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Eselco Inc · 10-K405 · For 12/31/96 · EX-13

Filed On 3/31/97 · SEC File 0-17736 · Accession Number 912057-97-11335

  As Of               Filer                 Filing     On/For/As Docs:Pgs              Issuer               Agent

 3/31/97  Eselco Inc                        10-K405    12/31/96    7:63                                     912057

Annual Report -- [X] Reg. S-K Item 405 · Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     Annual Report -- [X] Reg. S-K Item 405                15     76K 
 2: EX-13       Annual or Quarterly Report to Security Holders        36    212K 
 3: EX-21       Eselco Subsidiaries                                    1      4K 
 4: EX-23       Consent of Independent Public Accountants              1      6K 
 5: EX-27       Financial Data Schedule                                2      7K 
 6: EX-99.1     Letter of Intent                                       7     31K 
 7: EX-99.2     Shareholder Letter                                     1      8K

EX-13 · Annual or Quarterly Report to Security Holders
Exhibit Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Unearned compensation -- ESOP
1	1st Page
22	Unearned compensation -- ESOP

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                                                               POWER
                                                             FOR
                                                               TODAY
                                                             AND
                                                                  TOMORROW

[PHOTOGRAPH]                                                                    

                                                              1996
                                                                ANNUAL
                                                                REPORT
                                                                ESELCO

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THE COMPANY                                                                     

CONTENTS                                                                        

IFC     Company Profile                                                       
1     Financial Highlights                                                
2     Shareholders' Letter                                                
4     Power in Partnerships                                               
6     Power in Planning                                                   
8     Power in Working Together                                           
9     Area at a Glance                                                    
10     Power in Satisfaction                                                
11     Selected Statistics                                                  
12     Six-year Results of Operations                                       
13     Management's Discussion and Analysis                                 
16     Statement of Income                                                  
17     Financial Position                                                   
18     Common Equity                                                        
19     Cash Flow                                                            
20     Capitalization                                                       
21     Notes to Financial Statements                                        
30     Auditor's Report                                                     
31     Shareholders' Information                                            
IBC     Corporate Information                                                 

SERVICE AREA                                                                    

[MAP]                                                                           

SAULT STE. MARIE                                                                
ST. IGNACE                                                                      
MANISTIQUE                                                                      

ESELCO, Inc., is a Sault Ste. Marie, Michigan-based holding company formed in   
1989. Edison Sault Electric Company (the Company), ESELCO's primary subsidiary, 
is an electric utility that serves more than 21,000 residential, commercial, and
industrial customers throughout Michigan's Eastern Upper Peninsula.             

Edison Sault Electric Company's ability to generate and sell low-cost           
hydroelectric power allows its customers to enjoy some of the lowest electric   
rates in the United States. The Company's hydro plant, a registered historical  
engineering landmark, and the United States Army Corps of Engineers hydro plant 
are the principal sources of generation of this low-cost power.                 

Northern Tree Service, Inc., is also a subsidiary of ESELCO, Inc. Northern Tree 
Service provides tree trimming, right-of-way clearing, and tree removal services
to Edison Sault Electric Company, other utilities, municipalities, and private  
individuals throughout the Upper Peninsula and Northern Lower Michigan.         

Cloverland Electric Cooperative is Edison Sault Electric Company's largest      
wholesale customer. Cloverland Electric and Edison Sault share several operating
facilities that enable both utilities to be more cost effective in the          
distribution of electricity to their respective customers.                      

The Board of Directors of ESELCO, Inc., is committed to strategies and goals    
that fulfill the needs of its shareholders and its customers. The effective use 
of operational, financial, and human resources combined with quality customer   
service is the best way to meet those requirements.                             

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FINANCIAL HIGHLIGHTS                                                            

                                                        · Enlarge/Download Table

for the Year Ended December 31                                 1996           1995    % Change 
-----------------------------------------------------------------------------------------------
                                                                                               
FINANCIAL DATA                                                                                 
Total Operating Revenues (thousands) . . . . . . . . . .   $   37,500     $   36,845        2% 
Net Income Available for Common Stock (thousands). . . .   $    2,798     $    2,365       18% 
Return on Average Common Equity. . . . . . . . . . . . .         14.5%          13.3%       9% 
COMMON STOCK DATA (1)                                                                          
Earnings per Share . . . . . . . . . . . . . . . . . . .   $     1.85     $     1.61       15% 
Dividends declared per Share . . . . . . . . . . . . . .   $     1.07     $     1.00        7% 
Book Value per Share (2) . . . . . . . . . . . . . . . .   $    13.99     $    12.70       10% 
Average Shares Outstanding . . . . . . . . . . . . . . .    1,510,907      1,469,112        3% 
Average of the December 31 Bid/Ask                                                             
  Price per Share at Year-end. . . . . . . . . . . . . .   $    25.38     $    23.75        7% 


(1)retroactively adjusted for stock dividends                                   
(2)excluding Unearned Compensation--ESOP & Restricted Stock Bonus Plan          

BOOK VALUE AND                                                                  
MARKET PRICE VALUE OF                                                           
COMMON STOCK AT YEAR-END                                                        
dollar price per share                                                          

[GRAPH]                                                                         

17.33 9.74  20.67 9.96  23.38 10.78  23.25 11.71  23.75 12.40  25.38 13.13      
'91         '92         '93          '94          '95          '96      

COMMON STOCK OF THE COMPANY HAS AVERAGED A 1.9 MULTIPLE OF BOOK VALUE OVER THE  
LAST SIX YEARS, WELL ABOVE THE INDUSTRY AVERAGE OF 1.4.                         

EARNINGS PER SHARE                                                              
AND DIVIDENDS DECLARED                                                          
dollars and cents                                                               

[GRAPH]                                                                         

1.29 0.84  1.34 0.87  1.41 0.91  1.52 0.94  1.61 1.00  1.85 1.07                
'91        '92        '93        '94        '95        '96                

CONSISTENT EARNINGS GROWTH HAS ENABLED THE COMPANY TO INCREASE DIVIDENDS OVER   
EACH OF THE LAST SIX YEARS (ADJUSTED FOR STOCK DIVIDENDS AND A 3-FOR-2 STOCK    
SPLIT EFFECTIVE MAY 3, 1993).                                                   

                                                                               1
                                                                    ESELCO, Inc.

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LETTER TO SHAREHOLDERS                                                          

"...WE LOOK FORWARD TO CONTINUING THE ROLE OF A LOW-COST PROVIDER..."           

RATE OF RETURN ON                                                               
AVERAGE COMMON                                                                  
EQUITY                                                                          

[GRAPH]                                                                         

13.7   13.6   13.6   13.5   13.3   14.5                                         
'91    '92    '93    '94    '95    '96                                          

CONTINUOUS IMPROVEMENTS IN PRODUCTIVITY AND CAREFUL VIGILANCE OVER EXPENSES HAVE
ALLOWED THE COMPANY TO ENJOY CONSISTENTLY HIGH RETURNS.                         

We are pleased to report our financial results for 1996 that build upon a string
of years of strong financial performance since the early 1980's. Net income     
increased $433,000, or 18%, to a new record high of $2,798,000, compared to     
$2,365,000 in 1995. Earnings per average common share increased 15%, to $1.85,  
compared to $1.61 in 1995. These numbers reflect an increase of 42,000 in the   
average shares outstanding due to additional shares issued through our Dividend 
Reinvestment Plan, a Restricted Stock Plan, and the 3% stock dividend paid in   
May of 1996. Return on average common equity was 14.5%, as compared to 13.3% in 
1995.                                                                           

The year 1996 had many successes. The major one was the final settlement with   
the United States Environmental Protection Agency (EPA) at Manistique Harbor in 
Manistique, Michigan. Our settlement resulted in a cash payment to the EPA of   
$3.2 million and relieves this Company of any future liability related to the   
Manistique Harbor PCB contamination. This settlement agreement was signed on    
December 31, 1996. Finally, after more than three years, this issue was         
concluded. It is a proper business expense which will be deducted for federal   
income tax purposes on our 1996 return. Further discussion of this subject can  
be found in the Notes to the Financial Statements.                              

Here are some additional highlights of 1996 which, just as in previous years,   
will provide the basis for our continued success in 1997:                       

-   Implementation of the transmission agreement with Wisconsin Electric Power  
Company and Upper Peninsula Power Company continues. Project construction is    
underway and is now expected to be completed in mid-1998 if a final route plan  
can be agreed to by the end of 1997.                                            

-   Because of this transmission agreement and our ability to bring competition 
to the power supply business, we enjoyed the first year of a two-year contract  
with American Electric Power which significantly reduced a portion of our       
purchased power cost. This contract along with a price cap order, which we      
received in the fall of 1995 and initially implemented during 1996, were the    
major reasons for our increase in earnings as outlined above. This agreement is 
even more valuable when you consider that total hydro output was 13 million     
kilowatt-hours below budget due to down time of a major unit at the U.S.        
Government Hydro Plant.                                                         

-   As the year came to a close, we executed two contracts with Consumers Power 
Company that will assist our operating income in the years ahead. The first was 
a new power supply agreement which is not only competitive, but gives us        
additional flexibility in scheduling power supply needs in the future years. The
second was the agreement to purchase two submarine cables currently owned by    
Consumers Power Company at our interconnection at the Straits of Mackinac. We   
currently own four of the Strait's six cables, and this purchase will allow us  
to stabilize purchased power cost in succeeding years.                          

1996 Annual Report                                                              

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-   We have continuously emphasized that the important reason for our success   
is the cooperation and dedication of our employees as they implement our budget 
objectives each year. This year was another year of success in the area of      
control of expenses. For example, our canal remediation project reached a stage 
of completion as we performed two years' work in a one-year period, resulting in
substantial savings due to decreased mobilization expenses and increased        
efficiency.                                                                     

While our earnings are impressive, we expect significant increases in expenses  
associated with our transmission tie to the west and the write-off of the EPA   
settlement.                                                                     

As 1996 drew to a close and we began 1997, the most significant change for      
ESELCO, Inc., was the decision by the Board of Directors to explore the         
possibility of a business combination. Subsequently, we hired an outside        
consultant to evaluate, on an independent basis, the value of this fine Company.
We are currently in preliminary discussions with several interested parties.    
Shareholders will be kept informed as information can be made public.           

