UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to ___________
Commission File Number 001-09057
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
Wisconsin Energy Corporation Employee Retirement Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
Wisconsin Energy Corporation
231 West Michigan Street
P.O. Box 1331
Milwaukee, WI 53201
Financial Statements and Exhibits:
(a) Financial Statements:
Wisconsin Energy Corporation Employee Retirement Savings Plan |
Report of Independent Registered Public Accounting Firm. |
Statements of Net Assets Available for Benefits as of December 31, 2007 and 2006. |
Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2007 and 2006. |
Notes to Financial Statements. |
Form 5500, Schedule H, Part IV, Line 4i -- Schedule of Assets (Held at End of Year) as of December 31, 2007. |
(b) Exhibits:
23.1 Consent of Independent Registered Public Accounting Firm -- Clifton Gunderson LLP |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Committee which administers the plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
Wisconsin Energy Corporation Employee Retirement Savings Plan |
||
Name of Plan |
||
By: |
/s/ Arthur A. Zintek |
|
Date: June 13, 2008 |
Arthur A. Zintek, Vice President of Wisconsin Energy Corporation and Chairman of the Employee Benefits Committee |
WISCONSIN ENERGY CORPORATION
EMPLOYEE RETIREMENT SAVINGS PLAN
Milwaukee, Wisconsin
FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULE
December 31, 2007 and 2006
WISCONSIN ENERGY CORPORATION |
|||
TABLE OF CONTENTS |
|||
Page |
|||
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
3 |
||
FINANCIAL STATEMENTS : |
|||
Statements of Net Assets Available for Benefits as of December 31, 2007 and 2006 |
4 |
||
Statements of Changes in Net Assets Available for Benefits for the Years Ended |
|
||
Notes to Financial Statements |
6-13 |
||
SUPPLEMENTAL SCHEDULE : |
14 |
||
Form 5500, Schedule H, Part IV, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2007 |
|
Report of Independent Registered Public Accounting Firm
Employee Benefits Committee
/s/Clifton Gunderson LLP
Milwaukee, Wisconsin
June 13, 2008
WISCONSIN ENERGY CORPORATION EMPLOYEE RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2007 AND 2006
(In Thousands)
2007 |
2006 |
|||
ASSETS |
||||
|
||||
Participant directed investments, at fair value |
$1,046,825 |
$1,018,938 |
||
Contributions Receivable |
1,448 |
- |
||
Adjustment from fair value to contract value |
(838) |
1,296 |
||
NET ASSETS AVAILABLE FOR BENEFITS |
$1,047,435 |
$1,020,234 |
||
These financial statements should be read only in connection with the accompanying
notes to financial statements
WISCONSIN ENERGY CORPORATION EMPLOYEE RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006
2007 |
2006 |
|||
ADDITIONS |
||||
Contributions: |
||||
Participants |
$ 42,178 |
$ 40,098 |
||
Company |
12,566 |
10,661 |
||
Rollover |
1,679 |
1,609 |
||
Total contributions |
56,423 |
52,368 |
||
Investment income |
||||
Interest and dividends |
46,064 |
40,772 |
||
Net appreciation |
30,447 |
94,324 |
||
Total investment income |
76,511 |
135,096 |
||
Total additions |
132,934 |
187,464 |
||
DEDUCTIONS |
||||
Benefits paid to participants |
105,655 |
80,973 |
||
Administrative expenses |
78 |
69 |
||
Total deductions |
105,733 |
81,042 |
||
NET INCREASE |
27,201 |
106,422 |
||
NET ASSETS AVAILABLE FOR BENEFITS, |
|
|
||
NET ASSETS AVAILABLE FOR BENEFITS, |
|
|
||
These financial statements should be read only in connection with the accompanying notes to financial statements.
WISCONSIN ENERGY CORPORATION EMPLOYEE RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006
1. DESCRIPTION OF PLAN
The following description of the Wisconsin Energy Corporation (the "Company") Employee Retirement Savings Plan (the "Plan") is provided for general information purposes only. More complete information regarding the Plan's provisions may be found in the Plan document.
