-61220.)
4.18 * Seventeenth Supplemental X X
Indenture of Wisconsin
Electric, dated May 1, 1978
(Exhibit 2-R under File No. 2-
61220.)
4.19 * Eighteenth Supplemental X X
Indenture of Wisconsin
Electric, dated May 15, 1978
(Exhibit 2-S under File No. 2-
61220.)
4.20 * Nineteenth Supplemental X X
Indenture of Wisconsin
Electric, dated August 1, 1979
(Exhibit (a)2(a) under File
No. 1-1245, 9/30/79 Wisconsin
Electric Form 10-Q.)
4.21 * Twentieth Supplemental X X
Indenture of Wisconsin
Electric, dated November 15,
1979 (Exhibit (a)2(a) under
File No. 1-1245, 12/31/79
Wisconsin Electric Form 10-K.)
4.22 * Twenty-First Supplemental X X
Indenture of Wisconsin
Electric, dated April 15, 1980
(Exhibit (4)-21 under File
No. 2-69488.)
4.23 * Twenty-Second Supplemental X X
Indenture of Wisconsin
Electric, dated December 1,
1980 (Exhibit (4)-1 under File
No. 1-1245, 12/31/80 Wisconsin
Electric Form 10-K.)
4.24 * Twenty-Third Supplemental X X
Indenture of Wisconsin
Electric, dated September 15,
1985 (Exhibit (4)-1 under File
No. 1-1245, 9/30/85 Wisconsin
Electric Form 10-Q.)
4.25 * Twenty-Fourth Supplemental X X
Indenture of Wisconsin
Electric, dated September 15,
1985 (Exhibit (4)-1 under File
No. 1-1245, 9/30/85 Wisconsin
Electric Form 10-Q.)
4.26 * Twenty-Fifth Supplemental X X
Indenture of Wisconsin
Electric, dated December 15,
1986 (Exhibit (4)-25 under
File No. 1-1245, 12/31/86
Wisconsin Electric Form 10-K.)
4.27 * Twenty-Sixth Supplemental X X
Indenture of Wisconsin
Electric, dated January 1,
1988 (Exhibit 4 under File
No. 1-1245, 1/26/88 Wisconsin
Electric Form 8-K.)
4.28 * Twenty-Seventh Supplemental X X
Indenture of Wisconsin
Electric, dated April 15, 1988
(Exhibit 4 under File No. 1-
1245, 3/31/88 Wisconsin
Electric Form 10-Q.)
4.29 * Twenty-Eighth Supplemental X X
Indenture of Wisconsin
Electric, dated September 1,
1989 (Exhibit 4 under File
No. 1-1245, 9/30/89 Wisconsin
Electric Form 10-Q.)
4.30 * Twenty-Ninth Supplemental X X
Indenture of Wisconsin
Electric, dated October 1,
1991 (Exhibit 4-1 under File
No. 1-1245, 12/31/91 Wisconsin
Electric Form 10-K.)
4.31 * Thirtieth Supplemental X X
Indenture of Wisconsin
Electric, dated December 1,
1991 (Exhibit 4-2 under File
No. 1-1245, 12/31/91 Wisconsin
Electric Form 10-K.)
4.32 * Thirty-First Supplemental X X
Indenture of Wisconsin
Electric, dated August 1, 1992
(Exhibit 4-1 under File No. 1-
1245, 6/30/92 Wisconsin
Electric Form 10-Q.)
4.33 * Thirty-Second Supplemental X X
Indenture of Wisconsin
Electric, dated August 1, 1992
(Exhibit 4-2 under File No. 1-
1245, 6/30/92 Wisconsin
Electric Form 10-Q.)
4.34 * Thirty-Third Supplemental X X
Indenture of Wisconsin
Electric, dated October 1,
1992 (Exhibit 4-1 under File
No. 1-1245, 9/30/92 Wisconsin
Electric Form 10-Q.)
4.35 * Thirty-Fourth Supplemental X X
Indenture of Wisconsin
Electric, dated November 1,
1992 (Exhibit 4-2 under File
No. 1-1245, 9/30/92 Wisconsin
Electric Form 10-Q.)
4.36 * Thirty-Fifth Supplemental X X
Indenture of Wisconsin
Electric, dated December 15,
1992 (Exhibit 4-1 under File
No. 1-1245, 12/31/92 Wisconsin
Electric Form 10-K.)
4.37 * Thirty-Sixth Supplemental X X
Indenture of Wisconsin
Electric, dated January 15,
1993 (Exhibit 4-2 under File
No. 1-1245, 12/31/92 Wisconsin
Electric Form 10-K.)
4.38 * Thirty-Seventh Supplemental X X
Indenture of Wisconsin
Electric, dated March 15, 1993
(Exhibit 4-3 under File No. 1-
1245, 12/31/92 Wisconsin
Electric Form 10-K.)
4.39 * Thirty-Eighth Supplemental X X
Indenture of Wisconsin
Electric, dated August 1, 1993
(Exhibit (4)-1 under File
No. 1-1245, 6/30/93 Wisconsin
Electric Form 10-Q.)
4.40 * Thirty-Ninth Supplemental X X
Indenture of Wisconsin
Electric, dated September 15,
1993 (Exhibit (4)-1 under File
No. 1-1245, 9/30/93 Wisconsin
Electric Form 10-Q.)
4.41 * Fortieth Supplemental X X
Indenture of Wisconsin
Electric, dated January 1,
1996 (Exhibit (4)-1 under File
No. 1-1245, 1/1/96 Wisconsin
Electric Form 8-K.)
