-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, GGYPfI1slejLRecAokpa+rfFV237yIFGHO5U8WhI8X1kjjuEjHtv6iq0iPsBck0h Ihz0E9UYsZHp6FdoE9hm4Q== 0000897069-94-000070.txt : 19940603 0000897069-94-000070.hdr.sgml : 19940603 ACCESSION NUMBER: 0000897069-94-000070 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940527 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WPL HOLDINGS INC CENTRAL INDEX KEY: 0000352541 STANDARD INDUSTRIAL CLASSIFICATION: 4931 IRS NUMBER: 391380265 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09894 FILM NUMBER: 94531207 BUSINESS ADDRESS: STREET 1: 222 W WASHINGTON AVE CITY: MADISON STATE: WI ZIP: 53703 BUSINESS PHONE: 6082523311 MAIL ADDRESS: STREET 1: PO BOX 192 CITY: MADISON STATE: WI ZIP: 53701 10-K/A 1 WPL HOLDINGS FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 TO X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1993 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required) For the transition period from __________ to __________ Commission file number 1-9894 WPL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Wisconsin 39-1380265 (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) Number) 222 West Washington Avenue, Madison, Wisconsin 53703 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (608) 252-3311 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class which registered Common Stock (Par Value $.01 Per Share) New York Stock Exchange Common Stock Purchase Rights New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No The aggregate market value of the voting stock held by nonaffiliates of the registrant: $943,671,837 based upon the closing price as of January 31, 1993 of Common Stock, $.01 par value, on the New York Stock Exchange as reported in the Wall Street Journal. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Class Outstanding at January 31, 1994 Common Stock, $.01 par value 30,441,027 shares Documents incorporated by reference: Portions of the Company's 1994 Proxy Statement relating to its 1994 Annual Meeting of Shareowners (to be filed with the Commission under Regulation 14A within 120 days after the end of the registrant's fiscal year) are incorporated by reference into Part III hereof. The undersigned Registrant hereby amends Item 14 of its Annual Report on Form 10-K for the fiscal year ended December 31, 1993 to provide in its entirety as follows: ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) (1) and (2) Consolidated Financial Statements of the Company Included in Part II of this report: Report of Independent Public Accountants on Schedules Consolidated Statements of Income for the Years Ended December 31, 1993, 1992 and 1991 Consolidated Balance Sheets, December 31, 1993 and 1992 Consolidated Statements of Cash Flows for the Years Ended December 31, 1993, 1992 and 1991 Consolidated Statements of Capitalization, December 31, 1993 and 1992 Consolidated Statements of Common Shareowners' Investment Notes to Consolidated Financial Statements Financial Statement Schedules of the Company For each of the years ended December 31, 1993, 1992 and 1991 Schedule II. Amounts Receivable from Related Parties Schedule III. Parent Company Financial Statements Schedule V. Property Plant and Equipment Schedule VI. Accumulated Provision for Depreciation and Accumulated Amortization of Nuclear Fuel Schedule VIII. Valuation and Qualifying Accounts and Reserves Schedule X. Supplementary Income Statement Information All other schedules are omitted because they are not applicable or not required, or because that required information is shown either in the consolidated financial statements or in the notes thereto. Wisconsin Power and Light Company Employee Stock Ownership Plan Financial Statements and Schedules Report of Independent Public Accountants Statements of Net Assets Available for Benefits as of December 31, 1993 and 1992 Statements of Changes in Net Assets Available For Benefits for the Years Ended December 31, 1993 and 1992 Notes to Financial Statements Schedule I - Schedule of Reportable Transactions Wisconsin Power and Light Company Employees' Retirement Savings Plan A and Plan B Financial Statements and Schedules Plan A Report of Independent Public Accountants Statements of Net Assets Available for Benefits as of December 31, 1993 and 1992 Statements of Changes in Net Assets Available For Benefits for the Years Ended December 31, 1993 and 1992 Notes to Financial Statements Schedule I - Investments - Pooled Fixed Income Funds as of December 31, 1993 and 1992 Schedule II - Allocation of Plan Assets and Liabilities to Investment Funds as of December 31, 1993 and 1992 Schedule III - Allocation of Changes in Net Assets Available for Benefits to Investment Funds for the Years Ended December 31, 1993 and 1992 Schedule IV - Schedule of Reportable Transactions Plan B Report of Independent Public Accountants Statements of Net Assets Available for Benefits as of December 31, 1993 and 1992 Statements of Changes in Net Assets Available For Benefits for the Years Ended December 31, 1993 and 1992 Notes to Financial Statements Schedule I - Investments - Pooled Fixed Income Funds as of December 31, 1993 and 1992 Schedule II - Allocation of Plan Assets and Liabilities to Investment Funds as of December 31, 1993 and 1992 Schedule III - Allocation of Changes in Net Assets Available for Benefits to Investment Funds for the Years Ended December 31, 1993 and 1992 Schedule IV - Schedule of Reportable Transactions (a)(3) Exhibits Required by Securities and Exchange Commission Regulation S-K The following Exhibits are filed herewith or incorporated herein by reference. Documents indicated by an asterisk (*) are incorporated herein by reference. 3A* Restated Articles of Incorporation (Exhibit 4.1 to the company's Form S-3 Registration Statement No. 33-59972) 3B* By-Laws as revised to January 1, 1993 4A* Indenture of Mortgage or Deed of Trust dated August 1, 1941, between WP&L and First Wisconsin Trust Company and George B. Luhman, as Trustees, filed as Exhibit 7(a) in File No. 2-6409, and the indentures supplemental thereto dated, respectively, January 1, 1948, September 1, 1948, June 1, 1950, April 1, 1951, April 1, 1952, September 1, 1953, October 1, 1954, March 1, 1959, May 1, 1962, August 1, 1968, June 1, 1969, October 1, 1970, July 1, 1971, April 1, 1974, December 1, 1975, May 1, 1976, May 15, 1978, August 1, 1980, January 15, 1981, August 1, 1984, January 15, 1986, June 1, 1986, August 1, 1988, December 1, 1990, September 1, 1991, October 1, 1991, March 1, 1992, May 1, 1992, June 1, 1992 and July 1, 1992 (Second Amended Exhibit 7(b) in File No. 2-7361; Amended Exhibit 7(c) in File No. 2-7628; Amended Exhibit 7.02 in File No. 2-8462; Amended Exhibit 7.02 in File No. 2-8882; Second Amendment Exhibit 4.03 in File No. 2-9526; Amended Exhibit 4.03 in File No. 2-10406; Amended Exhibit 2.02 in File No. 2-11130; Amended Exhibit 2.02 in File No. 2-14816; Amended Exhibit 2.02 in File No. 2-20372; Amended Exhibit 2.02 in File No. 2-29738; Amended Exhibit 2.02 in File No. 2-32947; Amended Exhibit 2.02 in File No. 2-38304; Amended Exhibit 2.02 in File No. 2-40802; Amended Exhibit 2.02 in File No. 2-50308; Exhibit 2.01(a) in File No. 2-57775; Amended Exhibit 2.02 in File No. 2-56036; Amended Exhibit 2.02 in File No. 2-61439; Exhibit 4.02 in File No. 2-70534; Amended Exhibit 4.03 File No. 2-70534; Exhibit 4.02 in File No. 33-2579; Amended Exhibit 4.03 in File No. 33-2579; Amended Exhibit 4.02 in File No. 33-4961; Exhibit 4B to WP&L's Form 10-K for the year ended December 31, 1988, Exhibit 4.1 to WP&L's Form 8-K dated December 10, 1990, Amended Exhibit 4.26 in File No. 33-45726, Amended Exhibit 4.27 in File No.33-45726, Exhibit 4.1 to WP&L's Form 8-K dated March 9, 1992, Exhibit 4.1 to WP&L's Form 8-K dated May 12, 1992, Exhibit 4.1 to WP&L's Form 8-K dated June 29, 1992 and Exhibit 4.1 to WP&L's Form 8-K dated July 20, 1992) 10A*# Executive Tenure Compensation Plan as revised November 1992 10B*# Form of Supplemental Retirement Plan, as revised November 1992 10C*# Forms of Deferred Compensation Plans, as amended June, 1990 (Exhibit 10C to the company's Form 10-K for the year ended December 31, 1990) 10C.1*# Officer's Deferred Compensation Plan II, as adopted September 1992 10C.2*# Officer's Deferred Compensation Plan III, as adopted January 1993 10F*# Pre-Retirement Survivor's Income Supplemental Plan, as revised November 1992 10H*# Management Incentive Plan 10I*# Deferred Compensation Plan for Directors, as adopted June 27, 1990 12 Computation of ratio of earnings to fixed charges and preferred dividend requirements after taxes 21 Subsidiaries of the company 23 Consent of Independent Public Accountants 23A Consent of Independent Public Accountants (regarding the Wisconsin Power and Light Company Employee Stock Ownership Plan and the Wisconsin Power and Light Company Employees' Retirement Savings Plan A and Plan B) 99 1994 Proxy Statement for the Annual Meeting of Shareowners to be held May 18, 1994 Pursuant to Item 601(b)(4)(iii) of Regulation S-K, the company hereby agrees to furnish to the Securities and Exchange Commission, upon request, any instrument defining the rights of holders of unregistered long-term debt not filed as an exhibit to this Form 10-K. No such instrument authorizes securities in excess of 10 percent of the total assets of the company. # - A management contract or compensatory plan or arrangement. (b) Reports on Form 8-K. None. WISCONSIN POWER AND LIGHT COMPANY EMPLOYEE STOCK OWNERSHIP PLAN FINANCIAL STATEMENTS AS OF DECEMBER 31, 1993 AND 1992 TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Plan Administrator of the Wisconsin Power and Light Company Employee Stock Ownership Plan: We have audited the accompanying statements of net assets available for benefits of WISCONSIN POWER AND LIGHT COMPANY EMPLOYEE STOCK OWNERSHIP PLAN as of December 31, 1993 and 1992, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements and the schedule referred to in the accompanying index are the responsibility of Wisconsin Power and Light Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit 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. 