General -- The Plan is a defined contribution plan covering all non-represented employees who are employed by a participating company and represented employees who are represented by a union which elected to participate in the Plan, as defined in the Plan document; and who are projected to complete at least 1,000 hours of service within one year from their hire date. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA").
The plan assets are held in a trust as maintained by Fidelity Management Trust Company (the "Trustee").
Effective April 1, 2004, the Plan was amended and an employee stock ownership plan was created for participants who are not represented by a union or who are represented by a union which elected to participate in the employee stock ownership plan. The remaining portion of the Plan remains a profit sharing plan.Effective June 1, 2006, the Plan was amended to offer a Roth 401(k) option where contributions are made on an after-tax basis and are included in current taxable income. Upon distribution, Roth contribution earnings are tax-free. In addition, employee contribution limits increased to 75% of eligible compensation subject to the annual IRS maximum.
An auto-enrollment feature was put into effect on January 1, 2007 for all management employees hired or rehired on or after this date and those represented employees whose unions have adopted it. These employees will be enrolled automatically in the 401(k) Plan at a rate of 3% of their 401(k) eligible wages unless they make an alternate election. In addition, these 401(k) account contributions will increase automatically by 1% in each subsequent year up to 6%. If employees enroll in the 401(k) Plan, but do not designate a desired investment strategy, the Trustee will direct the employee's contributions into the age-appropriate Fidelity Freedom Fund.
Contributions -- Contributions are subject to certain limitations of the Internal Revenue Code ("IRC"). Participants are allowed to make pre-tax and post-tax contributions of up to 75% of their base wages, as defined. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans ("rollovers"). The Company matches 50% of participant contributions of up to 6% of wages as defined in the Plan. Effective January 1, 2008, the match for management employees will increase to 100% of the first 1% and 50% of the next 6% of participant contribution. This increase in Company match will also be in effect for those represented employees whose unions have adopted this change, effective as of the date specified in the contract. Company matching contributions are made to the employee stock
ownership plan or the Company Common Stock Fund, as the case may be. Additionally, each
participant over age 50 can elect to make catch up contributions subject to certain limitations of the IRC.
Participant Accounts -- Individual accounts are maintained for each of the Plan's participants to reflect the participant's contributions and related employer contributions, as well as the participant's share of the Plan's income and any related administrative expenses. Allocations are based on the proportion that each participant's account balance has to the total of all participants' account balances.
Vesting -- Participants are immediately vested in their contributions plus actual earnings thereon. Upon completion of one year of service or upon attainment of 59-1/2 years of age while in the service of the Company, participants become 100% vested in the Company's matching contributions. Forfeited balances of terminated participants' nonvested accounts are used to reduce future employer contributions. At December 31, 2007 and 2006, forfeited non-vested accounts totaled $21,695 and $9,142, respectively. Total forfeitures used to reduce future employer contributions were $12,148 and $1,550 in 2007 and 2006, respectively.
Investment Options -- The participants' deposits and the Company's annual contributions are paid to the Trustee who invests the deposits, as directed (in whole percentages) by the participant, within prescribed limitations, into various investment funds offered by the Trustee, which includes Company common stock. Company contributions are initially made to the employee stock ownership plan or the Company Common Stock Fund, as the case may be, but can then be transferred to other funds by the participant.
Benefit Payments -- A participant may take a distribution due under the Plan as a single lump-sum cash payment or installment payments over a period not extending beyond the life expectancy of the participant. The full value of a participant's account is automatically distributed through a lump-sum cash payment to the employee or designated beneficiary upon retirement, termination of employment or death, for account balances less than $1,000. Balances between $1,000 and $5,000 are rolled over into an IRA in the employee's name if they have not provided direction for distribution. 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, these withdrawals are limited to once per Plan year per participant.
Participant Loans
-- Participants may borrow from their fund accounts a minimum of $1,000 up to the lesser of 50% of their account balance or $50,000, minus any outstanding loan balances over the past 12 months. Loans are repayable monthly over periods not to exceed five years. The interest rate charged on participant loans is fixed at the beginning of each loan at the then current prime rate plus 1%. The interest paid by a participant on their loan balance is credited directly to their individual account. Interest rates on participant loans ranged from 5.0% to 9.25% at December 31, 2007 and December 31, 2006, respectively.2. ACCOUNTING POLICIES
Basis of Accounting and Use of Estimates
estimates.
