WEC 12.31.2013 11K


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
For the fiscal year ended December 31, 2013

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, 2013 and 2012.
Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 2013 and 2012.
Notes to Financial Statements.
Form 5500, Schedule H, Part IV, Line 4i -- Schedule of Assets (Held at End of Year) as of December 31, 2013.

(b)     Exhibits:
23.1 Consent of Independent Registered Public Accounting Firm -- CliftonLarsonAllen 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
 
 
 
 
Date:
June 17, 2014
By:
/s/Lisa R. George
 
 
 
Lisa R. George, Director Total Compensation & Benefits for 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, 2013 and 2012
 






WISCONSIN ENERGY CORPORATION
EMPLOYEE RETIREMENT SAVINGS PLAN
 
 
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, 2013 and 2012
4

 
 
Statements of Changes in Net Assets Available for Benefits for the Years Ended
December 31, 2013 and 2012
5

 
 
Notes to Financial Statements
6-15

 
 
SUPPLEMENTAL SCHEDULE:
16

 
 
Form 5500, Schedule H, Part IV, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2013
17




2









Report of Independent Registered Public Accounting Firm

Employee Benefits Committee
Wisconsin Energy Corporation
Employee Retirement Savings Plan
Milwaukee, Wisconsin

We have audited the accompanying statements of net assets available for benefits of Wisconsin Energy Corporation Employee Retirement Savings Plan (the Plan) as of December 31, 2013 and 2012, and the related statements of changes in net assets available for benefits for the years then ended. 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 in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of Wisconsin Energy Corporation Employee Retirement Savings Plan as of December 31, 2013 and 2012, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedule is presented for purposes of additional analysis and is not a required part of the basic financial statements but is 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. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is presented fairly, in all material respects, in relation to the basic financial statements taken as a whole.

/s/CliftonLarsonAllen LLP


Milwaukee, Wisconsin
June 17, 2014
 



3



WISCONSIN ENERGY CORPORATION EMPLOYEE RETIREMENT SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF December 31, 2013 and 2012
(In Thousands)

 
 
2013
 
2012
ASSETS
 
 
 
 
Participant directed investments, at fair value
 
$
1,362,068

 
$
1,164,750

Notes receivable from participants
 
20,131

 
19,781

Total net assets available for benefits, at fair value
 
1,382,199

 
1,184,531

Adjustment from fair value to contract value
 
(2,468
)
 
(4,573
)
NET ASSETS AVAILABLE FOR BENEFITS
 
$
1,379,731

 
$
1,179,958



 
 
 
The accompanying notes are an integral part of the financial statements.

4



WISCONSIN ENERGY CORPORATION EMPLOYEE RETIREMENT SAVINGS PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012
(In Thousands)

 
 
2013
 
2012
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
 
 
 
 
Contributions:
 
 
 
 
Participants
 
$
40,084

 
$
39,760

Company
 
14,213

 
14,097

Rollover
 
1,671

 
2,045

Total contributions
 
55,968

 
55,902

 
 
 
 
 
Investment income:
 
 
 
 
Interest and dividends
 
48,122

 
33,312

Net appreciation
 
191,708

 
91,068

Total investment income
 
239,830

 
124,380

 
 
 
 
 
Interest income from notes receivable from participants
 
858

 
968

 
 
 
 
 
Other income
 
346

 

 
 
 
 
 
Total additions
 
297,002

 
181,250

 
 
 
 
 
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
 
 
 
 
Benefits paid to participants
 
97,159

 
77,990

Administrative expenses
 
70

 
43

 
 
 
 
 
Total deductions
 
97,229

 
78,033

 
 
 
 
 
NET INCREASE
 
199,773

 
103,217

 
 
 
 
 
NET ASSETS AVAILABLE FOR BENEFITS:
BEGINNING OF YEAR
 
1,179,958

 
1,076,741

END OF YEAR
 
$
1,379,731

 
$
1,179,958



The accompanying notes are an integral part of the financial statements.



5



WISCONSIN ENERGY CORPORATION EMPLOYEE RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012


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; 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").

The Plan maintains an employee stock ownership plan for participants who are not represented by a union or who are represented by a union that elected to participate in the employee stock ownership plan.