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 financial position of the Wisconsin Power and Light Company Employee Stock Ownership Plan as of December 31, 1993 and 1992, and the changes in its net assets for the years then ended, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule referred to in the accompanying index is presented for purposes 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 supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN & CO. Milwaukee, Wisconsin, March 25, 1994. WISCONSIN POWER AND LIGHT COMPANY EMPLOYEE STOCK OWNERSHIP PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS As of December 31, 1993 1992 Investment in common stock of WPL Holdings, Inc. (1,291,387 and 1,293,353 shares, respectively; at quoted market value of $32.875 and $33.875 per share, respec- tively; aggregate cost of $23,620,349 and $22,457,188, respectively) $42,454,339 $43,811,771 Cash --- 462 ----------- ---------- ASSETS AVAILABLE FOR BENEFITS $42,454,339 $43,812,233 =========== =========== The accompanying notes to financial statements are an integral part of these statements. WISCONSIN POWER AND LIGHT COMPANY EMPLOYEE STOCK OWNERSHIP PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS For The Years Ended December 31, 1993 1992 ADDITIONS TO NET ASSETS ATTRIBUTED TO: Dividend income $ 2,433,928 $ 2,367,641 Unrealized appreciation (depreciation) from change in market value of investment (1,276,985) 795,904 ----------- ----------- Total Additions 1,156,943 3,163,545 DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Distributions to terminated participants (Note 4) (2,514,837) (1,698,117) NET ASSETS AVAILABLE FOR BENEFITS: Beginning of Year 43,812,233 42,346,805 ----------- ----------- End of Year $42,454,339 $43,812,233 =========== =========== The accompanying notes to financial statements are an integral part of these statements. WISCONSIN POWER AND LIGHT COMPANY EMPLOYEE STOCK OWNERSHIP PLAN NOTES TO FINANCIAL STATEMENTS As of DECEMBER 31, 1993 Note 1. Plan Description - Establishment - The Wisconsin Power and Light Company Employee Stock Ownership Plan (the "Plan") was established under an agreement executed on September 14, 1976, to provide eligible employees with ownership of Wisconsin Power and Light Company (the "Company") common stock (since converted to WPL Holdings, Inc. common stock) through additional investment tax credits allowed the Company under the Federal Tax Reduction Act of 1975. As a result of the Tax Reform Act of 1986, such tax credits are no longer available. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Administrator and Trustee - The Plan is administered by the Pension and Employee Benefits Committee (the "Committee") appointed by the Board of Directors of the Company. Effective December 31, 1991, WPL Holdings, Inc. (the parent of the Company) became the trustee for the Plan. Accordingly, Valley Trust Company as former trustee transferred all shares to WPL Holdings, Inc. Eligibility and Vesting - Beginning in 1987, new employees are no longer eligible to participate in the Plan. Subject to the provisions for return on contributions upon the failure of the continued qualification of the Plan under the Code or a recapture of all or a portion of previously used additional investment tax credits, all contributions for the account of a participant and any earnings therefrom fully vest immediately to such participant. Contributions - Shares of WPL Holdings, Inc. common stock purchased with reinvested dividends may be purchased for participants from shares newly issued by WPL Holdings, Inc. or on the open market. The price of shares purchased on the open market is the weighted average price at which such shares were purchased on the open market. The price of newly issued shares purchased from WPL Holdings, Inc. is the average of the high and low prices of the WPL Holdings, Inc. common stock as reported on the New York Stock Exchange on the date of purchase. As a result of the Tax Reform Act of 1986, no Company or participant contributions are being made to the Plan. Termination - The Company reserves the right to terminate, amend or modify the Plan if future conditions warrant such action. Note 2. Accounting Policies - The Plan's financial statements are prepared on the accrual basis of accounting. Note 3. Investments - Common stock of WPL Holdings, Inc. is recorded at market value based upon the closing price at year end as reported by the New York Stock Exchange. Note 4. Distributions to Participants - When a participant's employment ceases for any reason, all whole shares of WPL Holdings, Inc. common stock allocated to the participant's account are distributed, to the extent allowable under the Internal Revenue Code, to the participant or his designated beneficiary (fractional shares are paid in cash) not later than 60 days following the close of the Plan (calendar) year in which such termination occurs. However, if the market value of a participant's accrued benefits exceed $3,500 and the participant has not yet attained age 65, such benefits may not be immediately distributed without the consent of the participant. Each participant who has attained age 55 and who has completed at least ten years of participation in the Plan may elect within 90 days after the last day of each Plan year, to have distributed, 25% of his/her account, attributable to WPL Holdings, Inc. common stock acquired by the Trust, after December 31, 1986. No other distributions of a participant's account will be made prior to termination of employment; however, upon the participant's written request, the Committee may in its sole discretion permit the distribution of all or any portion of the shares of common stock which have been credited to his/her account for at least a period of 85 months. Distributions are recorded at quoted market value as of the date of distribution for shares in the account at that date. At December 31, 1993 and 1992, $408,249 and $720,835, respectively, included in participants' equity was payable to terminated employees who had withdrawn from the Plan. In February 1989, the Board of Directors of WPL Holdings, Inc. declared a dividend distribution of one common stock purchase right (right) on each outstanding share of WPL Holdings, Inc. common stock. Each right would initially entitle shareowners to buy one-half of one share of WPL Holdings, Inc. common stock at an exercise price of $60.00 per share, subject to adjustment. The rights are not currently exercisable, but would become exercisable if certain events occurred related to a person or group acquiring or attempting to acquire 20 percent or more of the outstanding shares of WPL Holdings, Inc. common stock. The rights expire on February 22, 1999, unless the rights are earlier redeemed or exchanged by WPL Holdings, Inc. Note 5. Tax Status - The Plan has obtained a determination letter from the Internal Revenue Service dated January 16, 1985, approving the Plan as qualified for tax-exempt status. Plan amendments adopted since the last tax determination letter will be included in the Company's next filing. In the opinion of the Company's management, the Plan, as currently amended, remains tax-exempt. The Plan's qualification under the Code allows the dividend income and any other income accumulated in the Plan to be exempt from Federal income tax prior to distribution to the participants. Note 6. Related Party Transactions - As of December 31, 1991, WPL Holdings, Inc. became the trustee for the Plan. All assets of the Plan are invested in WPL Holdings, Inc. common stock. The Company has absorbed all costs and expenses incurred in operating and administering the Plan. These transactions are not considered prohibited transactions by statutory exemptions under ERISA regulations. Schedule I WISCONSIN POWER AND LIGHT COMPANY EMPLOYEE STOCK OWNERSHIP PLAN SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1993