We are proud of our financial record and the ability to share our success with  
our shareholders. At the March 13, 1997, meeting our Board of Directors declared
a quarterly dividend on common stock of 28 CENTS per share. In addition, the    
Board declared a 3% stock dividend. Both dividends are payable May 15, 1997, to 
shareholders of record at the close of business May 1, 1997.                    

With confidence in the management team and employees, we look forward to        
continuing the role of a low-cost provider that also gives reliable service to  
its customers and continues to earn the confidence of its shareholders with     
continued strong results.                                                       

We encourage you to fully review the text of this report that explains in       
greater detail some of the comments made above. We invite you to contact us     
personally or in writing if you have any questions.                             

Sincerely,                                                                      

/s/ Thomas S. Nurnberger               /s/ William R. Gregory                   

Thomas S. Nurnberger                   William R. Gregory                       
Chairman of the Board and              President and Chief                      
Chief Policy Officer                   Executive Officer                        

/s/ Donald Sawruk                                             

Donald Sawruk                                                 
Executive Vice President and Chief Operating Officer          

[PHOTOGRAPH]                                                                    

THOMAS S. NURNBERGER, CHAIRMAN OF THE BOARD AND CHIEF POLICY OFFICER; WILLIAM R.
GREGORY, PRESIDENT AND CHIEF EXECUTIVE OFFICER; DONALD SAWRUK, EXECUTIVE VICE   
PRESIDENT AND CHIEF OPERATING OFFICER                                           

                                                                               3
                                                                    ESELCO, Inc.

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POWER IN PARTNERSHIPS                                                           

REVENUE SOURCES                                                                 
(dollars in millions)                                                           

[GRAPH]                                                                         

Resale        $4.4      12%                                                     
Other         $1.2       3%                                                     
Commercial    $13.9     37%                                                     
Residential   $9.7      26%                                                     
Industrial    $8.3      22%                                                     

COMMERCIAL REVENUES PROVIDE A SOLID BASE OF OPERATING PROFIT AND THE            
OPPORTUNITIES FOR FUTURE GROWTH.                                                

KILOWATT-HOUR SALES BY RATE CLASS                                               
(000's omitted)                                                                 

[GRAPH]                                                                         

Resale        166,818   21%                                                     
Other          42,448    5%                                                     
Commercial    213,593   27%                                                     
Residential   158,315   20%                                                     
Industrial    213,052   27%                                                     

KWHR SALES FOR RESALE INCREASED 10% DURING 1996.                                

REVENUE                                                                         

The sale of electricity by Edison Sault Electric Company (the Company) generates
the primary source of revenue for ESELCO, Inc. Total operating revenue for 1996 
was $37,500,000, an increase of $655,000, or 2%, over 1995 revenue. The major   
increase in revenue came from the Company's principal resale customer,          
Cloverland Electric Cooperative, as this resale revenue increased $321,000, or  
8%, over 1995.                                                                  

Revenue from sales to the commercial customer group was up 2%, or $268,000, over
1995. Residential revenue increased 2%, or $140,000, over the previous year.    
Revenue on sales to the Company's four industrial customers was unchanged during
1996. This was primarily due to a rate reduction to the Company's largest       
industrial customer, Manistique Papers, Inc. This rate reduction went into      
effect in May 1996. With this rate reduction, the Company also reached a five-  
year sales agreement with Manistique Papers, Inc. to be their sole provider of  
electric service. Revenue on sales to others, primarily government agencies,    
decreased 5% from 1995 levels.                                                  

ELECTRIC SALES                                                                  

Kilowatt-hour (kwhr) sales for 1996 were up 3%, or 25.4 million kwhr, over 1995.
Total energy sales for 1996 were 794.2 million kwhrs.                           

Total sales to Cloverland Electric Cooperative during 1996 were 205 million     
kwhrs, an increase of 8% over 1995. This increase was driven mainly by the      
opening of a refurbished correctional facility by the Michigan Department of    
Corrections in Newberry. A major building expansion to their casino gaming      
operations by the Bay Mills Tribe of Chippewa Indians in Brimley also made a    
noticeable impact on sales to this resale customer.                             

Following a 4% increase in 1995, commercial energy sales for 1996 rose 2% over  
1995. Sales to the large commercial customer class and the small commercial     
customer class were 90.1 million and 103.6 million kwhr, respectively. Two large
customers experienced a delay in becoming operational during 1996, which caused 
sales to this customer group to grow modestly during the year. These facilities 
are now fully operational and will have an impact on commercial sales for 1997. 
Electric sales to the commercial heating and air-conditioning customers, which  
are principally the motel and hotel industry, were up 5% during 1996.           

Residential sales, primarily due to higher individual use per customer,         
experienced a 2% rise during 1996. While total heating degree days for 1996 were
over 1995 and the 30-year average, the last quarter of 1996 was remarkably warm.
Total heating degree days for the last three months of 1996 were 9% under 1995  
and 2% under the 30-year average for the same period. This unusually warm fourth
quarter influenced sales to the residential customer group.                     

Industrial energy sales increased 1% during 1996 to reach 213.0 million kwhrs.  
Sales to Michigan Limestone Operations, a limestone quarry operation, rose 5%.  
This is the second consecutive year that sales to this customer have risen by   
5%. Energy                                                                      

1996 Annual Report                                                              

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consumption to the other stone quarry served by the Company, Specialty Minerals,
Inc., increased 4% over 1995. This follows an 8% increase in 1993 and a 9%      
increase in sales in 1994. Manistique Papers, Inc., the Company's largest       
industrial customer, increased usage by 1.2 million kwhr, or 1%, over 1995.     
Manistique Papers, Inc., initiated planning on a new project for 1997. This     
project will have an impact on sales to this major customer.                    

Energy sales to others, which includes government facilities under contract for 
services, increased by 3% over 1995 sales.                                      

MANISTIQUE PAPERS, INC.-- MORE THAN A PARTNER                                   

Kruger, Inc., a Montreal, Quebec, Canada-based forest product firm, owns        
Manistique Papers, Inc. (MPI), which is located in Manistique. MPI is the only  
paper mill in North America that uses 100% recycled magazines for its pulp. The 
paper company's product mix includes newsprint, form bond for computer paper,   
tray liner paper for the fast food industry, offset paper for the magazine      
advertising inserts, and envelope paper.                                        

Traditionally, a large portion of MPI's product mix has been the production of  
newsprint. Competition in the newsprint market has made it difficult for MPI to 
compete effectively with more modern production facilities. In response, the    
paper company recently announced that due to "compelling market needs" of its   
customers, it will increase its presence in the specialty paper market. The     
paper company announced that it will enlarge its Manistique facility and install
new equipment that will expand its capabilities to produce quality specialty    
paper. Providing new and competitively-priced quality products in response to   
market needs is an important step toward securing the future of MPI.            

Manistique Papers is uniquely sensitive to service interruptions. Edison Sault  
personnel closely monitor the paper company's requirements and continuously     
evaluate plans to maintain reliable service to their operations. The double     
circuit 138 kv transmission line, scheduled for construction during 1998, is a  
major commitment by Edison Sault to strengthen the system's reliability and     
capability of service to Manistique Papers and the surrounding area.            

Cost is also an important consideration for MPI, as they compete in a highly    
competitive global market. Edison Sault has recognized this and responded by    
developing a competitive rate agreement that allows Edison Sault to provide     
exclusive electrical service to Manistique Papers through the year 2002.        

Being responsive to the needs of customers is critical to the future success of 
both Manistique Papers and Edison Sault. Both companies are confident they can  
meet the challenge of providing superior service to their customers.            

[PHOTOGRAPH]                                                                    

MANISTIQUE PAPERS, INC.                                                         

LEIF CHRISTENSEN, PRESIDENT AND GENERAL MANAGER, AND JON JOHNSON, PLANT ENGINEER

"MANISTIQUE PAPERS AND EDISON SAULT ARE PARTNERS IN EACH OTHER'S SUCCESS.       
RELIABLE, LOW-COST ELECTRIC SERVICE IS JUST ONE ELEMENT THAT ALLOWS US TO       
PROVIDE NEW, HIGH QUALITY PAPER PRODUCTS AT A PRICE THE MARKETPLACE DEMANDS.    
THIS CREATES VALUE THAT WILL INSURE OUR SUCCESS."                               

                                                                               5
                                                                    ESELCO, Inc.

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POWER IN PLANNING                                                               

"WE ARE PUTTING MUCH EMPHASIS ON IMPROVING EXISTING OPERATIONS TO BE SUCCESSFUL 
IN THE FUTURE."                                                                 

EXPENSES--                                                                      
"HOW IT WAS SPENT"                                                              
(dollars in millions)                                                           

[GRAPH}                                                                         

Reinvested         $1.2      3%                                                 
Purchased Power                                                                 
and Water        $19.8     53%                                              
Other Operations                                                                
and Maintenance  $2.1      6%                                               
Dividends          $1.6      4%                                                 
Depreciation and                                                                
Interest         $4.1      11%                                              
Wages and Benefits $5.9      16%                                                
Taxes              $2.8      7%                                                 

TAKING ADVANTAGE OF THE COMPETITIVE POWER SUPPLY MARKET, THE COMPANY REDUCED ITS
LARGEST EXPENSE, PURCHASED POWER AND WATER, BY 3% DURING 1997.                  

ENGINEERING & OPERATIONS REPORT                                                 

The central Upper Peninsula transmission line was high on our priority list of  
key projects in 1996. This line, when completed, will provide Edison Sault a    
connection to the western transmission grid in Wisconsin, resulting in greater  
system reliability and new sources of power.                                    