Investment contracts held by a defined-contribution plan are required to be reported at fair value as stated in Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans ("FSP"). Contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan and, thus, is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts. The Statement of Net Assets Available for Benefits presents the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value as required by the FSP.
New Accounting Standard -- In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard (SFAS) No. 157, "Fair Value Measurements." SFAS 157 provides enhanced guidance for using fair value to measure assets and liabilities. The standard applies whenever other standards require (or permit) assets or liabilities to be measured at fair value. The standard does not expand the use of fair value in any new circumstances. Under the standard, fair value refers to the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants in the market in which the reporting entity is engaged. SFAS 157 is effective for the Plan on January 1, 2008. Plan management is currently evaluating the financial statement impact, if any, of adopting SFAS 157.Investment Valuation and Income Recognition -- Investments are stated at fair value. Participant loans are stated at the outstanding principal balance, which approximates fair value. Shares of mutual funds and Company common stock are valued at quoted market prices. Units of collective trust are valued at the fair value as determined by the Trustee through reference to published market data. Individual assets of the synthetic investment contracts held in the Blended Rate Income Fund ("BRIF") are valued at representative quoted market prices.
The Plan provides for investments in mutual funds, collective trusts, synthetic investment contracts and Company stock. Investment securities are exposed to various risks, including, but not limited to, interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investments will occur in the near term.
Investment transactions are recorded on trade date. Interest is recorded as earned. Dividends are recorded on the ex-dividend date.
Administrative Expenses -- Substantially all administrative expenses of the Plan 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.
Payment of Benefits -- Benefit payments to participants are recorded upon distribution.
3. INVESTMENTS
As of December 31, 2007 and 2006, the Plan held 4,206,005 and 4,568,146 shares, respectively, of Company common stock in the Company Common Stock Fund and the employee stock ownership plan. The Company Common Stock Fund and the employee stock ownership plan are unitized and in total held 8,195,970 and 8,888,015 units as of December 31, 2007 and 2006, respectively.
The following presents individual investments that represent 5 percent or more of the Plan's net assets as of December 31, (in thousands):
2007 |
2006 |
||
Blended Rate Income Fund (BRIF) |
$113,758 |
$121,518 |
|
Company Common Stock ESOP |
203,803 |
215,370 |
|
Mutual Funds |
|||
Fidelity Equity Income |
97,822 |
104,560 |
|
Fidelity Growth Company |
139,251 |
121,999 |
|
Fidelity Balanced |
69,260 |
64,564 |
|
Fidelity Low Priced Stock |
79,301 |
87,251 |
|
Fidelity Diversified International |
97,776 |
84,394 |
|
Equity Common Collective Fund |
|||
Fidelity U.S. Equity Index Pool |
66,377 |
68,725 |
The Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value as follows (in thousands):
Net appreciation/(depreciation) in fair value of investments
2007 |
2006 |
||
Company common stock funds |
$5,343 |
$39,098 |
|
Common stock mutual funds |
21,212 |
45,171 |
|
Equity common collective fund |
3,798 |
9,659 |
|
Corporate debt securities mutual funds |
97 |
(118) |
|
Lifestyle funds |
(3) |
514 |
|
$30,447 |
$94,324 |
||
4. INVESTMENT CONTRACTS
The values, as confirmed by the Trustee of the BRIF,which included synthetic contracts, as of December 31 are as follows (in thousands):
|
Major Credit Rating |
|||
JP Morgan Chase & Co. |
|
|
||
State Street Bank & Trust Co. - Boston |
|
|
||
Rabobank Nederland |
|
|
||
AIG |
|
|
||
Short Term Investment Fund |
2,570 |
|||
Wrapper contract at fair value |
- |
|||
Fair Value of contracts in Portfolio |
$114,596 |
|||
Adjustment to contract value |
(838) |
|||
All contracts in Portfolio |
$113,758 |
|||
|
Major Credit Rating |
|||
AIG |
||||
Govt |
$9,840 |
|||
Non-Govt |
19,755 |
|||
Total wrapped portfolio |
AA |
$29,595 |
||
Morgan Guaranty |
||||
Govt |
$9,840 |
|||
Non-Govt |
19,755 |
|||
Total wrapped portfolio |
AA- |
$29,595 |
||
Chase |
||||
Govt |
$9,840 |
|||
Non-Govt |
19,755 |
|||
Total wrapped portfolio |
AA- |
$29,595 |
||
UBS |
||||
Govt |
$9,840 |
|||
Non-Govt |
19,755 |
|||
Total wrapped portfolio |
AA+ |
$29,595 |
||