4.42 * Indenture for Debt Securities X X
of Wisconsin Electric (the
"Indenture"), dated
December 1, 1995 (Exhibit (4)-
1 under File No. 1-1245,
12/31/95 Wisconsin Electric
Form 10-K.)
4.43 * Securities Resolution No. 1 of X X
Wisconsin Electric under the
Indenture, dated December 5,
1995 (Exhibit (4)-2 under File
No. 1-1245, 12/31/95 Wisconsin
Electric Form 10-K.)
4.44 * Securities Resolution No. 2 of X X
Wisconsin Electric under the
Indenture, dated November 12,
1996 (Exhibit 4.44 under File
No. 1-9057, 12/31/96 Wisconsin
Energy Corporation Form 10-K.)
4.45 * Securities Resolution No. 3 of X X
Wisconsin Electric under the
Indenture, dated May 27, 1998
(Exhibit (4)-1 under File
No. 1-1245, 6/30/98 Wisconsin
Electric Form 10-Q.)
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 * Employment arrangement with X X
Michael B. Sellman as Chief
Nuclear Officer of Wisconsin
Electric, effective March 2,
1998. (Exhibit 10.1 to
Wisconsin Energy Corporation's
Annual Report on Form 10-K for
the year ended December 31,
1997, File No. 1-9057.) ** See
Note.
10.2 * Supplemental Executive X
Retirement Plan of Wisconsin
Energy Corporation (as amended
and restated as of January 1,
1996). (Exhibit (10)-1 to
Wisconsin Energy Corporation's
Annual Report on Form 10-K for
the year ended December 31,
1995, File No. 1-9057.)** See
Note.
10.3 * Amended Non-Qualified Trust X X
Agreement by and between
Wisconsin Energy Corporation
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 Wisconsin Energy
Corporation or its subsidiaries
and various plan participants.
(Exhibit (10)-2 to Wisconsin
Energy Corporation's Annual
Report on Form 10-K for the
year ended December 31, 1995,
File No. 1 9057.)** See Note.
10.4 * Executive Deferred Compensation X
Plan of Wisconsin Energy
Corporation, effective
January 1, 1989, as amended and
restated as of January 1, 1996.
(Exhibit (10)-3 to Wisconsin
Energy Corporation's Annual
Report on Form 10-K for the
year ended December 31, 1995,
File No. 1-9057.)** See Note.
10.5 * Directors' Deferred X
Compensation Plan of Wisconsin
Energy Corporation, effective
January 1, 1987, and as
restated as of January 1, 1996.
(Exhibit (10)-4 to Wisconsin
Energy Corporation's Annual
Report on Form 10-K for the
year ended December 31, 1995,
File
No. 1 - 9057.)** See Note.
10.6 * Forms of Stock Option X
Agreements under 1993 Omnibus
Stock Incentive Plan. (Exhibit
(10)-5 to Wisconsin Energy
Corporation'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 X X
between Wisconsin Energy
Corporation and Calvin H. Baker
dated November 21, 1994.
(Exhibit (10)-7 to Wisconsin
Energy Corporation's Annual
Report on Form 10-K for the
year ended December 31, 1995,
File No. 1-9057.)** See Note.
10.8 * Supplemental Benefits Agreement X X
between Wisconsin Energy
Corporation and Richard A.
Abdoo dated November 21, 1994,
and April 26, 1995 letter
agreement. (Exhibit (10)-1 to
Wisconsin Energy Corporation's
6/30/95 10-Q.) ** See Note.
10.9 * Wisconsin Energy Corporation X X
Senior Executive Severance
Policy, as adopted effective
April 28, 1995 and amended on
July 26, 1995. (Exhibit (10)-
3 to Wisconsin Energy
Corporation's 6/30/95 10-Q.)**
See Note.
10.10 * 1993 Omnibus Stock Incentive X
Plan adopted by the Board of
Directors on December 15, 1993,
approved by shareholders at the
Annual Meeting of Stockholders
held on May 11, 1994, and
amended by the Board of
Directors on May 19, 1998
offering performance-based
incentives and other equity
interests in Wisconsin Energy
Corporation to directors,
officers and other key
employees. ** See Note.
10.11 * 1998 Revised forms of award X
agreements under 1993 Omnibus
Stock Incentive Plan, as
amended, for non-qualified
stock option awards to non-
employee directors, restricted
stock awards, incentive stock
option awards and non-qualified
stock option awards.** See
Note.
10.12 * Short-Term Performance Plan of X
Wisconsin Energy Corporation
effective January 1, 1992.
(Exhibit 10-3 to Wisconsin
Energy Corporation's 1991 Form
10-K in File No. 1-9057.)**
See Note.
10.13 * Service Agreement dated X X
January 1, 1987, between
Wisconsin Electric, Wisconsin
Energy Corporation and other
non-utility affiliated
companies. (Exhibit (10)-(a)
to Wisconsin Electric'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
Wisconsin Electric are eligible to
participate are not filed as Wisconsin
Electric 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 Wisconsin X
Energy Corporation
23 Consents of experts and counsel
23.1 PricewaterhouseCoopers LLP - X X
Milwaukee, WI Consent of
Independent Accountants
appearing in this Annual
Report on Form 10-K for the
year ended December 31, 1998.
27 Financial data schedule
27.1 Financial Data Schedule for X X
the fiscal year ended
December 31, 1998.