A significant change in the scope of the transmission project was approved by   
the Company in 1996 to provide further improvements to the system's reliability 
and capabilities. We decided to construct a double circuit 138 kv transmission  
line instead of the planned single circuit line. The dual events of signing a   
letter of intent with Wisconsin Electric to purchase 20 Mw of power beginning in
1998 and the execution of a contract with Manistique Papers (our largest        
customer) that guarantees they will be our customer until 2002, justified this  
decision.                                                                       

Early in 1996, the proposed route of the transmission line met with strong      
opposition from affected property owners. All activities in the field were      
suspended for several months because of this action. Subsequently, a Route      
Advisory Committee was created with representatives from each township, the     
National Forest Service, the Michigan Department of Natural Resources, and the  
project sponsors. The responsibility given to the Committee was to investigate  
various route alternatives. The Committee was to recommend a route that best    
balanced the needs and concerns of the property owners, electric utilities, and 
the public.                                                                     

Direct involvement of representatives of the property owners was important to   
make a route selection. The Committee was forceful in expressing the property   
owners' desire for the route to transverse state and federal lands rather than  
private properties. On Edison Sault's portion, the route of the transmission    
line selected by the Committee will now affect only 16 private landowners versus
99 landowners on the original route.                                            

The overall delay caused by the route selection process will result in the      
planned September 1997 completion date being extended to July 1998.             

OTHER MAJOR PROJECTS                                                            

The Company accomplished other major projects in 1996 on our voltage conversion 
program designed to improve the quality of service at the distribution level.   
Upgrading of the South Side Circuit in Sault Ste. Marie and the circuits in the 
Engadine area provided the opportunity to retire two of our oldest substations. 

On Mackinac Island, our line crews replaced the overhead cable structures that  
provide electric power to the Island with underground facilities. This was the  
last of four projects scheduled under a 1991 franchise agreement with the       
Mackinac Island Park Commission to improve the aesthetics of our electrical     
facilities.                                                                     

1996 Annual Report                                                              

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Based on a comprehensive study by Harza Engineering Company, Edison Sault       
embarked on a comprehensive plan to rehabilitate structural problems associated 
with the floor and embankments of the hydro plant power canal. The total project
plan was originally bid for completion over a six-year period at a cost of $3.1 
million. As a result of careful management and innovative construction          
techniques, the project was accelerated and completed in four years at a cost of
$2.8 million.                                                                   

FUTURE OPERATIONAL CHALLENGES                                                   

In these challenging and competitive times, we are putting much emphasis on     
improving existing operations to be successful in the future. In conjunction    
with the retirement of one of our Manistique meter readers, we will implement a 
method of cost containment called Bimonthly Meter Reading. Beginning on January 
1, 1997, we will read all meters in the Manistique Division, except major       
accounts, every other month with an estimated reading rendered for those months 
we do not read the meter.                                                       

We purchased two new bucket trucks and implemented one-person trouble call      
procedures to improve productivity and customer service. The Company implemented
programs to provide cross-training of our Line, Meter, and Electrical Department
employees for greater flexibility and productivity.                             

We are also reviewing the possibility of an alliance agreement with one of our  
major distributors to improve our purchasing and materials management systems.  

The Company put a new Outage Report Management System into operation in 1996.   
Lake Superior State University students designed this system as a student       
project. When we receive an outage call, the computerized system retrieves key  
customer information to help in handling and analyzing the trouble.             

A COOPERATIVE COMMUNITY PARTNERSHIP                                             

Lake Superior State University (LSSU), established in 1946, is located in Sault 
Ste. Marie, Michigan, and has a student enrollment of more than 3,300 students  
in both undergraduate and graduate degree programs. LSSU has a long and rich    
tradition of offering technical programs in many diverse disciplines, including 
engineering (electrical, electronic, mechanical, and robotics), nursing, medical
technology, criminal justice, fire science, and fish and wildlife management.   

Edison Sault can take special pride in LSSU's growth because it has helped      
foster this growth through cooperative education programs. Today, LSSU is one of
Edison Sault's largest customers, and we include many Edison Sault employees    
among LSSU's alumni. Together the two institutions serve as an example of how   
cooperation and teamwork can provide positive results and make the community and
region a better place.                                                          

[PHOTOGRAPH]                                                                    

LAKE SUPERIOR STATE UNIVERSITY                                                  

DR. ROBERT ARBUCKLE,PRESIDENT, LAKE SUPERIOR STATE UNIVERSITY                   

"FOR YEARS, EDISON SAULT HAS BEEN A MODEL TO THE COMMUNITY FOR ITS LEADERSHIP   
ROLE IN THE COMMUNITY THAT IT SUPPORTS. THE COMPANY'S PARTNERSHIP WITH LAKE     
SUPERIOR STATE UNIVERSITY IS JUST ONE EXAMPLE. THEIR SUPPORT INCLUDES ASSISTANCE
IN THE CONSTRUCTION OF STUDENT FACILITIES; HIRING OF STUDENTS IN COOPERATIVE    
EDUCATION PROGRAMS; AND THE NATIONALLY-RECOGNIZED AQUATIC RESEARCH LABORATORY.  
WE LOOK FORWARD TO MANY MORE YEARS OF PRODUCTIVE PARTNERSHIP."                  

                                                                               7
                                                                    ESELCO, Inc.

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POWER IN WORKING TOGETHER                                                       

SAULT STE. MARIE TRIBE OF CHIPPEWA INDIANS                                      

BERNARD BOUSCHOR, TRIBAL CHAIRMAN, SAULT STE. MARIE TRIBE OF CHIPPEWA INDIANS   

"THE SAULT STE. MARIE TRIBE IS COMMITTED TO THE ADVANCEMENT OF OPPORTUNITIES    
THAT WILL ENHANCE THE QUALITY OF LIFE FOR ALL ITS MEMBERSHIP. EDISON SAULT HAS  
BEEN RESPONSIVE AND SUPPORTIVE TO OUR NEEDS AS WE CONTINUE TO BE AN ECONOMIC    
FORCE THROUGHOUT THE STATE AND REGION."                                         

[PHOTOGRAPH]                                                                    

The Sault Ste. Marie Tribe of Chippewa Indians, based in Sault Ste. Marie, has  
grown dramatically beyond the bounds of its local origins. Casino gaming        
activities continue to be the core of the Soo Tribe's business activities with  
casinos in Sault Ste. Marie, St. Ignace, Manistique, Hessel, and Christmas,     
Michigan. With Michigan voter approval in November 1996, they may be allowed to 
expand their gaming enterprises into the City of Detroit.                       

The Soo Tribe is keenly aware of the need to broaden their business             
opportunities outside the gaming industry. They have actively pursued other     
commercial ventures throughout Michigan and Canada to diversify their           
opportunities. The Tribe currently has interests in 17 non-gaming businesses.   

For 1995, Tribal business generated more than $325 million. The Tribe now       
employs more than 2,950 employees, making it Northern Michigan's single largest 
employer.                                                                       

The Tribe has made significant efforts in human services and recreation         
activities. With the 1995 completion of the Health Care Center in Sault Ste.    
Marie, tribal members now have first-class health care facilities available to  
meet their full health needs. They have also initiated an emergency walk-in     
clinic with War Memorial Hospital in Sault Ste. Marie.                          

The 150,000-square-feet "Big Bear" Arena, formally opened to the public in      
October 1996, is Northern Michigan's largest sports and fitness complex. Besides
a National Hockey League-sized ice rink and an Olympic-sized ice rink, the arena
offers health, recreation, and fitness programs to all area youth and adults.   
The Tribe has actively contributed to recreational opportunities and facilities 
in other areas and communities where they have a presence.                      

Proper planning assistance and coordination of services have been key to        
addressing the Tribe's needs as they develop. Edison Sault personnel give close 
attention to the Tribe's operational plans to insure the reliability and        
capability of their service. Because of their growth and development, the       
Company is making significant system enhancements that will provide additional  
options to maximize the service to the Tribe's growing facilities.              

We recognize the need and importance of supporting the Tribe with the operation 
of its facilities. Consultive assistance has become an integral part of the     
total service package that the Company provides. The Sault Ste. Marie Tribe of  
Chippewa Indians and Edison Sault Electric are partners in opportunities and    
improvements that will make a difference to those they serve.                   

1996 Annual Report                                                              

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AREA AT A GLANCE                                                                

Michigan's Eastern Upper Peninsula experienced another sound year in tourism and
commerce. For decades, this region has been a destination point for summer      
visitors to enjoy pristine scenery and recreational opportunities. In recent    
years, the growth and development of winter-related activities now attract a new
group of visitors to the region on a year-round basis.                          

A major attraction in Sault Ste. Marie is the Soo Locks on the St. Marys River. 
The Detroit District Corps of Engineers operates and maintains this facility.   
Since 1971, the first year the Corps made records available, more than 13.3     
million people have visited the Locks to observe vessels passing through the    
lock system. The Soo Locks averages more than 10,000 passages annually of boats 
of different types, size, and nationalities. The primary commodities that they  
transport through the Locks are taconite pellets for the steel industry, grain, 
and western coal.                                                               

Mackinac Island, between Lake Michigan and Lake Huron in the Straits of         
Mackinac, is internationally known for its unique charm and history which dates 
to its original settlement by Father Jacques Marquette in 1670. The Mackinac    
Island Chamber of Commerce estimates that as many as 15,000 tourists per day    
visit this summer getaway where motorized vehicles are forbidden. Mackinac      
Island State Park, a major island attraction, was originally recognized as the  
second oldest national park in the United States. The federal government turned 
the park over to the State of Michigan in 1895, and it became Michigan's first  
state park.                                                                     

The International Bridge, between the twin Soo's of Michigan and Ontario,       
Canada, continues to be a bridge of commerce. The number of bridge crossings in 
1996 reflected 3,231,000 vehicles entering Sault Ste. Marie, Michigan, a slight 
increase over 1995. Canadian trade has become an integral segment of the local  
economy. The majestic Mackinac Bridge, which joins Michigan's two peninsulas,   
experienced another record of vehicle crossings, clearly showing the strength of
tourism in the Upper Peninsula. In 1996, 4,625,000 vehicles crossed this bridge,
a 1% increase over 1995.                                                        

The State of Michigan, operating four correctional facilities and two prison    
camps, has become a mainstay of area employment. With the 1996 opening of       
another correction facility in Newberry, Michigan, the area's state correctional
system now employs more than 2,000 people.                                      

Soo Plastics and Hoover Precision Products, both in Sault Ste. Marie, have      
announced plans to expand their manufacturing facilities during 1997. Other     
manufacturers, such as Olofsson Corporation and Wohlert Products, continue to   
develop new product lines and successfully compete for new business             
opportunities. Wood product firms like Winlock Veneer and JAS Veneer are        
established quality suppliers to the building industry.                         