Number of Total Value Number of Net Total Cost Purchase of Sales Selling of Description of Assets Transactions Purchases Transactions Price Assets Sold Net Gain WPL Holdings Stock 4 $2,433,928 8 $2,514,837 $1,271,230 $1,243,607
The accompanying notes to the financial statements are an integral part of this schedule. WISCONSIN POWER AND LIGHT COMPANY EMPLOYEES' RETIREMENT SAVINGS PLAN A FINANCIAL STATEMENTS AS OF DECEMBER 31, 1993 AND 1992 TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Plan Administrator of the Wisconsin Power and Light Company Employees' Retirement Savings Plan A: We have audited the accompanying statements of net assets available for benefits of the WISCONSIN POWER AND LIGHT COMPANY EMPLOYEES' RETIREMENT SAVINGS PLAN A (the "Plan") as of December 31, 1993 and 1992, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements and the schedules referred to in the accompanying index are the responsibility of Wisconsin Power and Light Company's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit 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. 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 financial position of the Plan as of December 31, 1993 and 1992, and the changes in its net assets for the years then ended, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules referred to in the accompanying index are presented for purposes 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 supplemental schedules have been subjected to the auditing procedures applied in the audits 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. ARTHUR ANDERSEN & CO. Milwaukee, Wisconsin, March 25, 1994. WISCONSIN POWER AND LIGHT COMPANY EMPLOYEES' RETIREMENT SAVINGS PLAN A STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS As of December 31, 1993 1992 ASSETS Investments, at market value (Notes 2 & 3): Mellon Capital Management Stock Index Fund--65,972 and 17,998 shares (cost $7,312,060 and $4,886,880), respectively $ 7,599,381 $ 6,677,762 WPL Holdings, Inc. Common Stock--256,803 and 217,576 shares (cost $7,410,873 and $5,940,506), respectively 8,442,384 7,370,389 Fidelity Growth Company Fund--180,727 and 119,234 shares (cost $4,902,863 and $3,100,246), respectively 5,251,931 3,295,633 Fidelity Balanced Fund-- 253,680 and 119,161 shares (cost $3,288,599 and $1,474,912), respectively 3,396,770 1,464,485 Federal National Mortgage Association treasury bonds @ 6.00% due 12/01/1999-- (cost $686,833) 698,006 --- Standard Credit Card corporate bonds @ 8.50% due 06/07/1996--(cost $776,854 and $753,246), respectively 772,325 760,709 Pooled Fixed Income Fund, at cost 5,654,053 8,366,754 Marshall Money Market Fund, at cost 2,687,997 744,402 ----------- ----------- Total Investments 34,502,847 28,680,134 ----------- ----------- Loans to participants 665,787 622,944 ----------- ----------- Cash 63,806 30,820 ----------- ----------- Receivables: Employer's Contribution --- 18,120 Employees' Contribution --- 111,755 Interest 18,142 30,029 ----------- ----------- Total Receivables 18 142 159,904 ----------- ----------- Net Assets Available for Benefits $35,250,582 $29,493,802 ----------- ----------- The accompanying notes to financial statements are an integral part of these statements. WISCONSIN POWER AND LIGHT COMPANY EMPLOYEES' RETIREMENT SAVINGS PLAN A STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Year Ended December 31, 1993 1992 Additions to Net Assets Attributed to: Investment Income - Dividend Income $ 780,263 $ 550,388 Interest Income 792,751 769,925 Net Realized/Unrealized Gain in Market Value of Investments 1,119,953 698,956 ---------- --------- 2,692,967 2,019,269 Contributions: Employer 507,906 482,240 Employees 3,301,672 3,225,842 ---------- --------- 3,809,578 3,708,082 ---------- --------- Total Additions 6,502,545 5,727,351 ---------- --------- Deductions from Net Assets Attributed to: Distributions to Participants 931,405 608,891 Other Expenses 24,510 36,922 ---------- ---------- Total Deductions 955,915 645,813 ---------- ---------- Transfers Between Plans (net) 210,150 180,201 ---------- ---------- Net Assets Available for Benefits: Beginning of Year 29,493,802 24,232,063 ---------- ---------- End of Year $35,250,582 $29,493,802 ========== ========== The accompanying notes to financial statements are an integral part of these statements. WISCONSIN POWER AND LIGHT COMPANY EMPLOYEES' RETIREMENT SAVINGS PLAN A NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 1993 AND 1992 Note 1. Description of the Plan On January 1, 1983, Wisconsin Power and Light Company (the "Company") implemented a voluntary Employees' Long Range Savings and Investment Plan A (the "Plan") for the benefit of eligible salaried employees. Effective January 1, 1991, the Company changed the Plan's name to the Employees' Retirement Savings Plan A. The Plan is a qualified Plan under Section 401(k) of the Internal Revenue Code of 1954 (the "Code"), as amended, and meets the applicable requirements of the Employee Retirement Income Security Act of 1974 ("ERISA"). Information regarding Plan benefits is provided in the Prospectus relating to the Retirement Savings Plan and the summary plan description which has been made available to all eligible Plan participants. Administration of the Plan is the responsibility of the Pension and Employee Benefits Committee (the "Committee") of the Company. Under the Plan, an eligible employee may elect to defer up to 15% of their compensation (not to exceed $8,994 for 1993) and have such amounts contributed by the Company to an account maintained for the employee. Employee contributions are made to a fund (the "Trust Fund") administered by the Trustee, Marshall & Ilsley Trust Company ("M&I"). Funds are invested by the Trustee according to the investment options selected by the participants. All Company matching contributions (See Note 4) are invested in the WPL Holdings, Inc. Common Stock Fund. Active salaried employees of the Company and WPL Holdings, Inc. who work at least half-time or have worked at least 1,000 hours are eligible to participate in the Plan after attainment of age 18. Each participant's account is fully vested and nonforfeitable, except to the extent that provisions of the Internal Revenue Code may prohibit the return of excess contributions in certain limited circumstances. The Plan was amended in September 1992 to incorporate repayment procedures for employees who are unable to repay existing loans. The Company also maintains a savings and investment plan for hourly employees called the Employees' Retirement Savings Plan B; its assets (and related earnings) are administered separately. The Company reserves the right to terminate, amend or modify the Plan if future conditions warrant such action. Note 2. Summary of Accounting Policies Basis of Accounting The financial statements have been prepared on the accrual basis of accounting. Valuation of Investments The guaranteed investment contracts (Pooled Fixed Income Fund) and money market fund are stated at cost, which approximates market. All other Plan investments are carried at market value as of the statement date. Expenses Investment management fees are paid from investment earnings prior to crediting earnings to the individual participants' account balances. Other Plan administrative expenses are absorbed by the Company. Note 3. Investment Options The participants' deposits are invested by the Trustee in one or more investment funds (Money Market Fund, Equity Fund, Fixed Income Fund, Growth Fund, Balanced Fund and WPL Holdings, Inc. Common Stock Fund) as selected by the participant. Effective December 1, 1992, the Strong Total Return Fund was discontinued as an investment option. As of December 31, 1993, the remaining investment funds were administered by three investment managers, M&I Investment Management Corporation, Mellon Capital Management Corporation and Fidelity Management & Research. The Plan provides for the following investment options: Money Market Fund. M&I Investment Management Corporation administers the Money Market Fund. This fund is invested primarily in high quality short-term money market instruments such as bank certificates of deposit, commercial paper, United States Government securities and other similar securities. Such investments may be made directly, or indirectly through investment in common, collective or pooled investment funds. This fund has been invested in various money market funds and is currently invested primarily in the Marshall Money Market Fund. Equity Fund. Mellon Capital Management Corporation manages the Equity Fund. This fund is invested primarily in common stocks and other equity securities of corporations. Such investments may be made directly, or indirectly through investment in common, collective or