99 Additional exhibits
99.1 Information furnished in lieu X
of the Form 11-K Annual Report
for the Employee Retirement
Savings Plan for the year
ended December 31, 1998.
(Filed with amendment No. 2.)
Exhibit 99.1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20594
----------------------------------
Financial statements and schedules furnished in lieu of the
FORM 11-K
Annual Report
Pursuant to Rule 15d-21 under the
Securities Exchange Act of 1934
-------------------------------
For the fiscal year ended December 31, 1998
A. Full title of the Plan and the address of the Plan, if different
from that of the issuer named below:
WISCONSIN ELECTRIC POWER COMPANY
Employee Retirement Savings Plan
B. Name of issuer of the securities held pursuant to the Plan and
the address of its principal execute office:
Wisconsin Energy Corporation
231 West Michigan Street
P.O. Box 2949
Milwaukee, WI 53201
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Administrator has duly caused this annual report to be signed by the
undersigned thereunto duly authorized.
WISCONSIN ELECTRIC POWER COMPANY
EMPLOYEE RETIREMENT SAVINGS PLAN
-- - - - - - - - - - - - - - - -
Name of Plan
June 25, 1999 By /s/Calvin H. Baker
- - - - - - - - - - - - - - - --
Calvin H. Baker
Plan Administrator
REPORT OF INDEPENDENT ACCOUNTANTS
- - - - - - - - - - - - - - - - --
To the Participants and
Plan Administrator of the
Wisconsin Electric Power Company
Employee Retirement Savings Plan
In our opinion, the accompanying statements of net assets available for
benefits and the related statements of changes in net assets available for
benefits present fairly, in all material respects, the net assets available
for benefits of the Wisconsin Electric Power Company Employee Retirement
Savings Plan (the "Plan") at December 31, 1998 and 1997, and the changes in
net assets available for benefits for the years then ended, in conformity
with generally accepted accounting principles. These financial statements are
the responsibility of the Plan's management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted
our audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Assets
Held for Investment Purposes and Reportable Transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The fund information in
the statements of net assets available for benefits and the statements of
changes in net assets available for benefits is presented for purposes of
additional analysis rather than to present the net assets available for
benefits and changes in net assets available for benefits of each fund. These
supplemental schedules and fund information are the responsibility of the
Plan's management. These supplemental schedules and fund information have
been subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/PricewaterhouseCoopers LLP
- -----------------------
PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
June 18, 1999
<TABLE>
WISCONSIN ELECTRIC POWER COMPANY
EMPLOYEE RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
<CAPTION>
December 31, 1998
(Page 1 of 2)
------------------------------------------------------------------------
Participant-Directed
------------------------------------------------------------------------
Fidelity
Blended WEC Fidelity Fidelity U.S. Equity
Rate Common Equity Growth Index Fidelity
Income Stock Income Company Commingled Balanced
Fund Fund Fund Fund Pool Fund
--------- ---------- --------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments, at fair
value (Note 2)
Mutual and pooled funds $ 0 $109,914,813 $81,535,742 $69,115,947 $58,617,135 $16,714,446
Participant notes 0 0 0 0 0 0
receivable
---------- ----------- ---------- ---------- ---------- ----------
0 109,914,813 81,535,742 69,115,947 58,617,135 16,714,446
---------- ----------- ---------- ---------- ----------- ----------
Investments, at contract 61,543,684 0 0 0 0 0
value (Note 2)
---------- ----------- ---------- ---------- ---------- ----------
Total Investments 61,543,684 109,914,813 81,535,742 69,115,947 58,617,135 16,714,446
---------- ----------- ---------- ---------- ---------- ----------
Cash 7,041,578 1,335,145 0 0 0 0
---------- ----------- ---------- ----------- --------- ----------
Net assets available $68,585,262 $111,249,958 $81,535,742 $69,115,947 $58,617,135 $16,714,446
for benefits
========== =========== ========== ========== ========== ==========
The accompanying notes are an integral part of these financial
statements.
</TABLE>
<TABLE>
WISCONSIN ELECTRIC POWER COMPANY
EMPLOYEE RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
(continued)
<CAPTION>
December 31, 1998
(Page 2 of 2)
------------------------------------------------------------------------
Participant-Directed
------------------------------------------------------------------------
Fidelity
Retirement
Government Fidelity Fidelity
Money U.S. Bond Fidelity Low-Priced
Market Index Overseas Stock Loan
Portfolio Portfolio Fund Fund Fund Total
------- -------- --------- ---------- --------- -------
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments, at fair
value (Note 2)
Mutual and pooled
funds $3,783,718 $7,550,305 $17,609,336 $19,922,918 $ 0 $384,764,360
Participant notes
receivable 0 0 0 0 7,413,380 7,413,380
---------- ---------- ---------- ------- ---------- -----------
3,783,718 7,550,305 17,609,336 19,922,918 7,413,380 392,177,740
---------- --------- ---------- ---------- ---------- ----------
Investments, at
contract value
(Note 2) 0 0 0 0 0 61,543,684
---------- ---------- ----------- ---------- --------- -----------
Total
Investments 3,783,718 7,550,305 17,609,336 19,922,918 7,413,380 453,721,424
---------- ---------- ----------- ----------- --------- -----------
Cash 0 0 0 0 0 8,376,723
---------- ---------- ----------- ----------- --------- -----------
Net assets
available for
benefits $3,783,718 $7,550,305 $17,609,336 $19,922,918 $7,413,380 $462,098,147
========= ========= ========== ========== ========= ===========
The accompanying notes are an integral part of these financial
statements.