We actively support both businesses and other economic opportunities that will  
enhance the quality of life for those who live throughout Michigan's Eastern    
Upper Peninsula.                                                                

"...PARTNERS IN OPPORTUNITIES AND IMPROVEMENTS THAT WILL MAKE A DIFFERENCE TO   
THOSE THEY SERVE."                                                              

COMPARISON--                                                                    
ESE'S RETAIL RATE                                                               
VS. THE NATIONAL AVERAGE                                                        
(average cents per Kilowatt-hour)                                               

[GRAPH]                                                                         
ESE    Nation (Investor-owned Utilities)            
Residential   6.11                  8.80                                        
Commercial    6.49                  7.86                                        
Industrial    3.90                  4.92                                        

CUSTOMERS OF EDISON SAULT ELECTRIC CONTINUE TO ENJOY RETAIL RATES THAT ARE      
SIGNIFICANTLY LOWER THAN THE NATIONAL AVERAGE. RETAIL RATES HAVE BEEN CAPPED    
THROUGH THE YEAR 2001.                                                          

(SOURCE: EDISON ELECTRIC INSTITUTE)                                             

                                                                               9
                                                                    ESELCO, Inc.

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POWER IN SATISFACTION                                                           

TOTAL CUSTOMER SATISFACTION                                                     

Satisfied customers are the Company's best investment for future success. As    
measured by the 1996 EDISON SAULT ELECTRIC COMPANY CUSTOMER SURVEY, conducted by
the Lake Superior State University's Center for Social Research, the Company    
should enjoy continued success in the years ahead. According to survey results, 
91% of the respondents gave Edison Sault a "very favorable" to "favorable"      
rating of the services that we provide. This approval rating is consistent with 
the previous CUSTOMER SURVEY completed in 1989. This is well above the 76%      
national average approval ratings of public utilities as surveyed by the Edison 
Electric Institute.                                                             

Edison Sault Electric's customers said they appreciated employee courtesy when  
they experienced direct contact with the Company, whether it was under emergency
 circumstances or general business activities. We received the following comment
from an Edison Sault customer:                                                  

"Whenever I have the opportunity to have contact with Edison employees, they    
have been extremely courteous, helpful, and professional."                      

Continued employee focus on customer satisfaction by addressing their needs will
insure that the Company meets underlying goals of business and financial        
success.                                                                        

EMPLOYEE RETIREMENT                                                             
ROBERT W. KEIPER                                                                

Robert began his career with Edison Sault Electric Company on January 4, 1956,  
in the Meter Department and then transferred to the Line Department. In 1976, he
transferred to the System Control Department at the hydro plant. Robert         
transferred in 1993 to the St. Ignace Division as the Distribution Supervisor   
and retired from that position in 1996.                                         

[PHOTOGRAPH]                                                                    
Robert W. Keiper                                                                

MARY L. BURNS                                                                   

Mary started part-time reading meters in the rural area of the Manistique       
Division. In 1977, she accepted the position of full-time Meter Reader in       
Manistique. Mary retired from Edison Sault in early 1997.                       

[PHOTOGRAPH]                                                                    
Mary L. Burns                                                                   

JAMES M. MCDONALD                                                               

James started at Edison Sault Electric Company working in the Operation and     
Maintenance Departments of the hydro plant. For a year, he worked as a Meter    
Reader. James returned to the Maintenance Department at the hydro plant in 1991,
where he worked until his retirement in 1996. (no photo available)              

JAMES L. YEACK                                                                  

In 1971, James came to work in the Maintenance Department at the hydro plant.   
During his career at Edison Sault Electric Company, he worked in the Stores     
Department and Meter Department. Before his retirement in 1996, he returned to  
the position of Repairman in the Maintenance Department at the hydro plant. (no 
photo available)                                                                

1996 Annual Report                                                              

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SELECTED OPERATING STATISTICS FOR EDISON SAULT ELECTRIC                         

                                                        · Enlarge/Download Table

                                                                         1996      1995      1994      1993      1992      1991   
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                  
Net Generation, Purchases and Sales                                                                                               
 (Thousands of kilowatt-hours)                                                                                                    
 Net Generation:                                                                                                                  
   Hydro (1) . . . . . . . . . . . . . . . . . . . . . . . . . .        356,456   336,775   354,954   367,118   382,224   337,269 
   Diesel. . . . . . . . . . . . . . . . . . . . . . . . . . . .            (59)       83       (61)      172       (41)      (36)
   Purchases from Other Utilities. . . . . . . . . . . . . . . .        482,518   473,912   420,784   376,077   338,056   350,732 
                                                                       --------  --------  --------  --------  --------  -------- 
     Total . . . . . . . . . . . . . . . . . . . . . . . . . . .        838,915   810,770   775,677   743,367   720,239   687,965 
   Losses and Unaccounted for. . . . . . . . . . . . . . . . . .         42,617    39,898    38,164    35,756    33,563    32,128 
   Company Use . . . . . . . . . . . . . . . . . . . . . . . . .          2,072     2,026     1,977     2,158     1,947     1,521 
                                                                       --------  --------  --------  --------  --------  -------- 
     Electricity Sold. . . . . . . . . . . . . . . . . . . . . .        794,226   768,846   735,536   705,453   684,729   654,316 
                                                                       --------  --------  --------  --------  --------  -------- 
 Sales:                                                                                                                           
   Residential . . . . . . . . . . . . . . . . . . . . . . . . .        158,315   155,818   153,004   150,487   144,203   139,577 
   Commercial. . . . . . . . . . . . . . . . . . . . . . . . . .        213,593   209,491   200,913   188,415   173,141   168,647 
   Industrial. . . . . . . . . . . . . . . . . . . . . . . . . .        213,052   210,113   193,176   184,308   190,004   175,459 
   Firm Sales to Other Utilities . . . . . . . . . . . . . . . .        163,692   152,270   143,558   132,378   127,288   129,322 
   Negotiated                                                                                                                     
     Government Accounts . . . . . . . . . . . . . . . . . . . .         40,016    38,603    42,312    46,749    47,481    38,522 
   Street Lighting . . . . . . . . . . . . . . . . . . . . . . .          2,432     2,551     2,573     2,569     2,546     2,557 
                                                                       --------  --------  --------  --------  --------  -------- 
     Total Firm Customer Sales . . . . . . . . . . . . . . . . .        791,100   768,846   735,536   704,906   684,663   654,084 
   Non-Firm Sales to Other Utilities (Including Excess                                                                            
    Hydro Sales)(2). . . . . . . . . . . . . . . . . . . . . . .          3,126         0         0       547        66       232 
                                                                       --------  --------  --------  --------  --------  -------- 
     Total Sales . . . . . . . . . . . . . . . . . . . . . . . .        794,226   768,846   735,536   705,453   684,729   654,316 
                                                                       --------  --------  --------  --------  --------  -------- 
Peak Demand. . . . . . . . . . . . . . . . . . . . . . . . . . .        130,820   128,324   129,182   126,092   113,152   109,317 
                                                                       --------  --------  --------  --------  --------  -------- 
Number of Customers (Average)                                                                                                     
 Residential . . . . . . . . . . . . . . . . . . . . . . . . . .         17,893    17,719    17,405    17,153    16,919    16,756 
 Commercial. . . . . . . . . . . . . . . . . . . . . . . . . . .          3,137     3,097     3,072     3,026     2,964     2,921 
 Industrial. . . . . . . . . . . . . . . . . . . . . . . . . . .              4         4         4         4         4         4 
 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             41        42        42        42        42        44 
                                                                       --------  --------  --------  --------  --------  -------- 
     Total Customers . . . . . . . . . . . . . . . . . . . . . .         21,075    20,862    20,523    20,225    19,929    19,725 
                                                                       --------  --------  --------  --------  --------  -------- 
Number of Full-Time Employees. . . . . . . . . . . . . . . . . .             88        90        91        91        93        93 
                                                                       --------  --------  --------  --------  --------  -------- 
Customers Per Employees. . . . . . . . . . . . . . . . . . . . .            239       232       226       222       214       212 
                                                                       --------  --------  --------  --------  --------  -------- 
Average Annual Use and Revenue                                                                                                    
 Per Residential Customers:                                                                                                       
   Kilowatt-hour . . . . . . . . . . . . . . . . . . . . . . . .          8,848     8,794     8,791     8,773     8,523     8,330 
   Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . .       $    540  $    538  $    535  $    525  $    491  $    488 
   Revenue per Kilowatt-hour . . . . . . . . . . . . . . . . . .       6.11CENTS 6.11CENTS 6.08CENTS 5.98CENTS 5.76CENTS 5.86CENTS
 Per Commercial Customer:                                                                                                         
   Kilowatt-hour . . . . . . . . . . . . . . . . . . . . . . . .         68,088    67,643    65,401    62,265    58,415    57,736 
   Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . .       $  4,419  $  4,390  $  4,216  $  4,022  $  3,632  $  3,571 
   Revenue per Kilowatt-hour . . . . . . . . . . . . . . . . . .       6.49CENTS 6.49CENTS 6.45CENTS 6.46CENTS 6.22CENTS 6.19CENTS


(1) Includes the output of 18 megawatt U.S. Government Hydro Plant which is     
purchased net of generation requirements for Sault Locks complex operation.     