pooled investment funds. This fund is currently invested in units in the Mellon Capital Management Stock Index Fund. Fixed Income Fund. M&I Investment Management Corporation administers the Fixed Income Fund. The fund is invested primarily in investment contracts issued by one or more insurance companies or other financial institutions. All contracts and other investments are combined as one investment alternative available to participants. Transfers from the Fixed Income Fund to investment options other than the Money Market Fund may be made during the enrollment periods. Growth Fund. Fidelity Management & Research manages the Growth Fund which is invested in the Fidelity Growth Company Fund. This fund invests primarily in stocks and securities convertible into common stocks of those companies that the investment advisor believes have above-average growth characteristics. Balanced Fund. Fidelity Management and Research manages this fund which is invested in the Fidelity Balanced Mutual Fund. The Balanced Fund is invested in a broadly diversified portfolio of high- yielding securities, including foreign and domestic common and preferred stocks, bonds and other liquid securities. WPL Holdings, Inc. Common Stock Fund. The WPL Holdings, Inc. Common Stock Fund is invested in WPL Holdings, Inc. common stock. Purchases of common stock are made by the Trustee from shares newly issued by WPL Holdings, Inc. or on the open market. Any dividends received on WPL Holdings, Inc. common stock in this fund are reinvested by the Trustee in common stock of WPL Holdings, Inc. Loan Fund. Upon application of a participant, the Committee may direct the Trustee to make a loan out of the participant's specific account due to special "hardship" circumstances. Participant loans will reduce participant investment funds. Information regarding loan proceeds and repayments included in net transfers is as follows: 1993 1992 Loan Proceeds $218,681 $347,944 Loan Repayments (239,313) (210,867) Transfers between Plans 7,220 (1,100) -------- -------- Net transfers $(13,412) $135,977 ======== ======== There are restrictions as to the amounts and number of loans. Loans and interest must be repaid in equal installments in accordance with rules established by the Committee. Unallocated Fund. Contributions are forwarded to the Trustee and invested in an Unallocated Fund until allocated to the participants' elected investment funds. The balance in the Unallocated Fund at any point in time, therefore, represents participant contributions not yet allocated. Funds forwarded to the Unallocated Fund are invested in the M&I Employee Benefit Money Market Fund. For allocation of net realized and unrealized gains and losses on investments by investment type, refer to Schedule III. Note 4. Employer Contribution The Company provides a matching contribution in an amount equal to 25% of the deferred cash contributions made on behalf of a participant up to 6% of each participant's compensation per pay period. Company contributions are invested in WPL Holdings, Inc. common stock. Note 5. Withdrawals Distributions from a participant's account balance will be made to the participant upon retirement, termination of employment, death or disability or upon request due to special "hardship" circumstances. "Hardship" distributions are paid in a lump sum payment. Termination distributions shall be made in a lump sum within forty-five (45) days after the valuation date immediately following the termination date unless the value of a participant's account exceeds $3,500; in such case, distributions will be deferred and will be made or commence within 45 days after the valuation date following the date on which the participant reaches age 70-1/2, unless the participant elects to receive the distribution as of an earlier date. Other distributions will be made in a lump sum or in annual installments for up to a ten year period. The unpaid portion of all loans made to the participant, including accrued interest, will be deducted from the amount of the participant account to be distributed. Note 6. Transfers and Terminations The Plan allows a participant to either change or terminate investment options for prior and/or future Plan contributions quarterly on each March 1, June 1, September 1 and December 1 by submitting a request to the Trustee. In the event a participant transfers from a salaried position to an hourly position and was eligible and participating in Plan A, the participant is eligible to transfer all investments, except for the Company match contributions, to Plan B (hourly plan) immediately . In the event a participant transfers to employment within the Company or affiliated companies so that the participant is no longer an eligible employee, the participant is not permitted to make deferred cash elections. Note 7. Tax Status The Plan has obtained a determination letter from the Internal Revenue Service dated October 6, 1989, approving the Plan as qualified for tax-exempt status. Plan amendments adopted since the last tax determination letter will be included in the Company's next filing. In the opinion of the Company's management, the Plan, as currently amended, remains tax-exempt. Note 8. Related Party Transactions As described previously (see Note 3), the Plan maintains investments in WPL Holdings, Inc. common stock and in the Marshall Money Market Fund. In addition, as stated in Note 2, certain administrative expenses are absorbed by the Company. These transactions are not considered prohibited transactions by statutory exemptions under the ERISA regulations. Schedule I WISCONSIN POWER AND LIGHT COMPANY EMPLOYEES' RETIREMENT SAVINGS PLAN A INVESTMENTS - POOLED FIXED INCOME FUND AS OF DECEMBER 31, 1993 AND 1992
Number of Units 1993 1992 LaSalle National Trust, N.A. - Pooled Trust Fund for Employee Benefit Plans Income Plus Fund 1 $ -- $1,842,363 New York Life Insurance Co.: 1991 Selection Fund H9, 8.45%, due 12/31/93 1 -- 1,469,779 CNA: 1991 Selection Fund F4, 9.07%, due 12/31/94 through 12/31/96 1 2,169,867 1,989,437 Metropolitan Life Insurance Company: 1991 Selection Fund FF6, 7.48%, due 6/30/93 through 6/30/95 1 540,975 754,989 Provident National Assurance Company: 1990 Selection Fund K-1, 8.56%, due 12/31/91 through 12/31/93 1 -- 451,542 Allstate Life Insurance Company: 1990 Selection Fund M-2, 8.55% due 7/1/92 and 12/31/94 1 625,113 575,876 Principal Mutual Life Insurance Company: 1991 Selection Fund X4, 7.57% due 9/30/93 1 -- 430,096 1990 Selection Fund 03A, 8.30% due 6/30/93 and 6/30/94 1 334,474 617,691 1990 Selection Fund HH1, 9.00% due 6/30/95 1 256,130 234,981 M&I Stable Principle Fund 1 1,727,494 -- --------- -------- Total Pooled Fixed Income Funds $5,654,053 $8,366,754 ========== =========
Schedule II Page 1 of 2 WISCONSIN POWER AND LIGHT COMPANY EMPLOYEES' RETIREMENT SAVINGS PLAN A ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT FUNDS AS OF DECEMBER 31, 1993
Shares or Principal Money Market Amount Equity Fund Fund Growth Fund Balanced Fund Assets Investments, at market value: Mellon Capital Management Stock Index Fund 65,972 $7,599,381 WPL Holdings, Inc. Common Stock 256,803 Fidelity Growth Company Fund 180,727 5,251,931 Fidelity Balanced Fund 253,680 3,396,770 Government Oligations 690,274 Corporate Obligations 712,609 Pooled Fixed Income Funds Marshall Money Market Fund 2,687,997 3,381 580,853 4,970 2,089 --------- --------- --------- --------- Total Investments 7,602,762 580,853 5,256,901 3,398,859 --------- --------- --------- --------- Loans to Participants Cash 63,806 Interest receivable 65 1,527 40 25 --------- --------- --------- --------- Net Assets Available for Benefits $7,666,633 $582,380 $5,256,941 $3,398,884 ========= ========= ========= ========= WPL Holdings, Fixed Income Inc. Common Total All Fund Stock Fund Loan Fund Funds Assets Investments, at market value: Mellon Capital Management Stock Index Fund $7,599,381 WPL Holdings, Inc. Common Stock 8,442,384 8,442,384 Fidelity Growth Company Fund 5,251,931 Fidelity Balanced Fund 3,396,770 Government Oligations 698,006 698,006 Corporate Obligations 772,325 772,325 Pooled Fixed Income Funds 5,654,053 5,654,053 Marshall Money Market Fund 2,096,672 32 2,687,997 --------- --------- ---------- ---------- Total Investments 9,221,056 8,442,416 0 34,502,847 --------- --------- ---------- ---------- Loans to Participants 665,787 665,787 Cash 63,806 Interest receivable 16,306 179 18,142 --------- --------- --------- ---------- Net Assets Available for Benefits $9,237,362 $8,442,595 $665,787 $35,250,582 ========= ========= ========= ==========
Schedule II Page 2 of 2 WISCONSIN POWER AND LIGHT COMPANY EMPLOYEES' RETIREMENT SAVINGS PLAN A ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT FUNDS AS OF DECEMBER 31, 1992