Short Term Investment Fund |
1,855 |
|||
Wrapper contract at fair value |
(13) |
|||
Fair value of contracts in Portfolio |
$120,222 |
|||
Adjustment to contract value |
1,296 |
|||
All contracts in Portfolio |
$121,518 |
|||
The methodology to calculate performance based on the last day of the Plan year-end includes income earned by the fund's assets on the last day of the Plan year-end divided by the fair value of all the Plan assets (market value spot yield) and the fund's interest distributed to Plan participants on the last day of the Plan year-end divided by fair value of all the Plan assets (book value spot yield). The average yields are as follows:
2007 |
2006 |
|||
Based on actual earnings |
4.89% |
5.07% |
||
Based on interest rate credited to participants |
4.64% |
4.39% |
A wrap contract is an agreement by another party, such as a bank or insurer, to make payments to the fund in certain circumstances. Wrap contracts are designed to allow a stable value fund, such as the BRIF, to protect the fund in extreme circumstances. In a typical wrap contract, the wrap issuer agrees to pay the fund the difference between the contract value and the market value of the covered assets once the market value has been totally exhausted.
The Trustee generally purchases wrap contracts from issuers rated in the top three long-term categories (A- or the equivalent and above) by any one of the nationally recognized statistical rating organizations. The Trustee expects a substantial percentage (up to 99%) of the fund's assets to be covered by wrap contracts, although they may change this target from time to time. Assets not covered by wrap contracts will generally be invested in money market instruments and cash equivalents to provide necessary liquidity for participant withdrawals and exchanges.
Wrap contracts accrue interest using the crediting rate formula. This formula is used to convert market value changes in the covered assets into income distributions in order to minimize the difference between the market and contract value of the covered assets over time. Using the crediting rate formula, an estimated future market value is calculated by compounding the fund's current market value at the fund's current yield to maturity for a period equal to the fund's duration. The crediting rate is the discount rate that equates that estimated future market value with the fund's current contract value. Crediting rates are reset quarterly. The wrap contracts provide a guarantee that the crediting rate will not fall below 0%.
The crediting rate, and hence the fund's return, may be affected by many factors, including purchases and redemptions by shareholders. The precise impact on the fund depends on whether the market value of the covered assets is higher or lower than the contract value of those assets. If the market value of the covered assets is higher than their contract value, the crediting rate will ordinarily be higher than the yield of the covered assets. Under these circumstances, cash from new investors will tend to lower the crediting rate and the fund's return, and redemptions by existing shareholders will tend to increase the crediting rate and the fund's return.
If the market value of the covered assets is lower than their contract value, the crediting rate will ordinarily be lower than the yield of the covered assets. When market value is lower than contract value, the fund will have, for example, less than $10.00 in cash and bonds for every $10.00 in NAV. Under these circumstances, cash from new investors will tend to increase the market value attributed to the covered assets and to increase the crediting rate and the fund's return. Redemptions by existing shareholders will have the opposite effect, and will tend to reduce the market value attributed to remaining covered assets and to reduce the crediting rate and the fund's return. Generally, the market value of covered assets will tend to be higher than contract value after interest rates have fallen due to higher bond prices. Conversely, the market value of covered assets will tend to be lower than their contract value after interest rates have risen due to lower bond prices.
If the fund experiences significant redemptions when the market value is below the contract value, the fund's yield may be reduced significantly, to a level that is not competitive with other investment options. This may result in additional redemptions, which would tend to lower the crediting rate further. If redemptions continued, the fund's yield could be reduced to zero. If redemptions continued thereafter, the fund might have insufficient assets to meet redemption requests, at which point the fund would require payments from the wrap issuer to pay further shareholder redemptions.