</TABLE>
<TABLE>
WISCONSIN ELECTRIC POWER COMPANY
EMPLOYEE RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
<CAPTION>
December 31, 1997
(Page 1 of 2)
------------------------------------------------------------------------
Participant-Directed
------------------------------------------------------------------------
Fidelity
Blended WEC Fidelity Fidelity U.S. Equity
Rate Common Equity Growth Index Fidelity
Income Stock Income Company Commingled Balanced
Fund Fund Fund Fund Pool Fund
----------- ---------- ---------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments, at fair
value (Note 2)
Mutual and
pooled funds $ 0 $101,877,660 $70,115,105 $50,839,073 $39,381,423 $10,283,658
Participant notes
receivable 0 0 0 0 0 0
---------- ----------- ---------- ---------- ---------- ----------
0 101,877,660 70,115,105 50,839,073 39,381,423 10,283,658
---------- ----------- ---------- ---------- ---------- ----------
Investments, at contract
value (Note 2) 57,771,773 0 0 0 0 0
---------- ---------- ---------- ---------- ---------- ----------
Total Investments 57,771,773 101,877,660 70,115,105 50,839,073 39,381,423 10,283,658
---------- ----------- ---------- ---------- ---------- ----------
Cash 3,932,769 986,258 0 0 0 0
---------- ----------- ---------- ---------- ---------- ----------
Net assets available
for benefits $61,704,542 $102,863,918 $70,115,105 $50,839,073 $39,381,423 $10,283,658
========== =========== ========== ========== ========== ==========
The accompanying notes are an integral part of these financial
statements.
</TABLE>
<TABLE>
WISCONSIN ELECTRIC POWER COMPANY
EMPLOYEE RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
(continued)
<CAPTION>
December 31, 1997
(Page 2 of 2)
------------------------------------------------------------------------
Participant-Directed
------------------------------------------------------------------------
Fidelity
Retirement
Government Fidelity Fidelity
Money U.S. Bond Fidelity Low-Priced
Market Index Overseas Stock Loan
Portfolio Portfolio Fund Fund Fund Total
--------- -------- -------- --------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments, at fair value
(Note 2)
Mutual and pooled funds $2,541,425 $4,008,540 $13,648,013 $15,810,049 $ 0 $308,504,946
Participant notes
receivable 0 0 0 0 7,341,361 7,341,361
--------- --------- ---------- ---------- --------- -----------
2,541,425 4,008,540 13,648,013 15,810,049 7,341,361 315,846,307
--------- --------- ---------- ---------- --------- -----------
Investments, at contract
value (Note 2) 0 0 0 0 0 57,771,773
--------- --------- ---------- ---------- --------- ----------
Total Investments 2,541,425 4,008,540 13,648,013 15,810,049 7,341,361 373,618,080
--------- --------- ---------- ---------- --------- -----------
Cash 0 0 0 0 0 4,919,027
--------- --------- ---------- ---------- --------- -----------
Net assets available
for benefits $2,541,425 $4,008,540 $13,648,013 $15,810,049 $7,341,361 $378,537,107
========= ========= ========== ========= ========= ===========
The accompanying notes are an integral part of these financial
statements.
</TABLE>
<TABLE>
WISCONSIN ELECTRIC POWER COMPANY
EMPLOYEE RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS WITH FUND INFORMATION
<CAPTION>
For the year ended December 31, 1998
(Page 1 of 2)
-------------------------------------------------------------------------
Participant-Directed
-------------------------------------------------------------------------
Fidelity
Blended WEC Fidelity Fidelity U.S. Equity
Rate Common Equity Growth Index Fidelity
Income Stock Income Company Commingled Balanced
Fund Fund Fund Fund Pool Fund
--------- ---------- --------- --------- --------- -------
<S> <C> <C> <C> <C> <C> <C>
Additions
Additions to net assets
attributed to:
Investment income:
Interest and dividends $ 3,934,433 $ 5,386,262 $ 4,553,396 $ 4,783,116 $ 0 $ 1,473,504
Net appreciation
(depreciation) in fair
value of investments 0 9,437,613 4,297,573 9,537,664 12,311,002 1,067,492
---------- ---------- ---------- ---------- ---------- ----------
3,934,433 14,823,875 8,850,969 14,320,780 12,311,002 2,540,996
--------- ---------- ---------- ---------- ---------- ---------
Contributions:
Participants' 3,535,187 2,717,799 6,083,254 5,881,920 3,586,981 2,264,696
Employer's 0 7,793,332 0 0 0 0
----------- ---------- ---------- ---------- ---------- ---------
3,535,187 10,511,131 6,083,254 5,881,920 3,586,981 2,264,696
----------- ---------- ---------- ---------- ---------- ---------
Total additions 7,469,620 25,335,006 14,934,223 20,202,700 15,897,983 4,805,692
---------- ---------- ---------- ---------- ---------- ---------
Deductions
Deductions from net
assets
attributed to:
Administrative expenses 0 27,049 846 69 61 0
Benefits paid to
participants 3,623,700 3,525,690 2,762,232 1,416,867 998,613 513,724
---------- ------------ ---------- ---------- ---------- ----------
Total deductions 3,623,700 3,552,739 2,763,078 1,416,936 998,674 513,724
---------- ------------ ---------- ---------- ---------- ----------
Net increase prior to
interfund transfers 3,845,920 21,782,267 12,171,145 18,785,764 14,899,309 4,291,968
Interfund transfers 3,034,800 (13,396,227) (750,508) (508,890) 4,336,403 2,138,820
---------- ------------ ---------- ---------- ---------- ----------
Net increase 6,880,720 8,386,040 11,420,637 18,276,874 19,235,712 6,430,788
Net assets available for
benefits:
Beginning of year 61,704,542 102,863,918 70,115,105 50,839,073 39,381,423 10,283,658
---------- ----------- ---------- ---------- ---------- ----------
End of year $68,585,262 $111,249,958 $81,535,742 $69,115,947 $58,617,135 $16,714,446
========== =========== ========== ========== ========== ==========
The accompanying notes are an integral part of these
financial statements.