Shares or Principal Money Market Amount Equity Fund Fund Growth Fund Balanced Fund Assets Investments, at market value: Mellon Capital Management Stock Index Fund 17,998 $6,677,762 WPL Holdings, Inc. Common Stock 217,576 Fidelity Growth Company Fund 119,234 3,295,633 Fidelity Balanced Fund 119,161 1,464,485 Corporate Obligations 712,609 Pooled Fixed Income Funds Marshall Money Market Fund 774,402 6,800 648,837 1,242 60,363 --------- --------- --------- --------- Total Investments 6,684,562 648,837 3,296,875 1,524,848 --------- --------- --------- --------- Loans to Participants Cash 30,830 Receivables: Employer's contribution Employees' contribution Interest receivable 91 1,864 196 98 --------- --------- --------- --------- Total Receivables 91 1,864 196 98 --------- --------- --------- --------- Net Assets Available for Benefits $6,715,483 $650,701 $3,297,071 $1,524,946 ========= ========= ========= ========= WPL Holdings, Fixed Income Strong Total Inc. Common Unallocated Total All Fund Return Fund Stock Fund Loan Fund Fund Funds Assets Investments, at market value: Mellon Capital Management Stock Index Fund $6,677,762 WPL Holdings, Inc. Common Stock 7,370,389 7,370,389 Fidelity Growth Company Fund 3,295,633 Fidelity Balanced Fund 1,464,485 Corporate Obligations 760,709 760,709 Pooled Fixed Income Funds 8,366,754 8,366,754 Marshall Money Market Fund 2,735 24,425 744,402 --------- -------- --------- ---------- --------- ---------- Total Investments 9,130,198 0 7,394,914 0 0 28,680,134 --------- -------- --------- ---------- --------- ---------- Loans to Participants 622,944 622,944 Cash (10) 30,820 Receivables: Employer's contribution 18,120 18,120 Employees' contribution 111,755 111,755 Interest receivable 27,473 307 30,029 --------- --------- --------- --------- --------- ---------- Total Receivables 27,473 0 307 0 129,875 159,904 --------- --------- --------- --------- --------- ---------- Net Assets Available for Benefits $9,157,671 ($10) $7,395,121 $622,944 $129,875 $29,493,802 ========= ========== ========= ========= ========== ==========
Schedule III Page 1 of 2 WISCONSIN POWER AND LIGHT COMPANY EMPLOYEES' RETIREMENT SAVINGS PLAN A ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS TO INVESTMENT FUNDS FOR THE YEAR ENDED DECEMBER 31, 1993
Money Market Equity Fund Fund Growth Fund Balanced Fund Additions to Net Assets Attributed to: Investment Income - Dividend Income 207,362 11,416 110,955 Interest Income 1,699 17,292 376 323 Net Realized/Unrealized Gain (Loss) in Market Value of Investments 482,058 629,051 243,631 691,119 17,292 640,843 354,909 --------- --------- --------- --------- Contributions: Employer Employees 701,185 74,062 810,745 460,179 --------- --------- --------- ---------- 701,185 74,062 810,745 460,179 --------- --------- --------- --------- Total Additions 1,392,304 91,354 1,451,588 815,088 --------- --------- --------- --------- Deductions from Net Assets Attributed to: Distributions to participants 107,282 72,079 75,028 37,874 Other Expenses 15,844 90 240 31 --------- --------- --------- --------- Total Deductions 123,126 72,169 75,268 37,905 --------- --------- --------- --------- Transfers Between Plans (net) (318,028) (87,506) 583,550 1,096,755 --------- --------- --------- --------- Net Assets Available for Benefits: Beginning of Year $6,715,483 $650,701 $3,297,071 $1,524,946 --------- ------- --------- --------- End of Year $7,666,633 $582,380 $5,256,941 $3,398,884 ========= ======= ========= ========= WPL Holdings, Fixed Income Strong Total Inc. Common Unallocated Total All Fund Return Fund Stock Fund Loan Fund Fund Funds Additions to Net Assets Attributed to: Investment Income - Dividend Income 450,530 780,263 Interest Income 708,680 1,972 62,409 792,751 Net Realized/Unrealized Gain (Loss) in Market Value of Investments 8,338 (243,125) 1,119,953 717,018 0 209,377 62,409 0 2,692,967 --------- --------- --------- --------- --------- ---------- Contributions: Employer 526,026 (18,120) 507,906 Employees 610,431 756,825 (111,755) 3,301,672 --------- --------- --------- ---------- --------- --------- 610,431 0 1,282,851 (129,875) 3,809,578 --------- --------- --------- --------- --------- --------- Total Additions 1,327,449 0 1,492,228 62,409 (129,875) 6,502,545 --------- --------- --------- --------- --------- --------- Deductions from Net Assets Attributed to: Distributions to participants 386,396 246,592 6,154 931,405 Other Expenses 8,305 24,510 --------- --------- --------- --------- --------- --------- Total Deductions 394,701 0 246,592 6,154 0 955,915 --------- --------- --------- --------- --------- --------- Transfers Between Plans (net) (853,057) 10 (198,162) (13,412) 210,150 --------- --------- --------- --------- --------- --------- Net Assets Available for Benefits: Beginning of Year $9,157,671 ($10) $7,395,121 $622,944 $129,875 $29,493,802 --------- ------- --------- --------- --------- ---------- End of Year $9,237,362 $0 $8,442,595 $665,787 $0 $35,250,582 ========= ======= ========= ========= ========= ==========
Schedule III Page 2 of 2 WISCONSIN POWER AND LIGHT COMPANY EMPLOYEES' RETIREMENT SAVINGS PLAN A ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS TO INVESTMENT FUNDS FOR THE YEAR ENDED DECEMBER 31, 1992
Money Market Equity Fund Fund Growth Fund Balanced Fund Additions to Net Assets Attributed to: Investment Income - Dividend Income 187,384 9,526 15,542 Interest Income 1,460 24,761 567 98 Net Realized/Unrealized Gain (Loss) on Market Value of Investments 292,982 224,622 (4,505) --------- --------- --------- --------- 481,826 24,761 234,715 11,135 --------- --------- --------- --------- Contributions: Employer Employees 720,253 85,124 807,066 26,710 --------- --------- --------- ---------- 720,253 85,124 807,066 26,710 --------- --------- --------- --------- Total Additions 1,202,079 109,885 1,041,781 37,845 --------- --------- --------- --------- Deductions from Net Assets Attributed to: Distributions to participants 162,414 17,657 56,837 Other Expenses 18,223 2,100 704 0 --------- --------- --------- --------- Total Deductions 180,637 19,757 57,541 0 --------- --------- --------- --------- Transfers Between Plans (net) (96,623) (50,394) 177,162 1,487,101 --------- --------- --------- --------- Net Assets Available for Benefits: Beginning of Year $5,790,664 $610,967 $2,135,669 $0 --------- ------- --------- --------- End of Year $6,715,483 $650,701 $3,297,071 $1,524,946 ========= ======= ========= ========= WPL Holdings, Fixed Income Strong Total Inc. Common Unallocated Total All Fund Return Fund Stock Fund Loan Fund Fund Funds Additions to Net Assets Attributed to: Investment Income - Dividend Income 9,941 327,995 550,388 Interest Income 683,819 156 1,772 57,292 769,925 Net Realized/Unrealized Gain (Loss) on Market Value of Investments 6,302 (41,155) 220,710 698,956 --------- --------- -------- -------- -------- --------- 690,121 (31,058) 550,477 57,292 0 2,019,269 --------- --------- --------- --------- --------- ---------- Contributions: Employer 481,633 607 482,240 Employees 729,662 247,110 605,442 4,475 3,225,842 --------- --------- --------- ---------- --------- --------- 729,662 247,110 1,087,075 5,082 3,708,082 --------- --------- --------- --------- --------- --------- Total Additions 1,419,783 216,052 1,637,552 57,292 5,082 5,727,351 --------- --------- --------- --------- --------- --------- Deductions from Net Assets Attributed to: Distributions to participants 256,070 40,305 68,395 7,213 608,891 Other Expenses 13,621 1,041 1,233 36,922 --------- --------- --------- --------- --------- --------- Total Deductions 269,691 41,346 69,628 7,213 0 645,813 --------- --------- --------- --------- --------- --------- Transfers Between Plans (net) (421,874) (1,900,198) 849,050 135,977 180,201 --------- --------- --------- --------- --------- --------- Net Assets Available for Benefits: Beginning of Year $8,429,453 $1,725,482 $4,978,147 $436,888 $124,793 $24,232,063 --------- ------- --------- --------- --------- ---------- End of Year $9,157,671 ($10) $7,395,121 $622,944 $129,875 $29,493,802 ========= ======= ========= ========= ========= ==========
Schedule IV WISCONSIN POWER AND LIGHT COMPANY EMPLOYEES' RETIREMENT SAVINGS PLAN A SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1993
Number of Number of Purchase Total Value Sales Net Selling Total Cost of Description of Assets Transactions of Purchases Transactions Price Assets Sold Net Gain Series of transactions involving securities of the same issue, that, in the aggregate, exceed 5% of the plan assets as of the beginning of the plan year: Fidelity Growth Fund 29 $1,808,601 4 $6,896 $6,360 $536 Fidelity Balanced Fund 33 1,815,355 1 1,761 1,667 94 Dreyfus Cash Management Fund 26 1,586,030 23 1,586,030 1,586,030 - LaSalle National Trust 40 1,567,375 20 3,409,738 3,409,738 - New York Life Insurance Company Guaranteed Investment Contract 12 124,190 1 1,593,969 1,593,969 - WPL Holding Company Stock 26 1,577,725 9 262,605 224,922 37,683 M&I Stable Principle Fund 1 1,896,995 1 169,501 169,501 - Marshall Money Market Fund 299 8,698,409 274 6,754,813 6,754,813 -
