01—Abstract
Summary
Summary of the 10-K/A filed June 28, 1996. Cited figures are marked; the original filing is the authoritative source.
Wisconsin Energy Corporation (now WEC Energy Group, Inc.) filed this Amendment No. 1 to its 1995 Annual Report on Form 10-K on June 28, 1996.
The amendment does not restate the full annual report. It adds two exhibits, information furnished in lieu of Form 11-K annual reports for the Management Employee Savings Plan and the Represented Employee Savings Plan, and it includes the parent-company-only Condensed Financial Statements (Schedule I) for 1995, 1994 and 1993. The filing also references the pending combination with Northern States Power Company (NSP) under an Amended and Restated Agreement and Plan of Merger dated April 28, 1995, as amended July 26, 1995, and notes that Primergy Corporation pro forma combined financial information was previously filed.
According to Schedule I, parent-company net income was $234.0 milliona in 1995, up from $180.9 million in 1994 and $190.1 million in 1993. Equity in subsidiaries' earnings was $233.9 million in 1995. Dividends from subsidiaries were $159.6 million in 1995, and dividends paid on common stock were $159.7 million.
Total stockholders' equity at year-end 1995 was $1.87 billionb, compared with $1.75 billion at year-end 1994, and parent-only total assets were $1.88 billion. Cash provided by operating activities was $151.6 million, and the parent raised $52.4 million from the sale of common stock. These figures are for the holding company alone and reflect its investment in subsidiaries.
The amendment is limited in scope. Its main investor relevance lies in the parent-only figures, which show a growing equity base and earnings flowing up from subsidiaries, along with the status of the NSP combination. Readers seeking consolidated operating results, segment data or the full financial statements should refer to the original 1995 Form 10-K.
02—Key points
Key Highlights
- Parent-company net income was $234.0 million in 1995, compared with $180.9 million in 1994 and $190.1 million in 1993.
- Equity in subsidiaries' earnings was $233.9 million in 1995, and dividends from subsidiaries totaled $159.6 million.
- Total stockholders' equity was $1.87 billion at December 31, 1995, up from $1.75 billion at December 31, 1994.
- Dividends on common stock were $159.7 million in 1995, and the parent sold $52.4 million of common stock during the year.
- Cash provided by operating activities at the parent level was $151.6 million in 1995.
- The amendment adds Form 11-K information for the Management Employee Savings Plan and the Represented Employee Savings Plan for 1995.
- The filing references the pending combination with Northern States Power Company under an agreement dated April 28, 1995, as amended July 26, 1995.
03—Questions
Frequently Asked Questions
What is this filing, and what does it add to the original 1995 Form 10-K?
This is Amendment No. 1 to the 1995 Annual Report on Form 10-K, filed June 28, 1996. It amends Item 14 and the Exhibit Index to add two exhibits, Exhibits (99)-1 and (99)-2, which are information furnished in lieu of Form 11-K annual reports for the Management Employee Savings Plan and the Represented Employee Savings Plan for the year ended December 31, 1995. It also presents the parent-company-only Schedule I financial statements.
How did parent-company net income and equity change in 1995?
Parent-company net income was $234.0 million in 1995, versus $180.9 million in 1994. Total stockholders' equity rose to $1.87 billion at December 31, 1995, from $1.75 billion a year earlier. Common stock increased to $680.8 million from $628.4 million, and undistributed subsidiaries' earnings increased to $1.08 billion from $1.00 billion.
What is the status of the combination with Northern States Power Company?
The filing incorporates by reference an Amended and Restated Agreement and Plan of Merger dated April 28, 1995, as amended and restated July 26, 1995, among NSP, WEC, Northern Power Wisconsin Corp. and WEC Sub Corp. It also lists related stock option agreements and employment agreements with Primergy Corporation executives. Primergy pro forma combined financial information for 1995, 1994 and 1993 was previously filed.
What limits do the utility's financing arrangements place on dividends to the parent?
Schedule I notes that various financing arrangements and regulatory requirements restrict the utility subsidiary's ability to transfer funds to the parent as cash dividends, loans or advances. Under Wisconsin law, Wisconsin Electric Power Company is prohibited from directly or indirectly loaning funds to WEC. WEC states that it does not believe these restrictions will affect its operations.
04—Continue