</TABLE>
<TABLE>
WISCONSIN ELECTRIC POWER COMPANY
EMPLOYEE RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS WITH FUND INFORMATION
(continued)
<CAPTION>
For the year ended December, 31, 1998
(Page 2 of 2)
------------------------------------------------------------------------
Participant-Directed
------------------------------------------------------------------------
Fidelity
Retirement
Government Fidelity Fidelity
Money U.S. Bond Fidelity Low-Priced
Market Index Overseas Stock Loan
Portfolio Portfolio Fund Fund Fund Total
--------- --------- -------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Additions
Additions to net
assets attributed to:
Investment income:
Interest and
dividends $ 165,453 $ 352,728 $ 328,767 $ 1,677,273 $ 661,602 $ 23,316,534
Net appreciation
(depreciation)
in fair value
of investments 0 114,804 1,483,582 (1,761,070) 0 36,488,660
--------- --------- --------- ----------- ---------- -----------
165,453 467,532 1,812,349 (83,797) 661,602 59,805,194
--------- --------- ---------- ----------- ---------- -----------
Contributions:
Participants' 521,214 789,379 1,924,436 2,924,597 0 30,229,463
Employer's 0 0 0 0 0 7,793,332
--------- --------- ---------- ----------- ---------- -----------
521,214 789,379 1,924,436 2,924,597 0 38,022,795
--------- --------- ---------- ----------- ---------- -----------
Total additions 686,667 1,256,911 3,736,785 2,840,800 661,602 97,827,989
--------- --------- ---------- ----------- ---------- -----------
Deductions
Deductions from net
assets
attributed to:
Administrative expenses 39 0 46 2,190 0 30,300
Benefits paid to
participants 149,326 133,954 349,631 523,858 239,054 14,236,649
--------- --------- --------- ---------- --------- -----------
Total deductions 149,365 133,954 349,677 526,048 239,054 14,266,949
--------- --------- --------- ---------- --------- -----------
Net increase prior to
interfund transfers 537,302 1,122,957 3,387,108 2,314,752 422,548 83,561,040
Interfund transfers 704,991 2,418,808 574,215 1,798,117 (350,529) 0
--------- --------- ---------- ---------- --------- -----------
Net increase 1,242,293 3,541,765 3,961,323 4,112,869 72,019 83,561,040
Net assets available
for benefits:
Beginning of year 2,541,425 4,008,540 13,648,013 15,810,049 7,341,361 378,537,107
--------- --------- ---------- ---------- --------- -----------
End of year $3,783,718 $7,550,305 $17,609,336 $19,922,918 $7,413,380 $462,098,147
========= ========= ========== ========== ========= ===========
The accompanying notes are an integral part of these financial
statements.
</TABLE>
<TABLE>
WISCONSIN ELECTRIC POWER COMPANY
EMPLOYEE RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS WITH FUND INFORMATION
<CAPTION>
For the Year Ended December, 31, 1997
(Page 1 of 2)
------------------------------------------------------------------------
Participant-Directed
------------------------------------------------------------------------
Fidelity
U.S.
Blended WEC Fidelity Fidelity Equity
Rate Common Equity Growth Index Fidelity
Income Stock Income Company Commingled Balanced
Fund Fund Fund Fund Pool Fund
----------- --------- --------- --------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Additions
Additions to net
assets attributed to:
Investment income:
Interest and dividends $ 3,820,041 $ 5,340,758 $ 3,671,549 $ 4,817,362 $ 0 $ 1,111,059
Net appreciation
in fair value
of investments 0 6,833,218 11,122,664 2,535,857 8,842,785 502,918
---------- ----------- ----------- ---------- ---------- ----------
3,820,041 12,173,976 14,794,213 7,353,219 8,842,785 1,613,977
---------- ----------- ----------- ---------- ---------- ----------
Contributions:
Participants' 3,541,714 3,051,017 4,502,306 4,681,760 2,500,993 1,029,023
Employer's 0 6,590,584 0 0 0 0
---------- ----------- ----------- ---------- ---------- ----------
3,541,714 9,641,601 4,502,306 4,681,760 2,500,993 1,029,023
---------- ----------- ----------- ------ ---------- ----------
Total additions 7,361,755 21,815,577 19,296,519 12,034,979 11,343,778 2,643,000
---------- ----------- ----------- ---------- ---------- ----------
Deductions
Deductions from
net assets
attributed to:
Administrative expenses 0 19,599 202 43 43 0
Benefits paid to
participants 3,286,621 3,618,176 2,284,589 1,192,028 938,429 319,200
---------- ----------- ---------- ---------- ---------- ----------
Total deductions 3,286,621 3,637,775 2,284,791 1,192,071 938,472 319,200
---------- ----------- ---------- ---------- ---------- ----------
Net increase
prior to interfund
and plan transfers 4,075,134 18,177,802 17,011,728 10,842,908 10,405,306 2,323,800
Interfund transfers (2,956,129) (26,358,739) 7,365,745 1,910,693 4,823,589 1,996,513
Plan transfers (Note 3) 33,981,158 45,708,902 27,600,948 22,148,582 14,615,664 3,306,878
---------- ----------- ---------- ---------- ---------- ----------
Net increase 35,100,163 37,527,965 51,978,421 34,902,183 29,844,559 7,627,191
Net assets available
for benefits:
Beginning of year 26,604,379 65,335,953 18,136,684 15,936,890 9,536,864 2,656,467
---------- ----------- ---------- ---------- ---------- ----------
End of year $61,704,542 $102,863,918 $70,115,105 $50,839,073 $39,381,423 $10,283,658
========== =========== ========== ========== ========== ==========
The accompanying notes are an integral part of these financial
statements.