The accompanying notes to the financial statements are an integral part of this schedule. WISCONSIN POWER AND LIGHT COMPANY EMPLOYEES' RETIREMENT SAVINGS PLAN B FINANCIAL STATEMENTS AS OF DECEMBER 31, 1993 AND 1992 TOGETHER WITH REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Plan Administrator of the Wisconsin Power and Light Company Employees' Retirement Savings Plan B: We have audited the accompanying statements of net assets available for benefits of the WISCONSIN POWER AND LIGHT COMPANY EMPLOYEES' RETIREMENT SAVINGS PLAN B (the "Plan") as of December 31, 1993 and 1992, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements and the schedules referred to in the accompanying index are the responsibility of Wisconsin Power and Light Company's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit 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. 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 financial position of the Plan as of December 31, 1993 and 1992, and the changes in its net assets for the years then ended, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules referred to in the accompanying index are presented for purposes 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 supplemental schedules have been subjected to the auditing procedures applied in the audits 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. ARTHUR ANDERSEN & CO. Milwaukee, Wisconsin, March 25, 1994. WISCONSIN POWER AND LIGHT COMPANY EMPLOYEES' RETIREMENT SAVINGS PLAN B STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS As of December 31, 1993 1992 ASSETS Investments, at market value (Notes 2 & 3): Mellon Capital Management Stock Index Fund--60,435 and 16,298 shares (cost $6,697,244 and $4,362,176), respectively $ 6,961,568 $ 6,047,014 WPL Holdings, Inc. Common Stock--206,327 and 162,671 shares (cost $6,333,440 and $4,685,614), respectively 6,783,015 5,510,478 Fidelity Growth Company Fund--129,878 and 86,962 shares (cost $3,504,624 and $2,246,806), respectively 3,774,249 2,403,635 Fidelity Balanced Fund--178,418 and 73,760 shares (cost $2,324,064 and $910,098), respectively 2,389,017 906,512 Federal National Mortgage Association treasury bonds @ 6.00% due 12/01/1999-- (cost $673,636) 684,594 --- Standard Credit Card corporate bonds @ 8.50% due 06/07/1996--(cost $858,380 and $832,535), respectively 853,375 840,540 Pooled Fixed Income Fund, at cost 5,589,694 8,075,184 Marshall Money Market Fund, at cost 2,741,744 791,147 ----------- ----------- Total Investments 29,777,256 24,574,510 ----------- ----------- Loans to Participants 719,984 536,951 ----------- ----------- Cash (495) 61,538 ----------- ----------- Receivables: Employees' Contribution --- 137,827 Interest 19,440 31,685 ----------- ----------- Total Receivables 19,440 169,512 ----------- ----------- Net Assets Available for Benefits $30,516,185 $25,342,511 =========== =========== The accompanying notes to financial statements are an integral part of these statements. WISCONSIN POWER AND LIGHT COMPANY EMPLOYEES' RETIREMENT SAVINGS PLAN B STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Year Ended December 31, 1993 1992 Additions to Net Assets Attributed to: Investment Income - Dividend Income 611,277 413,013 Interest Income 767,494 758,898 Net Realized/Unrealized Gain in Market Value of Investments 768,227 573,073 ----------- ---------- 2,146,998 1,744,984 Contributions from Participants 3,935,239 3,530,067 ----------- ---------- Total Additions 6,082,237 5,275,051 ----------- ---------- Deductions from Net Assets Attributed to: Distributions to Participants 675,161 811,988 Other Expenses 23,252 40,454 ----------- ---------- Total Deductions 698,413 852,442 ----------- ---------- Transfers Between Plans (net) (210,150) (180,201) ----------- ---------- Net Assets Available for Benefits: Beginning of Year 25,342,511 21,100,103 ----------- ----------- End of Year $30,516,185 $25,342,511 =========== =========== The accompanying notes to financial statements are an integral part of these statements. WISCONSIN POWER AND LIGHT COMPANY EMPLOYEES' RETIREMENT SAVINGS PLAN B NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 1993 AND 1992 Note 1. Description of the Plan On July 1, 1984, Wisconsin Power and Light Company (the "Company") implemented a voluntary Employees' Long Range Savings and Investment Plan B (the "Plan") for the benefit of eligible hourly employees. Effective January 1, 1991, the Company changed the Plan's name to the Employees' Retirement Savings Plan B. The Plan is a qualified Plan under Section 401(k) of the Internal Revenue Code of 1954 (the "Code"), as amended, and meets the applicable requirements of the Employee Retirement Income Security Act of 1974 ("ERISA"). Information regarding Plan benefits is provided in the Prospectus relating to the Retirement Savings Plan and the summary plan description which has been made available to all eligible Plan participants. The Plan is administered by the Pension and Employee Benefits Committee (the "Committee") of the Company. Under the Plan, an eligible employee may elect to defer up to 15% of their compensation (not to exceed $8,994 for 1993) and have such amounts contributed by the Company to an account maintained for the employee. Employee contributions are made to a fund (the "Trust Fund") administered by the Trustee, Marshall & Ilsley Trust Company ("M&I"). Funds are invested by the Trustee according to the investment options selected by the participants. Active hourly employees of the Company who work at least half-time or work at least 1,000 hours are eligible to participate in the Plan after attainment of age 18. Each participant's account is fully vested and nonforfeitable, except to the extent that provisions of the Internal Revenue Code may prohibit the return of excess contributions in certain limited circumstances. The Plan was amended in September 1992 to incorporate repayment procedures for employees who are unable to repay existing loans. The Company also maintains a savings and investment plan for salaried employees called the Employees' Retirement Savings Plan A. The Plan assets (and related earnings) are administered separately. Effective January 1, 1994, the Plan was amended to allow a Company match provision. Under this provision the Company will match 25% of employee contributions under 6% of income. The Company reserves the right to terminate, amend or modify the Plan if future conditions warrant such action. Note 2. Summary of Accounting Policies Basis of Accounting The financial statements have been prepared on the accrual basis of accounting. Valuation of Investments The guaranteed investment contracts (Pooled Fixed Income Fund) and money market fund are stated at cost, which approximates market. All other Plan investments are carried at market value as of the statement date. Expenses Investment management fees are paid from investment earnings prior to crediting earnings to the individual participants' account balances. Other Plan administrative expenses are absorbed by the Company. Note 3. Investment Options The participants' deposits are invested by the Trustee in one or more investment funds (Money Market Fund, Equity Fund, Fixed Income Fund, Growth Fund, Balanced Fund and WPL Holdings, Inc. Common Stock Fund) as selected by the participant. Effective December 1, 1992, the Strong Total Return Fund was discontinued as an investment option. As of December 31, 1993 the remaining investment funds are administered by three investment managers, M&I Investment Management Corporation, Mellon Capital Management Corporation and Fidelity Management & Research. The Plan provides for the following investment options: Money Market Fund. M&I Investment Management Corporation administers the Money Market Fund. This fund is invested primarily in high quality short-term money market instruments such as bank certificates of deposit, commercial paper, United States Government securities and other similar securities. Such investments may be made directly, or indirectly through investment in common, collective or pooled investment funds. This fund has been invested in various money market funds and is currently invested primarily in the Marshall Money Market Fund. Equity Fund. Mellon Capital Management Corporation manages the Equity Fund. This fund is invested primarily in common stocks and other equity securities of corporations. Such investments may be made directly, or indirectly through investment in common, collective or pooled investment funds. This fund is currently invested in units in the Mellon Capital Management Stock Index Fund. Fixed Income Fund. M&I Investment Management Corporation administers the Fixed Income Fund. This fund is invested primarily in investment contracts issued by one or more insurance companies or other financial institutions. All contracts and other investments are combined as one investment alternative available to participants. Transfers from the Fixed Income Fund to investment options other