The Plan offers a Roth 401(k) option where contributions are made on an after-tax basis. Upon distribution, Roth contribution earnings are tax-free.

The Plan has an auto-enrollment feature for all newly hired management employees and certain represented employees, other than temporary and seasonal employees. These employees will be enrolled automatically in the 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, or are automatically enrolled, in the Plan, but do not designate a desired investment strategy, the Trustee will direct the employee's contributions into a target retirement date-based 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, up to a maximum of $17,500. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans ("rollovers"). Additionally, each participant over age 50 may elect to make catch up contributions subject to certain limitations of the IRC.

The Company matches participant contributions of management employees equal to 100% of the first 1% and 50% of the next 6%. This Company match is also in effect for those represented employees whose unions have adopted this change. Those employees whose union had not adopted this match rate received a Company match equal to 50% of participant contributions of up to 6% of wages as defined in the Plan. Effective January 1, 2014, all participating employees receive Company matching contributions equal to 100% of the first 1% and 50% of the next 6%.

The Company approved a Plan amendment to modify plan provisions effective January 1, 2014. An employee designated by the Company as a temporary or seasonal employee shall not be automatically enrolled and, instead, must make an affirmative election to participate in the Plan.

6



An employee designated as a temporary or seasonal employee shall not be eligible for Company match contributions.

Company match contributions are invested in the same manner as the investment elections set by the participant for his or her pre-tax contributions. Participants may designate a different investment election for Company contributions than those designated for the participant's contributions. If such investment elections have not been set by the participant, the Company match will be invested in a target retirement date-based Fidelity Freedom Fund.

Participant Accounts -- Individual accounts are maintained for each of the Plan's participants to reflect the participant's contributions and related Company 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' non-vested accounts are used to reduce future Company contributions or to pay Plan expenses. At December 31, 2013 and 2012, forfeited non-vested accounts totaled $28,888 and $24,766, respectively. Total forfeitures used to reduce Company contributions were $350 and $30,742 in 2013 and 2012, respectively. No forfeitures were used to pay Plan expenses in 2013 and 2012.

Investment Options -- The participants' deposits and the Company's 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.

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 4.25% to 5.00% at December 31, 2013, and from 4.25% to 8.25% at December 31, 2012.

2. ACCOUNTING POLICIES

Basis of Accounting and Use of Estimates -- The financial statements of the Plan are prepared on the accrual basis of accounting.

7




The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. This requires the Plan's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

Investment Valuation and Income Recognition -- Investments are stated at fair value using methodologies described in Note 9 -- Fair Value Measurements.

Investment contracts held by a defined-contribution plan are required to be reported at fair value. 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 Statements of Net Assets Available for Benefits present 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 generally accepted accounting principles (GAAP).

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 significant changes in the values of investments will occur in the near term.

Investment transactions are recorded on the 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.

Notes Receivable from Participants -- Notes receivable from participants are measured at their unpaid principal balance plus accrued interest. Delinquent participant loans are reclassified as distributions based upon the terms of the Plan document.

3. INVESTMENTS

As of December 31, 2013 and 2012, the Plan held 7,850,174 and 8,265,465 shares, respectively, in the Company Common Stock Funds. The Company Common Stock Funds are unitized and in total held 7,664,529 and 8,058,803 units as of December 31, 2013 and 2012, respectively.


8



The following presents individual investments that represent 5 percent or more of the Plan's net assets as of December 31 (in thousands):

 
 
2013
 
2012
Company Common Stock Fund
 
 
 
 
Wisconsin Energy Corporation ESOP Fund
 
$
327,691

 
$
303,061

Blended Rate Income Fund (BRIF)*
 
130,775

 
135,238

Mutual Funds
 
 
 
 
Fidelity Growth Company
 
186,238

 
143,137

Fidelity Low-Priced Stock
 
96,383

 
74,926

MFS Value R5
 
91,473

 
69,729

Fidelity Diversified International
 
69,393

 
-

Equity Common Collective Fund
 
 
 
 
Fidelity U.S. Equity Index Pool
 
79,705

 
62,887


* This represents contract value and differs from the fair value reported in the supplemental schedule.