(2) Represents sales of hydro energy generated in excess of need in period of   
low consumer demand.                                                            

                                                                              11
                                                                    ESELCO, Inc.

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ESELCO, INC.                                                                    
SIX-YEAR RESULTS OF OPERATIONS                                                  

                                                        · Enlarge/Download Table


for the Year Ended December 31                           1996         1995          1994        1993           1992       1991    
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                  
(Thousands of Dollars)                                                                                                            
CONSOLIDATED STATEMENT OF INCOME                                                                                                  
OPERATING REVENUES . . . . . . . . . . . . . . .      $   37,500   $   36,845   $   35,260   $   33,573   $   30,292   $   29,070 
                                                      ----------   ----------   ----------   ----------   ----------   ---------- 
OPERATING EXPENSES                                                                                                                
 Purchased power . . . . . . . . . . . . . . . .          18,851       19,531       18,279       17,051       14,771       14,025 
 Other operations and maintenance expenses . . .           8,886        8,148        8,511        8,506        7,557        7,164 
 Depreciation and amortization . . . . . . . . .           2,614        2,499        2,308        2,171        2,059        2,139 
 Property and other taxes. . . . . . . . . . . .           1,556        1,560        1,470        1,568        1,650        1,566 
 Income taxes. . . . . . . . . . . . . . . . . .           1,247        1,117          983          766          760          676 
                                                      ----------   ----------   ----------   ----------   ----------   ---------- 
   Total operating expenses. . . . . . . . . . .          33,154       32,855       31,551       30,062       26,797       25,570 
                                                      ----------   ----------   ----------   ----------   ----------   ---------- 
   Net operating income. . . . . . . . . . . . .           4,346        3,990        3,709        3,511        3,495        3,500 
OTHER DEDUCTIONS--NET. . . . . . . . . . . . . .           1,548        1,625        1,509        1,513        1,630        1,717 
                                                      ----------   ----------   ----------   ----------   ----------   ---------- 
NET INCOME AVAILABLE FOR COMMON STOCK. . . . . .      $    2,798   $    2,365   $    2,200   $    1,998   $    1,865   $    1,783 
                                                      ----------   ----------   ----------   ----------   ----------   ---------- 
COMMON STOCK (A)                                                                                                                  
 Average Shares Outstanding. . . . . . . . . . .       1,510,907    1,469,112    1,446,848    1,418,390    1,395,872    1,383,795 
                                                      ----------   ----------   ----------   ----------   ----------   ---------- 
 Earnings Per Share. . . . . . . . . . . . . . .      $     1.85    $    1.61    $    1.52    $    1.41    $    1.34    $     1.29
                                                      ----------   ----------   ----------   ----------   ----------   ---------- 
 Year End Shares Outstanding . . . . . . . . . .       1,540,592    1,481,104    1,457,328    1,434,830    1,403,764    1,390,025 
                                                      ----------   ----------   ----------   ----------   ----------   ---------- 
 Book Value of Common Stock. . . . . . . . . . .      $    13.13    $   12.40    $   11.71    $   10.78    $    9.96    $     9.74
                                                      ----------   ----------   ----------   ----------   ----------   ---------- 
 Annual Dividends                                                                                                                 
   Declared Per Share (a). . . . . . . . . . . .      $     1.07    $    1.00    $    0.94    $    0.91    $    0.87    $     0.84
                                                      ----------   ----------   ----------   ----------   ----------   ---------- 
SELECTED BALANCE SHEET DATA                                                                                                       
 Net Utility Plant . . . . . . . . . . . . . . .      $   44,983   $   43,481   $   42,692   $   40,828   $   39,429   $   38,940 
                                                      ----------   ----------   ----------   ----------   ----------   ---------- 
 Total Assets. . . . . . . . . . . . . . . . . .      $   57,156   $   55,322   $   51,070   $   47,900   $   46,592   $   45,471 
                                                      ----------   ----------   ----------   ----------   ----------   ---------- 
 Capitalization:                                                                                                                  
   Common Equity . . . . . . . . . . . . . . . .      $   20,235   $   18,364   $   17,071   $   15,470   $   13,984   $   13,539 
   Long-Term Debt                                                                                                                 
     (Less current maturities) . . . . . . . . .          16,898       13,936       12,566       13,607       14,040       14,577 
                                                      ----------   ----------   ----------   ----------   ----------   ---------- 
     Total . . . . . . . . . . . . . . . . . . .      $   37,133   $   32,300   $   29,637   $   29,077   $   28,024   $   28,116 
                                                      ----------   ----------   ----------   ----------   ----------   ---------- 
 Long-Term Deferred                                                                                                               
   Tax Credits . . . . . . . . . . . . . . . . .      $    5,328   $    4,140   $    4,021   $    3,847   $    5,308   $    5,289 
                                                      ----------   ----------   ----------   ----------   ----------   ---------- 
 Notes Payable . . . . . . . . . . . . . . . . .      $    1,119   $    3,652   $    4,495   $    3,475   $    1,628   $    1,548 
                                                      ----------   ----------   ----------   ----------   ----------   ---------- 
 Capitalization Percentages:                                                                                                      
   Common Equity . . . . . . . . . . . . . . . .              54%          57%          58%          53%          50%          48%
   Long-Term Debt                                                                                                                 
     (Less current maturities) . . . . . . . . .              46%          43%          42%          47%          50%          52%
                                                      ----------   ----------   ----------   ----------   ----------   ---------- 
     Total . . . . . . . . . . . . . . . . . . .             100%         100%         100%         100%         100%         100%
                                                      ----------   ----------   ----------   ----------   ----------   ---------- 
RETURN ON COMMON EQUITY                                                                                                           
 Average . . . . . . . . . . . . . . . . . . . .            14.5%        13.3%        13.5%        13.6%        13.6%        13.7%
                                                      ----------   ----------   ----------   ----------   ----------   ---------- 
 Year-end. . . . . . . . . . . . . . . . . . . .            13.8%        12.9%        12.9%        12.9%        13.3%        13.2%
                                                      ----------   ----------   ----------   ----------   ----------   ---------- 


(a) Retroactively adjusted for stock dividends.                                 

12                                                                              
1996 Annual Report                                                              

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ESELCO, INC.                                                                    
MANAGEMENT'S DISCUSSION AND ANALYSIS                                            

CORPORATE STRUCTURE                                                             

ESELCO, Inc. (ESELCO), is the parent holding company of Edison Sault Electric   
Company (Edison Sault), ESEG, Inc. (ESEG), and Northern Tree Service, Inc.      
(NTS). Edison Sault (Company) is engaged in the generation, purchase,           
transmission, and sale of electric energy. NTS, its tree trimming subsidiary,   
began operation in May of 1990. Edison Sault is the principal operating         
subsidiary of ESELCO and accounts for the major share of ESELCO's total assets, 
revenues, and income. Therefore, the following discussion and analysis deal     
primarily with the operations of Edison Sault Electric Company.                 

SALES, EXPENSES, AND INCOME                                                     

For the year 1996, total kilowatt-hour sales and revenue increased 3% and 2%,   
respectively, over 1995. Resale kwhr sales and revenue increased by 8% in 1996. 

Residential kwhr sales and revenue increased 2% over 1995. The average number of
residential customers and use per customer increased 1% during 1996.            

Commercial sales and revenue increased 2% during 1996 due to a 1% increase in   
customers and use per customer.                                                 

Industrial sales increased 1% in 1996. Sales to Michigan Limestone, Specialty   
Minerals, and Manistique Papers increased 5%, 4%, and 1%, respectively. Sales in
1996 to Lakehead Pipe Line, Inc., were approximately equal to 1995 sales. Total 
1996 revenue from the industrial customers was approximately equal to 1995      
levels due to a rate reduction to Manistique Papers during 1996.                

During 1995, kwhr sales and operating revenues increased 5% over 1994. Sales to 
the industrial, commercial, and residential customer classes increased 9%, 4%,  
and 2%, respectively, during this period. Total revenue increased as a result of
the net increase in sales and an increase in purchased power revenue.           

Total hydro plant output increased 6% during 1996 due to an increase in water   
available for hydro generation. Power purchased from other utilities increased  
2% in 1996 due to increased requirements. Purchased power expense in 1996 was   
down 3% as a result of purchases from a lower-cost supplier for part of the     
Company's requirements. During 1995, purchased power requirements increased by  
13% due to a decrease in hydro output and increased requirements. Purchased     
power expense increased 7% in 1995 as a result of increased requirements which  
were partially offset by decreased costs from the U.S. Government hydro plant.  

Other operations and maintenance expenses increased 9% over 1995. Payroll and   
associated employee benefit costs increased approximately 9% in 1996. Pension   
expense increased as a result of improvements made to the Bargaining Unit       
Pension Plan and changes in actuarial assumptions. In addition, employee benefit
expense increased as a result of the Restricted Stock Plan that was approved by 
shareholders in 1996. The Plan is discussed in more detail in the Notes to the  
Financial Statements.                                                           

Fuel and water expense increased 16% as a result of increased water lease       
payments made to the U.S. Government. The water lease payments increased due to 
a larger quantity of water being available for hydro generation and higher      
rates.                                                                          

Major maintenance expense increased 20%, largely as a result of increased       
maintenance expense associated with the Manistique diesels.                     

Depreciation and amortization increased 5% in 1996 due to an increase in        
depreciable assets. Income taxes increased 12% in 1996 as a result of higher    
taxable income.                                                                 

During 1995, other operation and maintenance expenses decreased 4% from 1994    
figures. Payroll and associated benefit costs increased 1% in 1995 due to       
increases in employee benefit costs. The increase in payroll and                
employee benefit costs was offset by decreases in other expenses. Depreciation  
and amortization expense increased 8% during 1995 due to an increase in         
depreciable assets and increased rates as approved by the Michigan Public       
Service Commission (MPSC). Income taxes increased substantially in 1995 as a    
result of higher taxable income.                                                

Based on the previously described changes, earnings per common share restated   
for stock dividends increased by 15% in 1996, as compared with a 6% increase for
1995.                                                                           

RATES AND REGULATORY MATTERS                                                    

On August 22, 1995, Edison Sault filed an application with the MPSC for         
authority to implement price cap regulation. In the application, the Company    
proposed that its base rates be capped at present levels, that its existing     
Power Supply Cost Recovery (PSCR) factor be rolled into base rates, and that its
existing PSCR Clause be suspended. The Company published the required notice of 
opportunity to comment or request a hearing. No comments were received, and on  
September 21, 1995, the MPSC approved the Company's application, subject to the 
modification that the Company gives 30 days notice rather than two weeks notice 
for rate decreases and that the Company file an application by October 1, 2000, 
to address its experience under the price cap mechanism. With the latter        
modification, the price cap authorization represents an experimental regulatory 
mechanism. The order also allows Edison Sault to file an application seeking an 
increase in rates only under extraordinary circumstances.                       

On October 23, 1995, the Attorney General for the State of Michigan filed an    
intervention and petition for rehearing in the Company's Price Cap Order. The   
Attorney General's intervention was based on the grounds that the MPSC did not  
have authority to approve price cap regulation. On December 21, 1995, the MPSC  
rejected the Attorney General's petition for rehearing. On January 19, 1996, the

                                                                              13

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ESELCO, INC.                                                                    

MANAGEMENT'S DISCUSSION AND ANALYSIS                                            

Attorney General filed an appeal with the Michigan Court of Appeals.            