</TABLE>
<TABLE>
WISCONSIN ELECTRIC POWER COMPANY
EMPLOYEE RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS WITH FUND INFORMATION
(continued)
<CAPTION>
For the Year Ended December, 31, 1997
(Page 2 of 2)
---------------------------------------------------------------------
Participant-Directed
---------------------------------------------------------------------
Fidelity
Retirement
Government Fidelity Fidelity
Money U.S. Bond Fidelity Low-Priced
Market Index Overseas Stock Loan
Portfolio Portfolio Fund Fund Fund Total
--------- --------- ---------- --------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Additions
Additions to net
assets attributed to:
Investment income:
Interest and dividends $ 127,930 $ 204,445 $ 673,104 $ 871,622 $ 622,851 $ 21,260,721
Net appreciation
in fair value
of investments 0 76,015 446,158 1,120,932 0 31,480,547
--------- --------- --------- --------- --------- ----------
127,930 280,460 1,119,262 1,992,554 622,851 52,741,268
--------- --------- --------- --------- --------- -----------
Contributions:
Participants' 344,205 433,120 1,579,687 1,398,604 0 23,062,429
Employer's 0 0 0 0 0 6,590,584
---------- ---------- ---------- ---------- ---------- ----------
344,205 433,120 1,579,687 1,398,604 0 29,653,013
---------- ---------- ---------- ---------- ---------- -----------
Total additions 472,135 713,580 2,698,949 3,391,158 622,851 82,394,281
---------- ---------- ---------- ---------- ---------- -----------
Deductions
Deductions from net assets
attributed to:
Administrative expenses 46 0 39 941 0 20,913
Benefits paid
to participants 233,269 27,970 267,480 159,564 178,536 12,505,862
--------- --------- ---------- ---------- --------- -----------
Total deductions 233,315 27,970 267,519 160,505 178,536 12,526,775
--------- --------- ---------- ---------- --------- -----------
Net increase prior to
interfund and
plan transfers 238,820 685,610 2,431,430 3,230,653 444,315 69,867,506
Interfund transfers (77,334) 820,936 1,052,880 11,558,373 (136,527) 0
Plan transfers (Note 3) 863,061 1,421,712 5,604,367 604,951 3,285,263 159,141,486
--------- --------- ---------- ---------- --------- -----------
Net increase 1,024,547 2,928,258 9,088,677 15,393,977 3,593,051 229,008,992
Net assets available
for benefits:
Beginning of year 1,516,878 1,080,282 4,559,336 416,072 3,748,310 149,528,115
--------- --------- ----------- ---------- --------- -----------
End of year $2,541,425 $4,008,540 $13,648,013 $15,810,049 $7,341,361 $378,537,107
========= ========= ========== ========== ========= ===========
The accompanying notes are an integral part of these financial
statements.
</TABLE>
EMPLOYEE RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
NOTE 1 DESCRIPTION OF THE PLAN
- --------------------------------
The following description of the Wisconsin Electric Power Company ("WE" or
the "Company") Employee Retirement Savings Plan ("ERSP" or the "Plan")provides
only general information. Participants should refer to the plan agreement
for a more comprehensive description of the Plan's provisions.
General
The Plan is a defined contribution plan covering all employees of WE who are
projected to complete at least 1,000 hours of service within one year from
hire date. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA").
Contributions
Contributions are subject to certain limitations of the Internal Revenue Code
("IRC"). Participants are allowed to make a pre-tax contribution of up to 20%
of their base wages, as defined in the Plan. Participants are also allowed to
contribute to the Plan on a post tax basis and may contribute amounts
representing distributions from other qualified defined benefit or defined
contribution plans. The Company matches 50% of the first 6% of base wages up
to a maximum contribution of 3% of qualified compensation, as defined in the
Plan. All employer contributions are invested in the Wisconsin Energy
Corporation ("WEC") Common Stock Fund.
Participant Accounts
Each participant's account is credited with the participant's contribution and
allocations of (a) the Company's contribution and (b) Plan earnings. Earnings
on investments are not taxed while such amounts accumulate in the Plan.
Vesting
Participants are immediately vested in their contributions plus actual earnings
thereon. Vesting in the Company's matching contribution portion of their
account plus actual earnings thereon occurs after the participant achieves
1,000 hours of service.
Investment Options
Participant contributions may be made, in whole percentages, to any of the
following investment options:
-Blended Rate Income Fund
This fund invests in a series of guaranteed investment contracts from
insurance companies or financial institutions in order to provide a
blended rate of return with a low risk to principal.
-WEC Common Stock Fund
This fund invests in WEC common stock.