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):

 
 
2013
 
2012
Mutual funds
 
$
122,711

 
$
61,453

Wisconsin Energy common stock funds
 
37,558

 
15,537

Equity common collective fund
 
20,070

 
8,856

Fidelity Freedom funds
 
11,369

 
5,222

 
 
$
191,708

 
$
91,068



9



4. INVESTMENT CONTRACTS

The values of the BRIF, which includes synthetic contracts, as confirmed by the Trustee, and corresponding credit ratings, as of December 31, are as follows (in thousands):

 
 
Major Credit Rating 2013
 
2013
 
Major Credit Rating 2012
 
2012
JP Morgan Chase & Co.
 
 
 
 
 
 
 
 
     Other - Fund #5128
 
A+
 
$
29,143

 
A+
 
$
42,040

State Street Bank & Trust Co. - Boston
 
 
 
 
 
 
 
 
     Other - Fund #5128
 
AA-
 
29,994

 
AA-
 
31,970

American General Life Ins. Co.
 
 
 
 
 
 
 
 
     Other - Fund #5128
 
A+
 
23,746

 
A+
 
25,310

AEGON
 
 
 
 
 
 
 
 
     Other - Fund #5128
 
AA-
 
31,128

 
AA-
 
33,178

MITSU
 
 
 
 
 
 
 
 
     Other - Fund #5128
 
A+
 
16,516

 
 
 

Short-term investment fund
 
 
 
2,694

 
 
 
7,159

Wrap contract at fair value
 
 
 
22

 
 
 
154

Fair value of contracts
 
 
 
133,243

 
 
 
139,811

Adjustment to contract value
 
 
 
(2,468
)
 
 
 
(4,573
)
All contracts
 
 
 
$
130,775

 
 
 
$
135,238


The average yields earned by the guaranteed investment contract are as follows:

 
2013
 
2012
Based on actual earnings
1.63
%
 
1.75
%
Based on interest rate credited to participants
1.42
%
 
1.63
%

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

10



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 net asset value (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:

The Plan's failure to qualify under Section 401(a) or Section 401(k) of the IRC.
The establishment of a defined contribution plan that competes with the Plan for employee contributions.
Any substantive modification of the Plan or the administration of the Plan that is not consented to by the wrap issuer.
Complete or partial termination of the Plan.
Any change in law, regulation or administrative ruling applicable to the Plan that could have a material adverse effect on the fund's cash flow.
Merger or consolidation of the Plan with another plan, the transfer of Plan assets to another plan, or the sale, spin-off or merger of a subsidiary or division of the Plan sponsor.
Any communication given to participants by the Plan sponsor or any other Plan fiduciary that is designed to induce or influence participants not to invest in the fund or to transfer assets out of the fund.
Exclusion of a group of previously eligible employees from eligibility in the Plan.

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Any early retirement program, group termination, group layoff, facility closing, or similar program.
Any transfer of assets from the fund directly to a competing option.

At this time, management believes 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 (IRS) has determined and informed the Company by a letter dated September 14, 2013 that the Plan was designed in accordance with the applicable regulations of the IRC. 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 IRC and the Plan continues to be tax-exempt.

Accounting principles generally accepted in the United States of America require Plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the organization has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan administrator believes it is no longer subject to income tax examinations for the years prior to 2010.

7. RELATED PARTY TRANSACTIONS

The Plan invests in Company common stock. In addition, certain Plan investments represent shares of mutual funds and a collective trust fund 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 (in thousands):
 
 
2013
 
2012
Net assets available for benefits per the financial statements
 
$
1,379,731

 
$
1,179,958

Adjustment from contract value to fair value
 
2,468

 
4,573

Net assets available for benefits per the Form 5500
 
$
1,382,199

 
$
1,184,531



12



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 (in thousands):

 
 
2013
 
2012
Net increase in net assets available for benefits
 
 
 
 
per the financial statements
 
$
199,773

 
$
103,217

Less:  Adjustment from contract value to fair value, beginning of year
 
4,573

 
4,624

Add:  Adjustment from contract value to fair value, end of year
 
2,468

 
4,573

Net increase in net assets available for benefits per the Form 5500
 
$
197,668

 
$
103,166


The BRIF is recorded at contract value in the financial statements but at fair value in the Form 5500.