than the Money Market Fund may be made during the enrollment periods. Growth Fund. Fidelity Management & Research manages the Growth Fund which is invested in the Fidelity Growth Company Fund. This fund invests primarily in stocks and securities convertible into common stocks of those companies that the investment advisor believes have above-average growth characteristics. Balanced Fund. Fidelity Management and Research manages this fund which is invested in the Fidelity Balanced Mutual Fund. The Balanced Fund is invested in a broadly diversified portfolio of high- yielding securities, including foreign and domestic common and preferred stocks, bonds and other liquid securities. WPL Holdings, Inc. Common Stock Fund. The WPL Holdings, Inc. Common Stock Fund is invested in WPL Holdings, Inc. common stock. Purchases of common stock are made by the Trustee from shares newly issued by WPL Holdings, Inc. or on the open market. Any dividends received on WPL Holdings, Inc. common stock in this fund are reinvested by the Trustee in common stock of WPL Holdings, Inc. Loan Fund. Upon application of a participant, the Committee may direct the Trustee to make a loan out of the participant's specific account due to special "hardship" circumstances. Information regarding loan proceeds and repayments included in net transfers is as follows: 1993 1992 Loan Proceeds $331,730 $201,916 Loan Repayments (194,984) (152,347) Transfers between Plans (7,220) 1,100 -------- -------- Net transfers $129,526 $ 50,669 ======== ======== There are restrictions as to the amounts and number of loans. The interest rate will be determined by the Committee. Loans and interest must be repaid in equal installments in accordance with rules established by the Committee. Unallocated Fund. Employee contributions are forwarded to the Trustee and invested in an Unallocated Fund until allocated to the participants' elected investment funds. The balance in the Unallocated Fund at any point in time, therefore, represents participant contributions not yet allocated. Funds forwarded to the Unallocated Fund are invested in M&I Employee Benefit Money Market Fund. For allocation of net realized and unrealized gains and losses on investments by investment type, refer to Schedule III. Note 4. Withdrawals Distributions from a participant's account balance will be made to the participant upon retirement, termination of employment, death or disability or upon request due to special "hardship" circumstances. "Hardship" distributions are paid in a lump sum payment. Termination distributions shall be made in a lump sum within 45 days after the valuation date immediately following the termination date unless the value of a participant's account exceeds $3,500; in such case, distributions will be deferred and will be made or commence within 45 days after the valuation date following the date on which the participant reaches age 65, unless the participant elects to receive the distribution as of an earlier date. Other distributions will be made in a lump sum or in annual installments for up to a ten year period. The unpaid portion of all loans made to the participant, including accrued interest, will be deducted from the amount of the participant account to be distributed. Note 5. Transfers and Terminations The Plan allows a participant to either change or terminate investment options for prior and/or future Plan contributions quarterly on each March 1, June 1, September 1 and December 1 by submitting a request to the Trustee. In the event a participant transfers from an hourly position to a salaried position and was eligible and participating in Plan B, the participant is eligible to transfer to Plan A (salaried plan) immediately. In the event a participant transfers to employment within the Company or affiliated companies so that the participant is no longer an eligible employee, the participant is not permitted to make deferred cash elections. Note 6. Tax Status The Plan has obtained a determination letter from the Internal Revenue Service dated October 6, 1989, approving the Plan as qualified for tax-exempt status. Plan amendments adopted since the last tax determination letter will be included in the Company's next filing. In the opinion of the Company's management, the Plan, as currently amended, remains tax-exempt. Note 7. Related Party Transactions As described previously (see Note 3), the Plan maintains investments in WPL Holdings, Inc. common stock and in the Marshall Money Market Fund. In addition, as stated in Note 2, certain administrative expenses are absorbed by the Company. These transactions are not considered prohibited transactions by statutory exemptions under the ERISA regulations. Schedule I WISCONSIN POWER AND LIGHT COMPANY EMPLOYEES' RETIREMENT SAVINGS PLAN B INVESTMENTS - POOLED FIXED INCOME FUND AS OF DECEMBER 31, 1993 AND 1992
Number of Units 1993 1992 LaSalle National Trust, N.A. - Pooled Trust Fund for Employee Benefit Plans Income Plus Fund 1 $ -- $1,715,498 New York Life Insurance Co.: 1991 Selection Fund H9, 8.45%, due 12/31/93 1 -- 1,286,552 CNA: 1991 Selection Fund F4, 9.07%, due 12/31/94 through 12/31/96 1 1,577,305 1,446,147 Metropolitan Life Insurance Company: 1991 Selection Fund FF6, 7.48%, due 6/30/93 through 6/30/95 1 800,256 1,116,843 Provident National Assurance Company: 1990 Selection Fund K-1, 8.56%, due 12/31/91 through 12/31/93 1 -- 410,284 Allstate Life Insurance Company: 1990 Selection Fund M-2, 8.55% due 7/1/92 and 12/31/94 1 637,045 586,868 Principal Mutual Life Insurance Company: 1991 Selection Fund X4, 7.57% due 9/30/93 1 -- 583,040 1990 Selection Fund 03A, 8.30% due 6/30/93 and 6/30/94 1 288,529 532,843 1990 Selection Fund HH1, 9.00% due 6/30/95 1 432,849 397,109 M&I Stable Principle Fund 1 1,853,710 --------- -------- Total $5,589,694 $8,075,184 ========== =========
Schedule II Page 1 of 2 WISCONSIN POWER AND LIGHT COMPANY EMPLOYEES' RETIREMENT SAVINGS PLAN B ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT FUNDS AS OF DECEMBER 31, 1993
Shares or Principal Money Market Amount Equity Fund Fund Growth Fund Balanced Fund Assets Investments, at market value: Mellon Capital Management Stock Index Fund 60,435 $6,961,568 WPL Holdings, Inc. Common Stock 206,327 Fidelity Growth Company Fund 129,878 3,774,249 Fidelity Balanced Fund 178,418 2,389,017 Government Oligations 677,012 Corporate Obligations 787,391 Pooled Fixed Income Funds Marshall Money Market Fund 2,741,744 38,812 453,281 381 --------- --------- --------- --------- Total Investments 7,000,380 453,281 3,774,630 2,389,017 --------- --------- --------- --------- Loans to Participants Cash (495) Interest receivable 65 1,206 33 21 --------- --------- --------- --------- Net Assets Available for Benefits $6,999,950 $454,487 $3,774,663 $2,389,038 ========= ========= ========= ========= WPL Holdings, Fixed Income Inc. Common Total All Fund Stock Fund Loan Fund Funds Assets Investments, at market value: Mellon Capital Management Stock Index Fund $6,961,568 WPL Holdings, Inc. Common Stock 6,783,015 6,783,015 Fidelity Growth Company Fund 3,774,249 Fidelity Balanced Fund 2,389,017 Government Oligations 684,594 684,594 Corporate Obligations 853,375 853,375 Pooled Fixed Income Funds 5,589,694 5,589,694 Marshall Money Market Fund 2,211,909 37,361 2,741,744 --------- --------- ---------- ---------- Total Investments 9,339,572 6,820,376 0 29,777,256 --------- --------- ---------- ---------- Loans to Participants 719,984 719,984 Cash (495) Interest receivable 17,974 141 19,440 --------- --------- --------- ---------- Net Assets Available for Benefits $9,357,546 $6,820,517 $719,984 $30,516,185 ========= ========= ========= ==========
Schedule II Page 2 of 2 WISCONSIN POWER AND LIGHT COMPANY EMPLOYEES' RETIREMENT SAVINGS PLAN B ALLOCATION OF PLAN ASSETS AND LIABILITIES TO INVESTMENT FUNDS AS OF DECEMBER 31, 1992
Shares or Principal Money Market Amount Equity Fund Fund Growth Fund Balanced Fund Assets Investments, at market value: Mellon Capital Management Stock Index Fund 16,298 $6,047,014 WPL Holdings, Inc. Common Stock 162,671 Fidelity Growth Company Fund 86,962 2,403,635 Fidelity Balanced Fund 73,760 906,512 Corporate Obligations 787,391 Pooled Fixed Income Funds Marshall Money Market Fund 791,146 11,867 684,673 4,061 85,958 --------- --------- --------- --------- Total Investments 6,058,881 684,673 2,407,696 992,470 --------- --------- --------- --------- Loans to Participants Cash 61,548 Receivables: Employee contribution Interest 96 1,930 102 72 --------- --------- --------- --------- Total Receivables 96 1,930 102 72 --------- --------- --------- --------- Net Assets Available for Benefits $6,120,525 $686,603 $2,407,798 $992,542 ========= ========= ========= ========= WPL Holdings, Fixed Income Strong Total Inc. Common Unallocated Total All Fund Return Fund Stock Fund Loan Fund Fund Funds Assets Investments, at market value: Mellon Capital Management Stock Index Fund $6,047,014 WPL Holdings, Inc. Common Stock 5,510,478 5,510,478 Fidelity Growth Company Fund 2,403,635 Fidelity Balanced Fund 906,512 Corporate Obligations 840,540 840,540 Pooled Fixed Income Funds 8,075,184 8,075,184 Marshall Money Market Fund 4,468 120 791,147 --------- -------- --------- ---------- --------- ---------- Total Investments 8,920,192 0 5,510,598 0 0 24,574,510 --------- -------- --------- ---------- --------- ---------- Loans to Participants 536,951 536,951 Cash (10) 61,538 Receivables: Employee contribution 137,827 137,827 Interest 28,992 493 31,685 --------- --------- --------- --------- --------- ---------- Total Receivables 28,992 0 493 0 137,827 169,512 --------- --------- --------- --------- --------- ---------- Net Assets Available for Benefits $8,949,184 ($10) $5,511,091 $536,951 $137,827 $25,342,511 ========= ========== ========= ========= ========== ==========