Legal counsel for the Company believes that the Attorney General's appeal is    
without merit and that the Company will prevail. A decision in this case is     
not expected until mid-1997. The Company implemented the Price Cap Order on     
January 1, 1996.                                                                

In light of the Price Cap Order and other potential changes in the industry, the
Company continually reviews the applicability of accounting under SFAS 71. As   
previously stated, the Price Cap Order is a five-year experimental regulatory   
mechanism containing language allowing Edison Sault to seek rate relief for     
costs incurred under extraordinary circumstances. In addition, final            
implementation of the plan is subject to resolution of the Attorney General's   
appeal. Based on a current evaluation of the factors affecting the applicability
of SFAS 71, the Company has determined that it is currently appropriate to      
continue accounting in accordance with SFAS 71.                                 

In the event the Company was to discontinue accounting under SFAS 71, the       
accounting impact would be an extraordinary after-tax non-cash charge to        
earnings in an amount represented largely by any unamortized net regulatory     
assets existing at that point in time. The Company's regulatory assets and      
liabilities are shown in Note B to the Financial Statements.                    

LIQUIDITY AND CAPITAL COMMITMENTS                                               
INVESTING ACTIVITIES                                                            

ESELCO invested $4,266,000 in net property, plant, and equipment in 1996.       
Included in this amount is approximately $840,000 related to the rebuilding of  
the hydro canal in Sault Ste. Marie. During 1995, approximately $482,000 was    
invested in this project. In addition to investments in net property, plant, and
equipment, $3,510,000 was spent to resolve the environmental issue discussed    
under Environmental Matters.                                                    

For the three-year period ending December 31, 1996, Edison Sault made a net     
investment of $12,024,000 in property, plant, and equipment.                    

CAPITAL REQUIREMENTS                                                            

In October 1994, Edison Sault entered a construction and joint use agreement    
with Wisconsin Electric Power Company, Upper Peninsula Power Company, and       
Cloverland Electric Cooperative. This agreement specifies each party's          
responsibility in the construction of a new transmission line from Arnold,      
Michigan, to Manistique, Michigan. Edison Sault continues to plan for the       
construction of this new line. This project has an expected completion date of  
mid-1998. Edison Sault expects that its share of the cost of this project will  
be approximately $9.0 million with approximately $3.2 million of this being     
spent in 1997. During 1996, $460,000 was invested in the new 138 kv interconnect
project.                                                                        

In December 1996, the Company signed a purchase agreement with Consumers Power  
Company for the purchase of a 138 kv submarine circuit across the Straits of    
Mackinac. Since 1990 Edison Sault had leased these cables at an annual net lease
cost of approximately $466,000. The purchaser of the cables is ESEG, a wholly-  
owned subsidiary of ESELCO, Inc. ESEG has not previously been an active         
subsidiary of ESELCO. ESEG will lease the cables to Edison Sault under an       
operating lease arrangement. The purchase and lease are subject to approval by  
the Federal Energy Regulatory Commission (FERC). The cost of the purchase when  
consummated in 1997 will be approximately $3.8 million.                         

CASH PROVIDED BY OPERATING                                                      
AND FINANCING ACTIVITIES                                                        

For the year ended December 31, 1996, cash provided by operating activities     
totaled $6,932,000. Included in the figure for cash provided from operating     
activities is an increase in deferred taxes of approximately $1.0 million due,  
in large part, to tax matters relating to the timing of the expenditures made in
settlement of the environmental matter discussed elsewhere. After payment of    
dividends, internal sources of funds provided 68% of the capital requirements   
during 1996 and 70% of the capital requirements for the three-year period ending
December 31, 1996. ESELCO paid dividends of $1,634,000 in 1996 which represented
a 58% payout ratio. For the three-year period ending December 31, 1996, ESELCO  
paid out $4,465,000 in dividends, or a 61% dividend payout ratio.               

During 1996, Edison Sault borrowed $3.2 million under a bank term loan          
agreement. The proceeds of this loan were used for payment to the U.S.          
Environmental Protection Agency in settlement of the issue discussed under      
environmental matters. In addition, ESEG has arranged bank secured term loan    
financing for its planned acquisition of the 138 kv submarine cables described  
above.                                                                          

Edison Sault has authority to issue up to $10 million in short-term obligations.
Included in this authority is a line of credit in the amount of $4 million at   
the prime rate. In addition, Edison Sault has authority to issue short-term     
thrift notes to Michigan residents. The Company's short-term financing          
requirements relate primarily to financing customer accounts receivable,        
unbilled revenues resulting from cycle billing, and capital expenditures until  
permanently financed. At December 31, 1996, the Company had approximately $7.6  
million of unused bank line of credit and additional energy thrift note         
authority. These two sources of short-term financing have been sufficient to    
meet the Company's short-term capital requirements.                             

ESELCO's shareholders reinvested approximately $711,000 through the Dividend    
Reinvestment Plan (DRP) in 1996. For the three-year period ending December 31,  
1996, the DRP provided approximately $1.8 million of capital.                   

14                                                                              

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ESELCO, INC.                                                                    

MANAGEMENT'S DISCUSSION AND ANALYSIS                                            

Edison Sault also has authority to issue up to $10 million in Long-term Energy  
Thrift Notes to Michigan residents. At December 31, 1996, there were $6,895,000 
of Long-term Energy Thrift Notes outstanding, of which $5,355,000 are classified
as long-term debt on the statement of financial position.                       

At December 31, 1996, the Company's long-term debt from First Mortgage Bonds    
totaled $7,995,000. The First Mortgage Bonds are secured by the utility plant of
Edison Sault. At December 31, 1996, there was approximately $10.4 million of    
unutilized bond financing capability resulting from plant additions and bond    
retirements.                                                                    

At December 31, 1996, there was approximately $13.5 million of long-term        
credit available under the Company's First Mortgage Bond Indentures and         
Long-term Energy Thrift Note authorization.                                     

CAPITAL STRUCTURE                                                               

ESELCO has maintained a relatively high ratio of common equity to total         
capitalization as a result of its earnings growth, dividend reinvestment plan,  
and low payout ratio. At December 31, 1996, common equity represented 49% of    
total capitalization, including current maturities of long-term debt and short- 
term debt. The ratio of common equity to total capitalization is relatively high
as compared with the rest of the industry and as such represents a fairly       
conservative capital structure.                                                 

THE CAPITAL STRUCTURE OF ESELCO IS ILLUSTRATED BELOW:                           

Capitalization at December 31                     1996      1995      1994      
--------------------------------------------------------------------------      
Common equity                                      49%       49%       48%      
Long-term debt (Including                                                       
current maturities)                           48%       41%       39% 
Short-term debt                                     3%       10%       13%      
                                           ---       ---       ---
Total                                             100%      100%      100%      

With ESELCO's unutilized short and long-term financing sources and its          
relatively conservative capital structure, ESELCO believes it is well positioned
to finance its future capital requirements.                                     

ENVIRONMENTAL MATTERS                                                           

In 1993, Edison Sault received notification from the U.S. Environmental         
Protection Agency (U.S. EPA) that it was being named a "Potentially Responsible 
Party" at the Manistique River/ Harbor Area of Concern (AOC) in Manistique,     
Michigan. There were a number of other potentially responsible parties, some of 
whom have been notified by the U.S. EPA.                                        

The U.S. EPA, in conjunction with the Michigan Department of Natural Resources, 
identified the Manistique River and Harbor as an "Area of Concern" (AOC) due to 
PCBs which have been found in that area. An Environmental Engineering/Cost      
Analysis (EECA) was submitted to the U.S. EPA which provided an analysis of     
various methods of remediation for the harbor. The EECA presented six           
alternatives of remediation action and ultimately recommended a remediation     
method of in-place capping. Management believed this to be the most prudent     
course of action. Although the total ultimate cost of specific remedial action  
and Edison Sault's potential liability were not known at that time, management  
had estimated Edison Sault's minimum cost of this remedy to be $2.9 million.    
That figure represented an increase of $1.9 million from the amount recorded    
during 1994. Certain other expenditures for investigation of any necessary      
remedial action were incurred and are reflected in the accompanying financial   
statements. Future costs related to this issue are not expected to have a       
material impact on Edison Sault's financial position or future results of       
operations.                                                                     

During 1995 and 1996, the U.S. EPA agreed to allow the PRPs to remediate the    
harbor through in-place capping at a total cost of $6.4 million, with the Edison
Sault portion costing $3.2 million. Through further negotiations, the U.S. EPA  
and the PRPs agreed to a cash-out settlement whereby the PRPs would pay to the  
U.S. EPA the $6.4 million cost of capping for the right to be absolved from any 
future legal actions concerning PCB pollution. To effect this settlement, an    
Administrative Order on Consent was executed by all parties in December 1996,   
with payments made to the U.S. EPA prior to year-end 1996.                      

To date, Edison Sault has incurred a total cost of $3.6 million on this project.
Edison Sault has retained legal assistance to start a process of recovering     
these costs through several insurance entities. The certainty and magnitude of  
insurance recovery are unknown at this time.                                    

Edison Sault believes that the costs discussed above, including the payment to  
the U.S. EPA to be relieved of future liability, are a legitimate cost of doing 
business and would be recoverable through utility rates. Further, in November   
1993, the MPSC issued an order authorizing Edison Sault to defer and amortize,  
over a period not to exceed 10 years, environmental assessment and remediation  
costs associated with the Manistique River AOC. Therefore, Edison Sault has     
recorded a regulatory asset in the amount of $3.2 million, plus unreimbursed    
cost of $300,000, for a total of $3.5 million, which the Company will begin     
amortizing in 1997.                                                             

OTHER MATTERS                                                                   

On January 23, 1997, ESELCO issued a press release stating that it is in the    
preliminary stages of discussion with possible acquirors. It also stated that   
these discussions have been exploratory in nature and have not resulted in a    
letter of intent or other agreement in principle and, thus, there can be no     
assurance that any acquisition will be consummated.                             