The fund and the wrap contracts purchased by the fund are designed to pay all participant-initiated transactions at contract value. Participant-initiated transactions are those transactions allowed by the underlying defined contribution plan (typically this would include withdrawals for benefits, loans, or transfers to non-competing funds within the plan). However, the wrap contracts limit the ability of the fund to transact at contract value upon the occurrence of certain events. These events include:
At this time, the occurrence of any of these events is not probable.
5. 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 and of the Company's labor agreements. In the event of Plan termination, participants will become 100% vested in their accounts.
6. FEDERAL TAX STATUS
The Internal Revenue Service has determined and informed the Company by a letter dated November 12, 2003 that the Plan was designed in accordance with the applicable regulations of the Internal Revenue Code. The Plan has been amended since receiving the determination letter; however, the Company and the Plan administrator believe that the Plan is currently designed and operated in compliance with the applicable requirements of the Internal Revenue Code and the Plan continues to be tax-exempt. Therefore, no provision for income taxes has been included in the Plan's financial statements.
7. RELATED PARTY TRANSACTIONS
The Plan invests in Company common stock. In addition, certain Plan investments represent shares of mutual funds and collective trust funds managed by the Trustee. These transactions are considered party-in-interest transactions. These transactions are not, however, considered prohibited transactions under ERISA regulations. Fees paid by the Plan for investment management services were included as a reduction of the return earned on each fund.
8. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the financial statements at December 31 to Form 5500:
2007 |
2006 |
|||
Net assets available for benefits per the financial statements |
$1,047,435 |
$1,020,234 |
||
Adjustment from contract value to fair value |
838 |
(1,296) |
||
Net assets available for benefits per the Form 5500 |
$1,048,273 |
$1,018,938 |
||
The following is a reconciliation of the net increase in net assets available for benefits per the financial statements for the year ended December 31 to the Form 5500:
2007 |
2006 |
|||
Net increase in net assets available for benefits per |
|
|
||
Less: Adjustment from contract value to fair value, beginning of year |
|
|
||
Add: Adjustment from contract value to fair value, end of year |
|
|
||
Net increase in net assets available for benefits per |
|
|
||
The BRIF is recorded at contract value in the financial statements but at fair value in the Form 5500.
* * * * * *
This information is an integral part of the accompanying financial statements.
SUPPLEMENTAL SCHEDULE
WISCONSIN ENERGY CORPORATION
EMPLOYEE RETIREMENT SAVINGS PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4i-SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
DECEMBER 31, 2007
|
Fair Value |
|
Blended Rate Income Fund (BRIF)* |
$114,596 |
|
Wisconsin Energy Corporation ESOP* |
203,803 |
|
Mutual Funds |
||
Vanguard MidCap Index I |
46,572 |
|
Fidelity Equity Income* |
97,822 |
|
Fidelity Growth Company* |
139,251 |
|
Fidelity Balanced* |
69,260 |
|
Fidelity Low Priced Stock* |
79,301 |
|
Fidelity Diversified International* |
97,776 |
|
Fidelity Small Cap Stock* |
16,649 |
|
Fidelity Freedom Income* |
1,120 |
|
Spartan Total Market Index |
6,505 |
|
Spartan International Index |
13,828 |
|
Fidelity Ret Government Money Market* |
15,860 |
|
Fidelity U.S. Bond Index* |
33,146 |
|
Fidelity Freedom 2005* |
667 |
|
Fidelity Freedom 2010* |
7,559 |
|
Fidelity Freedom 2015* |
5,080 |
|
Fidelity Freedom 2020* |
4,656 |
|
Fidelity Freedom 2025* |
2,808 |
|
Fidelity Freedom 2030* |
1,809 |
|
Fidelity Freedom 2035* |
1,245 |
|
Fidelity Freedom 2040* |
1,263 |
|
Fidelity Freedom 2045* |
143 |
|
Fidelity Freedom 2050* |
297 |
|
Equity Common Collective Fund |
||
Fidelity U.S. Equity Index Pool* |
66,377 |
|
Other |
||
Participant loans -- 5.0% to 9.25%, with various maturities* |
16,006 |
|
Total |
$1,046,825 |
|
* Represents a party-in-interest |