Schedule III Page 1 of 2 WISCONSIN POWER AND LIGHT COMPANY EMPLOYEES' RETIREMENT SAVINGS PLAN B ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS TO INVESTMENT FUNDS FOR THE YEAR ENDED DECEMBER 31, 1993
Money Market Equity Fund Fund Growth Fund Balanced Fund Additions to Net Assets Attributed to: Investment Income - Dividend Income 188,007 8,168 74,897 Interest Income 1,135 16,389 300 299 Net Realized/Unrealized Gain (Loss) in Market Value of Investments 440,674 462,317 154,343 --------- -------- -------- --------- 629,816 16,389 470,785 229,539 Contributions 842,797 72,902 681,798 384,572 --------- --------- --------- ---------- TOTAL 1,472,613 89,291 1,152,583 614,111 --------- --------- --------- --------- Deductions from Net Assets Attributed to: Distributions to Participants 94,516 66,304 23,280 2,748 Other Expenses 14,698 60 270 --------- --------- --------- --------- TOTAL 109,214 66,364 28,550 2,748 --------- --------- --------- --------- Transfers Between Plans (net) (483,974) (255,043) 237,832 785,133 --------- --------- --------- --------- Net Assets Available for Benefits: Beginning of Year $6,120,525 $686,603 $2,407,798 $992,542 --------- ------- --------- --------- End of Year $6,999,950 $454,487 $3,774,663 $2,389,038 ========= ======= ========= ========= WPL Holdings, Fixed Income Strong Total Inc. Common Unallocated Total All Fund Return Fund Stock Fund Loan Fund Fund Funds Additions to Net Assets Attributed to: Investment Income - Dividend Income 340,205 611,277 Interest Income 685,566 1,776 62,029 767,494 Net Realized/Unrealized Gain (Loss) in Market Value of Investments 7,810 (296,917) 768,227 --------- --------- --------- --------- --------- ---------- 693,376 0 45,064 62,029 0 2,146,998 Contributions 907,720 1,183,277 (137,827) 3,935,239 --------- --------- --------- ---------- --------- --------- TOTAL 1,601,096 0 1,228,341 62,029 (137,827) 6,082,237 --------- --------- --------- --------- --------- --------- Deductions from Net Assets Attributed to: Distributions to Participants 324,343 155,448 8,522 675,161 Other Expenses 8,164 60 23,252 --------- --------- --------- --------- --------- --------- TOTAL 332,507 0 155,508 8,522 0 698,413 --------- --------- --------- --------- --------- --------- Transfers Between Plans (net) (860,227) 10 236,593 129,526 (210,150) --------- --------- --------- --------- --------- --------- Net Assets Available for Benefits: Beginning of Year $8,949,184 ($10) $5,511,091 $536,951 $137,827 $25,342,511 --------- ------- --------- --------- --------- ---------- End of Year $9,357,546 $0 $6,820,517 $719,984 $0 $30,516,185 ========= ======= ========= ========= ========= ==========
Schedule III Page 2 of 2 WISCONSIN POWER AND LIGHT COMPANY EMPLOYEES' RETIREMENT SAVINGS PLAN B ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS TO INVESTMENT FUNDS FOR THE YEAR ENDED DECEMBER 31, 1992
Money Market Equity Fund Fund Growth Fund Balanced Fund Additions to Net Assets Attributed to: Investment Income - Dividend Income 174,438 7,116 7,312 Interest Income 1,537 25,082 699 71 Net Realized/Unrealized Gain (Loss) on Market Value of Investments 269,143 171,367 (800) --------- --------- --------- --------- 445,118 25,082 179,182 6,583 --------- --------- --------- --------- Contributions 796,046 95,120 654,249 20,365 --------- --------- --------- ---------- TOTAL 1,241,164 120,202 833,431 26,948 --------- --------- --------- --------- Deductions from Net Assets Attributed to: Distributions to Participants 111,540 4,007 32,817 Other Expenses 10,743 1,930 399 --------- --------- --------- --------- TOTAL 122,283 5,937 33,216 0 --------- --------- --------- --------- Transfers Between Plans (net) (583,285) (81,621) (128,408) 965,594 --------- --------- --------- --------- Net Assets Available for Benefits: Beginning of Year $5,584,929 $653,959 $1,735,991 $0 --------- ------- --------- --------- End of Year $6,120,525 $686,603 $2,407,798 $992,542 ========= ======= ========= ========= WPL Holdings, Fixed Income Strong Total Inc. Common Unallocated Total All Fund Return Fund Stock Fund Loan Fund Fund Funds Additions to Net Assets Attributed to: Investment Income - Dividend Income 5,531 218,616 413,013 Interest Income 675,136 241 1,390 54,742 758,898 Net Realized/Unrealized Gain (Loss) on Market Value of Investments 6,823 (21,393) 147,933 573,073 --------- --------- -------- -------- -------- --------- 681,959 (15,621) 367,939 54,742 0 1,744,984 Contributions 931,511 186,704 708,245 137,827 3,530,067 --------- --------- --------- ---------- --------- --------- TOTAL 1,613,470 171,083 1,076,184 54,742 137,827 5,275,051 --------- --------- --------- --------- --------- --------- Deductions from Net Assets Attributed to: Distributions to Participants 516,587 26,862 108,986 11,189 811,988 Other Expenses 20,134 877 6,371 40,454 --------- --------- --------- --------- --------- --------- TOTAL 536,721 27,739 115,357 11,189 0 852,442 --------- --------- --------- --------- --------- --------- Transfers Between Plans (net) (618,044) (1,125,128) 1,340,022 50,669 (180,201) --------- --------- --------- --------- --------- --------- Net Assets Available for Benefits: Beginning of Year $8,490,479 $981,774 $3,210,242 $442,729 $0 $21,100,103 --------- ------- --------- --------- --------- ---------- End of Year $8,949,184 ($10) $5,511,091 $536,951 $137,827 $25,342,511 ========= ======= ========= ========= ========= ==========
Schedule IV WISCONSIN POWER AND LIGHT COMPANY EMPLOYEES' RETIREMENT SAVINGS PLAN B SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1993
Number of Number of Purchase Total Value Sales Net Selling Total Cost of Description of Assets Transactions of Purchases Transactions Price Assets Sold Net Gain Series of transactions involving securities of the same issue, that, in the aggregate, exceed 5% of the plan assets as of the beginning of the plan year: Fidelity Growth Fund 28 $1,331,597 1 $83,746 $73,778 $9,968 Fidelity Balanced Fund 34 1,413,966 0 - - - Dreyfus Cash Management Fund 26 2,101,980 23 2,101,980 2,101,980 - LaSalle National Trust 42 1,960,040 15 3,675,538 3,675,538 - New York Life Insurance Company Guaranteed Investment Contract 12 108,708 1 1,395,260 1,395,260 - WPL Holding Company Stock 27 1,789,294 7 219,839 184,190 35,649 M&I Stable Principle Fund 1 1,853,710 0 - - - Marshall Money Market Fund 274 8,755,627 298 6,805,029 6,805,029 -
The accompanying notes to the financial statements are an integral part of this schedule. SIGNATURES 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 hereunto duly authorized. WPL HOLDINGS, INC. (Registrant) Date: April 29, 1994 EDWARD M. GLEASON Edward M. Gleason, Vice President, Treasurer and Corporate Secretary (Principal Financial Officer) Date: April 29, 1994 DANIEL A. DOYLE Daniel A. Doyle, Controller and Treasurer Wisconsin Power and Light Company (Principal Accounting Officer) WPL HOLDINGS, INC. AND SUBSIDIARIES Exhibit Index to Form 10-K for the Year Ended December 31, 1993 Item Description Page 12 Computation of ratio of earnings to fixed charges and preferred dividend requirements after taxes * 21 Subsidiaries of the Company * 23 Consent of Independent Public Accountants * 23A Consent of Independent Public Accounants (regarding the Wisconsin Power and Light Company Employee Stock Ownership Plan and the Wisconsin Power and Light Company Employees' Retirement Savings Plan A and Plan B) 99 1994 Proxy Statement for the Annual Meeting of Shareowners to be held May 18, 1994 (To be filed with the Securities and Exchange Commission under Regulation 14A within 120 days after the end of the Company's fiscal year) * _________________ * Previously filed with this Annual Report on Form 10-K. EX-23 2 EXHIBIT 23A ACCOUNTANT'S CONSENT CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our reports included in this WPL Holdings, Inc. Form 10-K/A into WPL Holdings, Inc.'s previously filed Registration Statements on Form S-8 (Nos. 33-52215, 33-6671 and 2-78551) and Form S-3 (No. 33-21482). ARTHUR ANDERSEN & CO. Milwaukee, Wisconsin, April 29, 1994. -----END PRIVACY-ENHANCED MESSAGE-----