-Fidelity Equity Income Fund
This fund invests in securities with above-average yields and the
potential for future investment growth.
-Fidelity Growth Company Fund
This fund invests primarily in common stocks and securities convertible
into common stocks seeking long-term capital appreciation.
-Fidelity U.S. Equity Index Commingled Pool
This fund attempts to provide results corresponding to the total return
performance of a broad number of common stocks publicly traded in the
United States by approximating the composition and total return of the
Standard & Poor's 500-stock index.
-Fidelity Balanced Fund
This fund invests primarily in investment-grade or higher bonds, and
other high-yielding securities, including foreign and domestic stocks.
The fund seeks as much income as possible while preserving capital.
-Fidelity Retirement Government Money Market Portfolio
This fund invests in obligations issued or guaranteed as to principal
and interest by the U.S. government, its agencies and instrumentalities.
The fund seeks a high level of current income while preserving the
principal of its investors.
-Fidelity U.S. Bond Index Portfolio
This fund attempts to balance its investments in U.S. government,
corporate, mortgage and income securities in the same proportion as
their representation in the Lehman Brothers Aggregate Bond Index, a U.S.
investment-grade, fixed-income index comprising approximately 6,500
securities.
-Fidelity Overseas Fund
This fund invests primarily in foreign securities. The fund seeks long-
term capital appreciation.
-Fidelity Low-Priced Stock Fund
This fund invests mainly in low-priced common and preferred stock ($35 per
share or less at time of purchase). This fund seeks long-term capital
appreciation.
The value of participant investments in the Blended Rate Income Fund grows
through interest earnings at negotiated interest rates, while investment growth
(loss) in mutual funds results from dividends plus a net increase (decrease)
in the market value of securities in the fund.
Participants may change their investment options daily.
Participants Withdrawals and Terminations
The full value of a participant's ERSP account is distributed through a lump-sum
cash payment to the employee or designated beneficiary upon retirement,
termination of employment or death, for account balances less the $5,000.
Distributions of participant account balances greater than $5,000 are based on
participant elections in accordance with the Plan provisions.
As the Plan is primarily designed to meet long-term financial needs, employees
may permanently withdraw amounts from their accounts under the terms of the
Plan's financial hardship withdrawal guidelines. Additionally, participants may
withdraw all or a portion of the value of their after-tax contributions,
however, this withdrawal is limited to once per Plan year.
Participant Notes Receivable
Participants may borrow from their fund accounts up to a maximum of 50% of their
account balance or $50,000 reduced by the highest outstanding loan balance
over the past 12 months. Loans are repayable monthly over periods not to
exceed 5 years. The interest rate charged on participant loans is fixed at
the beginning of each loan at prime rate plus 1%.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate
the Plan subject to the provisions of ERISA. In the event of Plan termination,
participants will become 100% vested in their accounts.
Tax Status
The Internal Revenue Service has determined and informed the Company by a
letter dated September 21, 1995, that the Plan is designed in accordance with
applicable sections of the IRC. The Plan has been amended since receiving
the determination letter. However, the Plan administrator and the Plan's tax
counsel believe that the Plan is designed and is currently being operated in
compliance with the applicable requirements of the IRC.
Administration
A trustee is utilized in connection with the operation of the Plan. The Chief
Financial Officer and Vice President-Finance of WE serves as the Plan
Administrator.
NOTE 2 SIGNIFICANT ACCOUNTING POLICIES
- ----------------------------------------
Basis of Accounting
The Plan's financial statements are prepared on the accrual basis of accounting.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Investment Valuation
The assets of the Plan, except for the Blended Rate Income Fund, are stated at
fair value. The assets within the Blended Rate Income Fund are guaranteed
investment contracts which are stated at contract value, which approximates
fair value. Contract value represents contributions made under the contract,
plus interest at the contract rate, less participant withdrawals. The other
investments are stated at fair value based on the quoted asset values on the
last day of the plan year.
Income Recognition
The Plan presents in the statement of changes in net asset available for
benefits the net appreciation (depreciation) in the fair value of its
investments, which consists of the realized gains or losses and the unrealized
appreciation (depreciation) on those investments.
Unrealized appreciation or depreciation of investments fluctuates based upon
the market price of investments held. Realized gains and losses are
calculated in accordance with the Department of Labor regulations. Under
these regulations, realized gains and losses are calculated as sale proceeds
less the carrying value of the investment at the beginning of the year or
acquisition cost if acquired during the year. The carrying value of the
investment is calculated at each year-end, whereby the original cost of the
investment is adjusted to market value.
Interest and dividends are recorded as earned.
Payments of Benefits
Benefits are recorded when paid.
Expenses of the Plan
All significant administrative expenses are paid by the Company, except for
loan origination fees which are paid by the borrowing participant and
charged against the fund from which the borrowings are made.
NOTE 3 PLAN TRANSFERS
- -----------------------
Effective January 1, 1997 the Company amended the WE Represented Employee
Savings Plan ("Former Plan") to allow for the assets of the WE Management
Employee Savings Plan ("MESP") to be merged into the Former Plan.
Additionally, upon amendment, the name of the Former Plan was changed to the
WE Employee Retirement Savings Plan. During 1997, the Company merged
$159,141,486 of MESP assets into the Former Plan.