9. FAIR VALUE MEASUREMENTS

GAAP establishes a hierarchal disclosure framework which prioritizes and ranks the level of observable inputs used in measuring fair value.

Additionally, GAAP defines fair value as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Plan primarily applies the market approach for recurring fair value measurements and attempts to utilize the best available information. Accordingly, the Plan also utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. The Plan is able to classify fair value balances based on the observability of those inputs. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

Assets and liabilities measured and reported at fair value are classified and disclosed in one of the following categories:

Level 1 -- Pricing inputs are unadjusted quoted prices available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2 -- Pricing inputs are quoted prices for similar or identical assets or liabilities in active or inactive markets, either directly or indirectly observable, that reflect assumptions market participants would use to price the asset based on market data obtained from sources independent of the Plan. This may include matrix pricing, yield curves and indices. Other inputs are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (i.e. contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3 -- Pricing inputs include significant inputs that are generally less observable from objective sources. The inputs in the determination of fair value require significant Plan judgment or estimation.

The asset's or liability's fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs.
Following is a description of the valuation methodologies used for assets measured at fair value.

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Stable Value Fund (BRIF): The fund invests in investment contracts (wrap contracts) issued by insurance companies and other financial institutions, fixed income securities, and money market funds to provide daily liquidity. The fund's underlying fixed income investments consist primarily of units of the Fidelity Short Intermediate Commingled Pool which is managed against the Barclays 1-5 year Government/Credit Bond Index. This portfolio is not a mutual fund. It is a commingled pool managed by Fidelity Management Trust Company. The assets are valued using policies and procedures similar to a Common Collective Trust (CCT) Fund, described below. Units of participation in the money market fund are valued at $1 cost, which is the value at which the fund is actively traded and approximates fair value based on the fair value of the fund's underlying investments. The wrap contracts are purchased in conjunction with the investment by the fund in fixed income securities. Wrap contracts are designed to permit the use of book value accounting to maintain a constant $1 unit price and to provide for the payment of participant directed withdrawals and exchanges at book value (principal and interest accrued to date) during the term of the investment contracts. There is no immediate recognition of investment gains and losses on the stable value fund. Instead, gains and losses are recognized over time by adjusting the interest rate credited to the fund under the wrap contracts. The crediting rates of the wrap contracts are impacted by duration, performance of underlying investments, and Plan participant cash flows. Wrap contract fair value is based on quoted market prices at the time of valuation rather than the actual cost of the contract.

Company Common Stock Funds: Unitized employer stock funds which allow participants the benefits of being invested in Company common stock while allowing for daily trading, similar to a mutual fund. The fund is comprised of the underlying Company stock and a short-term cash component. The short-term cash component provides liquidity for daily trading. The value of a unit reflects the combined fair value of the underlying stock and fair value of the short-term cash position. The fair value of the common stock portion of the fund is based on the closing price as of the last day of the year of the stock on its primary exchange times the number of shares held in the fund. After determining the fair value of the stock portion of the fund, the fair value of the cash position, accrued dividends, expenses and/or other liabilities are calculated and the total (i.e. shareholder equity) is divided by the number of outstanding units. This is the daily net asset value (NAV).

Mutual Funds: Valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-end mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily NAV and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.

Common Collective Trust Funds: A trust for the collective investment and reinvestment of assets contributed from employee benefit plans maintained by more than one plan. CCT funds use policies and procedures similar to mutual funds (see mutual funds above) in valuing their portfolio securities. The objective of the common collective trust fund is to provide investment results that correspond to the total return performance of common stocks publicly traded in the United States. There are no unfunded commitments and no significant withdrawal restrictions.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while Plan management believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement from other market participants at the reporting date.