NOTE 4 AMOUNTS ALLOCATED TO WITHDRAWN PARTICIPANTS
- ----------------------------------------------------
Plan assets of $86,312,273 and $78,683,835 have been allocated to the accounts
of persons who are no longer active participants of the Plan as of
December 31, 1998 and 1997, respectively. The following is a summary of the
amounts allocated to withdrawn participants:
December 31,
------------
1998 1997
---- ----
Blended Rate Income Fund $20,426,100 $19,352,099
WEC Common Stock Fund 19,412,848 20,218,171
Fidelity Equity Income Fund 16,066,291 15,035,540
Fidelity Growth Company Fund 10,759,530 9,133,048
Fidelity U.S. Equity Index Commingled Pool 10,974,481 8,064,550
Fidelity Balanced Fund 2,552,402 1,815,377
Fidelity Retirement Government Money
Market Portfolio 669,686 577,606
Fidelity U.S. Bond Index Portfolio 1,083,220 824,926
Fidelity Overseas Fund 2,509,397 1,871,773
Fidelity Low-Priced Stock Fund 1,858,318 1,790,745
----------- -----------
$86,312,273 $78,683,835
=========== ===========
NOTE 5 UNITIZATION OF THE WEC COMMON STOCK FUND
- --------------------------------------------------
The WEC Common Stock Fund is accounted for on a unitary basis. At
December 31, 1998, there were 6,812,612.273 units in the fund with a net
asset value of $16.33 per unit. At December 31, 1997, there were
7,069,685.140 units in the fund with a net asset value of $14.55 per unit.
<TABLE>
WISCONSIN ELECTRIC POWER COMPANY
--------------------------------
EMPLOYEE RETIREMENT SAVINGS PLAN
-------------------------------
Form 5500, Line 27a, Schedule of Assets Held for Investment Purposes
--------------------------------------------------------------
As of December 31, 1998
-----------------------
<CAPTION>
(a) (b) (c) (d)
Description of investment including
Identity of issue, borrower, maturity date, rate of interest, Current
lessor, or similar party collateral, par or maturity value Cost Value
- ------------------------------ ------------------------------------ ----- ----------
<S> <C> <C> <C>
Blended Rate Income Fund Collective trust fund $ 61,543,684 $ 61,543,684
WEC Common Stock Fund * Common stock 62,560,198 109,914,813
Fidelity Equity Income Fund Mutual/pooled fund 68,533,355 81,535,742
Fidelity Growth Company Fund Mutual/pooled fund 58,314,910 69,115,947
Fidelity U.S. Equity Index
Commingled Pool Mutual/pooled fund 38,643,065 58,617,135
Fidelity Balanced Fund Mutual/pooled fund 15,490,486 16,714,446
Fidelity Retirement Government
Money Market Portfolio Mutual/pooled fund 3,783,718 3,783,718
Fidelity U.S. Bond Index
Portfolio Mutual/pooled fund 7,378,834 7,550,305
Fidelity Overseas Fund Mutual/pooled fund 16,577,545 17,609,336
Fidelity Low-Priced Stock Fund Mutual/pooled fund 20,968,341 19,922,918
Participant Loans Participant notes receivable 0 7,413,380
Varied maturities from 1999 to 2003
Interest rates range from 7% to 10%
* Denotes party-in-interest.
</TABLE>
<TABLE>
WICONSIN ELECTRIC POWER COMPANY
-------------------------------
EMPLOYEE RETIREMENT SAVINGS PLAN
--------------------------------
FORM 5500, LINE 27d, Schedule of Reportable Transactions
-------------------------------------------------------
For The Year Ended December, 31 1998
------------------------------------
<CAPTION>
(h)
(f) Current
(a) Expense Value
Identity (b) (c) (d) (e) incurred (g) of asset on (i)
of Party Description Purchase Selling Lease with Cost of transaction Net gain
involved of Asset Price Price Rental transaction Asset date or (loss)
------------ ----------- ------- ------- ------ ----------- ------ ---------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fidelity Blended Rate
Income Fund
456 purchases $43,155,610 $ N/A $ 0 $43,155,610 $43,155,610 $
0 0
438 sales 0 40,227,281 N/A 0 40,227,281 40,227,281 0
Wisconsin Energy WEC Common
Corporation Stock Fund
251 purchases 33,090,028 0 N/A 0 33,090,028 33,090,028 0
252 sales 0 36,860,090 N/A 0 28,814,113 36,860,090 8,045,977
Fidelity Equity
Income
Fund
252 purchases 23,795,215 0 N/A 0 23,795,215 23,795,215 0
244 sales 0 16,672,151 N/A 0 15,299,168 16,672,151 1,372,983
Fidelity Growth
Company Fund
251 purchases 27,459,019 0 N/A 0 27,459,019 27,459,019 0
242 sales 0 18,719,810 N/A 0 18,169,730 18,719,810 550,080
Fidelity Overseas
Fund
246 purchases 17,511,873 0 N/A 0 17,511,873 17,511,873 0
203 sales 0 15,034,133 N/A 0 14,875,255 15,034,133 158,878
Fidelity U.S. Equity
Index
Commingled
Pool
248 purchases 13,629,753 0 N/A 0 13,629,753 13,629,753 0
220 sales 0 6,705,042 N/A 0 5,710,736 6,705,042 994,306
</TABLE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-60383) of Wisconsin Energy Corporation of our
report dated June 18, 1999 appearing in this Exhibit 99.1 with Amendment No. 2
(on Form 10-K/A) to the Wisconsin Energy Corporation December 31, 1998 Form
10-K.
/s/PricewaterhouseCoopers LLP
- -----------------------------
PRICEWATERHOUSECOOPERS LLP
Milwaukee, WI
June 29, 1999