14



The following table sets forth by level, within the fair value hierarchy, the Plan's assets at fair value as of December 31 (in thousands):
2013
 
Level 1
 
Level 2
 
Level 3
 
Total
Stable Value Fund
 
$

 
$
133,243

 
$

 
$
133,243

Company Common Stock Fund
 

 
327,691

 

 
327,691

Mutual Funds:
 
 
 
 
 
 
 

Domestic Equity Funds
 
477,404

 

 

 
477,404

Balanced Funds
 
173,369

 

 

 
173,369

International Equity Funds
 
89,633

 

 

 
89,633

Fixed Income Funds
 
64,436

 

 

 
64,436

Other - Money Market Fund
 
16,587

 

 

 
16,587

Common Collective Trust Fund
 

 
79,705

 

 
79,705

Total participant directed investments at fair value
 
$
821,429

 
$
540,639

 
$

 
$
1,362,068

 
 
2012
 
Level 1
 
Level 2
 
Level 3
 
Total
Stable Value Fund
 
$

 
$
139,811

 
$

 
$
139,811

Company Common Stock Funds
 

 
307,529

 

 
307,529

Mutual Funds:
 
 
 
 
 
 
 
 
Domestic Equity Funds
 
357,130

 

 

 
357,130

Balanced Funds
 
132,903

 

 

 
132,903

International Equity Funds
 
70,515

 

 

 
70,515

Fixed Income Funds
 
74,782

 

 

 
74,782

Other - Money Market Fund
 
19,193

 

 

 
19,193

Common Collective Trust Fund
 

 
62,887

 

 
62,887

Total participant directed investments at fair value
 
$
654,523

 
$
510,227

 
$

 
$
1,164,750


10. SUBSEQUENT EVENTS

Management evaluated subsequent events through the date the financial statements were issued. Events or transactions occurring after December 31, 2013, but prior to when the financial statements were issued, that provided additional evidence about conditions that existed at December 31, 2013 have been recognized in the financial statements for the year ended December 31, 2013. Events or transactions that provided evidence about conditions that did not exist at December 31, 2013 but arose before the financial statements were issued, have not been recognized in the financial statements for the year ended December 31, 2013.

* * * * * *

This information is an integral part of the accompanying financial statements.



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SUPPLEMENTAL SCHEDULE














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WISCONSIN ENERGY CORPORATION                        Plan: 031
EMPLOYEE RETIREMENT SAVINGS PLAN                    EIN: 39-0476280

FORM 5500, SCHEDULE H, PART IV, LINE 4i-SCHEDULE OF ASSETS
(HELD AT END OF YEAR)
December 31, 2013

 
 
Fair Value
Identity of Issue and Description of Investment
 
(In Thousands)
Blended Rate Income Fund*
 
$
133,243

 
 
 
Company Common Stock Fund
 
 
Wisconsin Energy Corporation ESOP Fund*
 
327,691

 
 
 
Mutual Funds
 
 
    Fidelity Growth Company*
 
186,238

    Fidelity Low-Priced Stock*
 
96,383

    MFS Value R5
 
91,473

    Fidelity Diversified International*
 
69,393

    Fidelity Balanced*
 
67,511

    Vanguard Mid-Cap Index Fund Institutional Shares
 
54,574

    Vanguard Intermediate-Term Bond Institutional Shares
 
49,031

    Fidelity Small Cap Discovery*
 
40,783

    Fidelity Freedom 2020*
 
25,637

    Fidelity Freedom 2025*
 
19,207

    Fidelity Ret Government Money Market*
 
16,587

    Fidelity Freedom 2015*    
 
14,133

    Spartan International Index
 
12,058

    Fidelity Freedom 2030*
 
11,774

    Fidelity Freedom 2035*
 
9,688

    MFS International New Discovery Fund Class R5
 
8,183

    Vanguard Short-Term Bond Index Inv CL
 
8,109

    Vanguard Small Cap Index Inv CL
 
7,952

    Vanguard Inflation Protected Securities
 
7,296

    Fidelity Freedom 2040*
 
6,956

    Fidelity Freedom 2045*
 
4,867

    Fidelity Freedom 2050*
 
4,808

    Fidelity Freedom Income*
 
3,880

    Fidelity Freedom 2010*
 
3,631

    Fidelity Freedom 2005*
 
737

        Fidelity Freedom 2055*
 
540

 
 
 
Equity Common Collective Fund
 
 
Fidelity U.S. Equity Index Pool*
 
79,705

 
 
 
Other
 
 
Participant loans 4.25% to 5.00% with various maturities*
 
20,131

Total
 
$
1,382,199

* Represents a party-in-interest
 
 

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