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ESELCO, INC.                                                                    
CONSOLIDATED STATEMENT OF INCOME                                                

for the Year Ended December 31            1996          1995          1994      
------------------------------------------------------------------------------  

OPERATING REVENUES                     $37,499,931   $36,844,488   $35,260,292  
                                     -----------   -----------   -----------
OPERATING EXPENSES                                                              

Operation--Purchased power           $18,851,035   $19,531,448   $18,279,172
         --Other                       6,743,273     6,164,031     6,408,682
Maintenance                            2,142,159     1,983,348     2,102,781
Depreciation and amortization          2,614,395     2,498,773     2,307,787
Property and other taxes               1,556,351     1,560,496     1,470,238
Income taxes                           1,247,196     1,116,784       982,627
                                     -----------   -----------   -----------

   Total operating expenses          $33,154,409   $32,854,880   $31,551,287
                                     -----------   -----------   -----------

   Net operating income              $ 4,345,522   $ 3,989,608   $ 3,709,005
                                     -----------   -----------   -----------

OTHER INCOME (DEDUCTIONS), NET         $   (47,594)  $   (68,773)  $   (31,114) 
                                     -----------   -----------   -----------

INTEREST CHARGES                                                                

Interest on long-term debt           $ 1,367,387   $ 1,243,954   $ 1,258,301
Other interest                           132,456       311,915       219,182
                                     -----------   -----------   -----------

   Total interest charges            $ 1,499,843   $ 1,555,869   $ 1,477,483
                                     -----------   -----------   -----------

NET INCOME                             $ 2,798,085   $ 2,364,966   $ 2,200,408  
                                     -----------   -----------   -----------
                                     -----------   -----------   -----------
EARNINGS PER AVERAGE SHARE OF                                                   
COMMON STOCK (a)                     $      1.85   $      1.61   $      1.52
                                     -----------   -----------   -----------
                                     -----------   -----------   -----------
CASH DIVIDENDS DECLARED                                                         
PER SHARE OF COMMON STOCK (a)        $      1.07   $      1.00   $      0.94
                                     -----------   -----------   -----------
                                     -----------   -----------   -----------

AVERAGE COMMON SHARES OUTSTANDING (a)    1,510,907     1,469,112     1,446,848  
                                     -----------   -----------   -----------
                                     -----------   -----------   -----------

(a) Retroactively adjusted for stock dividends.                                 
( ) Denotes deduction.                                                          

See notes to financial statements.                                              

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ESELCO, INC.                                                                    
CONSOLIDATED STATEMENT OF FINANCIAL POSITION                                    

for the Year Ended December 31                            1996          1995    
--------------------------------------------------------------------------------
ASSETS                                                                          
  ELECTRIC PLANT, at original cost                    $ 71,802,321  $ 68,027,994
     Less-Accumulated depreciation                      29,671,038    27,465,011
                                                      ------------  ------------
                                                      $ 42,131,283  $ 40,562,983
     Asset acquired under capital lease                  2,851,622     2,917,609
                                                      ------------  ------------
                                                      $ 44,982,905  $ 43,480,592
                                                      ------------  ------------
CURRENT ASSETS:                                                             
     Cash                                             $    293,883  $    302,845
     Accounts receivable, less reserve of $32,000        2,999,783     3,396,213
     Unbilled revenue                                    1,693,826     1,789,655
     Materials and supplies, at average cost             1,148,046     1,191,419
     Prepayments                                         1,966,932     1,765,406
                                                      ------------  ------------
                                                      $  8,102,470  $  8,445,538
                                                      ------------  ------------
OTHER ASSETS:                                                               
     Debt expense, being amortized                    $     28,972  $     38,018
     Regulatory asset                                    3,510,181     2,850,000
     Other                                                 531,193       508,106
                                                      ------------  ------------
                                                      $  4,070,346  $  3,396,124
                                                      ------------  ------------
                                                      $ 57,155,721  $ 55,322,254
                                                      ------------  ------------
                                                      ------------  ------------

STOCKHOLDERS' INVESTMENT AND LIABILITIES                                        

CAPITALIZATION (See Statement):                                             
     Common equity                                    $ 20,234,722  $ 18,363,998
     Preferred stock                                             0             0
     Long-term debt (less current portion)              16,898,187    13,935,889
                                                      ------------  ------------
                                                      $ 37,132,909  $ 32,299,887
                                                      ------------  ------------
OTHER NONCURRENT LIABILITIES:                                               
     Obligation under capital lease                   $  2,775,905  $  2,851,622
     Other                                                       0     2,850,000
                                                      ------------  ------------
                                                      $  2,775,905  $  5,701,622
                                                      ------------  ------------
CURRENT LIABILITIES:                                                        
     Notes payable                                    $  1,119,000  $  3,652,000
     Current portion of long-term debt                   2,877,323     1,435,206
     Current portion of lease obligation                    75,717        65,987
     Accounts payable                                    2,143,082     2,121,036
     Dividends declared                                    415,960       373,873
     Accrued taxes                                       1,754,101     2,115,320
     Current deferred income taxes                          66,755        81,108
     Accrued interest                                      166,215       257,973
     Other                                                 270,116       243,993
                                                      ------------  ------------
                                                      $  8,888,269  $ 10,346,496
                                                      ------------  ------------
DEFERRED CREDITS:                                                           
     Deferred income taxes                            $  4,454,626  $  3,199,515
     Net regulatory liability                            1,193,526     1,292,861
     Unamortized investment tax credit                     873,181       940,998
     Other                                               1,837,305     1,540,875
                                                      ------------  ------------
                                                      $  8,358,638  $  6,974,249
                                                      ------------  ------------
                                                      $ 57,155,721  $ 55,322,254
                                                      ------------  ------------
                                                      ------------  ------------

See notes to financial statements.                                              

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ESELCO, INC.                                                                    
CONSOLIDATED STATEMENT OF CHANGES IN COMMON EQUITY                              

                                                        · Enlarge/Download Table


                                                       Common Stock                                                                 
                                                   ----------------------                                                   Total   
                                                                                Capital       Retained      Unearned       Common   
                                                    Shares        Amount        Surplus       Earnings    Compensation     Equity   
----------------------------------------------------------------------------------------------------------------------------------- 
                                                                                                                                    
Balance at January 1, 1994 . . . . . . . . . .     1,311,431    $   9,180    $ 11,721,959   $ 4,300,487   $  (561,994)  $15,469,632 

   3% Stock Dividend . . . . . . . . . . . . .        39,209          274         881,928      (889,224)                     (7,022)
   Common Stock issued under                                                                                                        
      Dividend Reinvestment Plan . . . . . . .        22,498          158         517,448                                   517,606 
   Net income. . . . . . . . . . . . . . . . .                                                2,200,408                   2,200,408 
   Unearned compensation                                                                                                            
      --ESOP . . . . . . . . . . . . . . . . .                                                                246,077       246,077 
   Cash Dividends--                                                                                                                 
      Common Stock,                                                                                                                 
         $.94 per share (a). . . . . . . . . .                                               (1,355,732)                 (1,355,732)
                                                  ----------    ---------    ------------   -----------   -----------   ----------- 

Balance at December 31, 1994 . . . . . . . . .     1,373,138    $   9,612    $ 13,121,335   $ 4,255,939   $  (315,917)  $17,070,969 

   3% Stock Dividend . . . . . . . . . . . . .        41,061          287         887,863      (894,585)                     (6,435)
   Common Stock issued under                                                                                                        
      Dividend Reinvestment Plan . . . . . . .        23,776          167         536,214                                   536,381 
   Net income. . . . . . . . . . . . . . . . .                                                2,364,966                   2,364,966 
   Unearned compensation                                                                                                            
      --ESOP . . . . . . . . . . . . . . . . .                                                               (126,454)     (126,454)
   Cash Dividends--                                                                                                                 
      Common Stock,                                                                                                                 
         $1.00 per share (a) . . . . . . . . .                                               (1,475,429)                 (1,475,429)
                                                  ----------    ---------    ------------   -----------   -----------   ----------- 

Balance at December 31, 1995 . . . . . . . . .     1,437,975    $  10,066    $ 14,545,412   $ 4,250,891   $  (442,371)  $18,363,998 

   3% Stock Dividend . . . . . . . . . . . . .        43,129          302       1,202,134    (1,210,551)                     (8,115)
   Common Stock issued under                                                                                                        
      Dividend Reinvestment Plan . . . . . . .        27,988          196         710,655                                   710,851 
   Net income. . . . . . . . . . . . . . . . .                                                2,798,085                   2,798,085 
   Unearned compensation                                                                                                            
      --ESOP & Restricted Stock                                                                                                     
      Bonus Plan . . . . . . . . . . . . . . .        31,500          220         878,000                    (874,477)        3,743 
   Cash Dividends--                                                                                                                 
      Common Stock,                                                                                                                 
         $1.07 per share (a) . . . . . . . . .                                               (1,633,840)                 (1,633,840)
                                                  ----------    ---------    ------------   -----------   -----------   ----------- 

Balance at December 31, 1996 . . . . . . . . .     1,540,592    $  10,784    $ 17,336,201   $ 4,204,585   $(1,316,848)  $20,234,722 
                                                  ----------    ---------    ------------   -----------   -----------   ----------- 
                                                  ----------    ---------    ------------   -----------   -----------   ----------- 

(a) Retroactively adjusted for stock dividends.                                 
( ) Denotes deduction.                                                          

See notes to financial statements.                                              

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ESELCO, INC.                                                                    
CONSOLIDATED STATEMENT OF CASH FLOW                                             

                                                        · Enlarge/Download Table


for the Year Ended December 31                                                            1996             1995             1994   
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                   
NET CASH FLOW FROM (USED BY)                                                                                                       
OPERATING ACTIVITIES                                                                                                               
   Net income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  2,798,085    $   2,364,966    $   2,200,408 
   Noncash expenses, revenue, losses and gains included in income                                                                  
      Depreciation and amortization. . . . . . . . . . . . . . . . . . . . . . . .     2,706,428        2,605,376        2,414,827 
      Deferred taxes and charge equivalent to                                                                                      
         investment tax credit, net of amortization. . . . . . . . . . . . . . . .     1,073,606           58,230          (77,343)
      Net decrease (increase) in receivables and unbilled revenue. . . . . . . . .       492,259         (805,148)        (227,875)
      Net decrease (increase) in materials and supplies and prepayments. . . . . .      (158,153)        (613,593)          55,597 
      Net increase (decrease) in accounts payable,                                                                                 
         accrued taxes, and other current liabilities. . . . . . . . . . . . . . .      (313,050)         181,086          159,816 
      Increase (decrease) in interest accrued, but not paid. . . . . . . . . . . .       (91,758)         (78,833)        (100,009)

      Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       424,411           83,626           (2,113)
                                                                                    ------------    -------------    ------------- 

         Net cash from operating activities. . . . . . . . . . . . . . . . . . . .  $  6,931,828    $   3,795,710    $   4,623,326 
                                                                                    ------------    -------------    ------------- 
INVESTING ACTIVITIES                                                                                                               
   Acquisition of property, plant, and equipment . . . . . . . . . . . . . . . . .  $ (4,296,974)   $  (3,494,997)   $  (4,371,649)
   Proceeds from disposals of property, plant, and equipment . . . . . . . . . . .        31,292           53,545           54,312 
   EPA payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    (3,510,181)               0                0 
                                                                                    ------------    -------------    ------------- 

         Net cash used by investing activities . . . . . . . . . . . . . . . . . .  $ (7,775,863)   $  (3,441,452)   $  (4,317,337)
                                                                                    ------------    -------------    ------------- 
FINANCING ACTIVITIES                                                                                                               
   Proceeds of short-term debt . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 10,274,000    $  16,752,000    $   6,937,000 
   Payments to settle short-term debt. . . . . . . . . . . . . . . . . . . . . . .   (12,807,000)     (17,594,500)      (5,917,000)
   Issuance of long-term debt, net . . . . . . . . . . . . . . . . . . . . . . . .     5,701,000        2,674,000          402,000 
   Payments on long-term debt. . . . . . . . . . . . . . . . . . . . . . . . . . .    (1,409,938)      (1,212,153)        (804,761)
   Proceeds from sale of common stock. . . . . . . . . . . . . . . . . . . . . . .       710,851          536,381          517,606 
   Dividends paid. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    (1,633,840)      (1,475,429)      (1,355,732)
                                                                                    ------------    -------------    ------------- 

         Net cash (used) provided by financing activities. . . . . . . . . . . . .  $    835,073    $    (319,701)   $    (220,887)
                                                                                    ------------    -------------    ------------- 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS . . . . . . . . . . . . . . .  $     (8,962)   $      34,557    $      85,102 

CASH AND CASH EQUIVALENTS                                                                                                          
   AT THE BEGINNING OF THE YEAR. . . . . . . . . . . . . . . . . . . . . . . . . .       302,845          268,288          183,186 
                                                                                    ------------    -------------    ------------- 

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR . . . . . . . . . . . . . . . . .  $    293,883    $     302,845    $     268,288 
                                                                                    ------------    -------------    ------------- 
                                                                                    ------------    -------------    ------------- 

   INTEREST PAID . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  1,644,511    $   1,637,731    $   1,378,932 
                                                                                    ------------    -------------    ------------- 
                                                                                    ------------    -------------    ------------- 

See notes to financial statements.                                              

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ESELCO, INC.                                                                    
CONSOLIDATED STATEMENT OF CAPITALIZATION                                        

                                                        · Enlarge/Download Table


for the Year Ended December 31                                     1996                      1995     
------------------------------------------------------------------------------------------------------
                                                         Amount          %           Amount        %  
                                                       ------------     ---       ------------    --- 
COMMON EQUITY                                                                                         
  COMMON STOCK, par value $.007 per share                                                             
                                                                                                      
                                1996      1995                                                        
                             ---------  ---------                                                     

    Authorized shares. . . . 3,000,000  3,000,000                                                     
                             ---------  ---------                                                     
                             ---------  ---------                                                     
    Outstanding shares . . . 1,540,592  1,437,975      $     10,784               $     10,066        
                             ---------  ---------                                                     
                             ---------  ---------                                                     

  Capital surplus. . . . . . . . . . . . . . . . .       17,336,201                 14,545,412        

  Retained earnings. . . . . . . . . . . . . . . .        4,204,585                  4,250,891        

  Unearned compensation--ESOP                                                                         
    and Restricted Stock Bonus Plan. . . . . . . .       (1,316,848)                  (442,371)       
                                                       ------------     ---       ------------        
                                                       $ 20,234,722      54%      $ 18,363,998     57%
                                                       ------------     ---       ------------        
PREFERRED STOCK, value $.01 per share,                                                                
  authorized 160,000 shares. . . . . . . . . . . .     $          0       0%      $          0      0%
                                                       ------------     ---       ------------        

LONG-TERM DEBT of subsidiaries (less current portion)                                                 
  First Mortgage Bonds:                                                                               
    Series D, 7.00%, due 1998. . . . . . . . . . .     $    855,000               $    867,000        
    Series F, 10.31%, due 2001 . . . . . . . . . .        1,200,000                  1,500,000        
    Series G, 10.25%, due 2009 . . . . . . . . . .        4,440,000                  4,810,000        
    Series H, 7.90%, due 2002. . . . . . . . . . .        1,500,000                  1,800,000        

  Energy Thrift Notes, 5.8%-10%, due 1997-2006 . .        5,355,000                  4,414,000        

  Equipment Loan, floating rate, due 1998. . . . .          147,786                    200,724        

  ESOP Loans of the Corporation,                                                                      
    floating rate, due 2000-2001 . . . . . . . . .          421,110                    344,165        

  Term Loan, floating rate, due 1999 . . . . . . .        2,979,291                          0        
                                                       ------------     ---       ------------        
                                                       $ 16,898,187      46%      $ 13,935,889     43%
                                                       ------------     ---       ------------    --- 
    TOTAL CAPITALIZATION . . . . . . . . . . . . .     $ 37,132,909     100%      $ 32,299,887    100%
                                                       ------------     ---       ------------    --- 
                                                       ------------     ---       ------------    --- 


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ESELCO, INC.                                                                    
NOTES TO FINANCIAL STATEMENTS                                                   

NOTE A                                                                          
ORGANIZATION                                                                    

The consolidated financial statements include the accounts of ESELCO, Inc.      
(ESELCO), and its wholly-owned subsidiaries, Edison Sault Electric Company      
(Edison Sault); ESEG, Inc. (ESEG); and Northern Tree Service, Inc. (NTS). Edison
Sault (Company) is engaged in the generation, purchase, transmission, and sale  
of electric energy in the Eastern Upper Peninsula of Michigan. NTS is a tree    
trimming subsidiary that began operation in May of 1990, but accounts for less  
than one percent of total consolidated operating revenues.                      

NOTE B                                                                          

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                      

The accounting records of Edison Sault are maintained in accordance with the    
Uniform System of Accounts prescribed by the Federal Energy Regulatory          
Commission (FERC) and the Michigan Public Service Commission (MPSC). The        
preparation of financial statements, in conformity with generally accepted      
accounting principles, requires management to make estimates that could differ  
from actual results.                                                            

UTILITY REGULATION                                                              

Edison Sault accounts for the effects of regulation under Statement of Financial
Accounting Standards (SFAS) 71, "Accounting for the Effects of Certain Types of 
Regulations." As a result, the actions of regulators affect when revenues,      
expenses, assets, and liabilities are recognized.                               

In accordance with SFAS 71, the Company capitalizes, as deferred regulatory     
assets, costs which are expected to be recovered in future utility rates. The   
Company also records, as deferred regulatory liabilities, costs which are to be 
paid in the future. These consist primarily of amounts related to the adoption  
of SFAS 109 and the environmental matter discussed in Note J.                   

RATES AND REGULATORY MATTERS                                                    

On August 22, 1995, Edison Sault filed an application with the MPSC for         
authority to implement price cap regulation. In the application, the Company    
proposed that its base rates be capped at present levels, that its existing     
Power Supply Cost Recovery (PSCR) factor be rolled into base rates, and that its
existing PSCR Clause be suspended. The Company published the required notice of 
opportunity to comment or request a hearing. No comments were received, and on  
September 21, 1995, the MPSC approved the Company's application subject to the  
modification that the Company gives 30 days notice rather than two weeks notice 
for rate decreases and that the Company file an application by October 1, 2000, 
to address its experience under the price cap mechanism. With the latter        
modification, the price cap authorization represents an experimental regulatory 
mechanism. The order also allows Edison Sault to file an application seeking an 
increase in rates only under extraordinary circumstances.                       

On October 23, 1995, the Attorney General for the State of Michigan filed an    
intervention and petition for rehearing in the Company's Price Cap Order. The   
Attorney General's intervention was based on the grounds that the MPSC did not  
have authority to approve price cap regulation. On December 21, 1995, the MPSC  
rejected the Attorney General's petition for rehearing. On January 19, 1996, the
Attorney General filed an appeal with the Michigan Court of Appeals.            

Legal counsel for the Company believes that the Attorney General's appeal is    
without merit and that the Company will prevail. A decision in this case is not 
expected until mid-1997. The Company implemented the Price Cap Order on         
January 1, 1996.                                                                

In light of the Price Cap Order and other potential changes in the industry, the
Company continually reviews the applicability of accounting under SFAS 71. As   
previously stated, the Price Cap Order is a five-year experimental regulatory   
mechanism containing language allowing Edison Sault to seek rate relief for     
costs incurred under extraordinary circumstances. In addition, final            
implementation of the plan is subject to resolution of the Attorney General's   
appeal. Based on a current evaluation of the factors affecting the applicability
of SFAS 71, the Company has determined that it is currently appropriate to      
continue accounting in accordance with SFAS 71. In the event the Company was    
to discontinue accounting under SFAS 71, the accounting impact would be an      
extraordinary after-tax non-cash charge to earnings in an amount represented    
largely by any unamortized net regulatory assets existing at that point in time.

THE FOLLOWING REGULATORY ASSETS AND (LIABILITIES) WERE REFLECTED IN THE         
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31:                                  

(Thousands of Dollars)                1996          1995              1994      
-----------------------------------------------------------------------------   
SAFS 109                                                                        
Regulatory assets . . . . . .   $     208      $      219        $     239
SAFS 109                                                                        
 Regulatory liability. . . . .      (1,401)         (1,512)          (1,576)
                                ---------      ----------        ---------
SAFS 109 Net                                                                    
 Regulatory liability. . . . .   $  (1,193)     $   (1,293)       $  (1,337)
Environmental Matter                                                            
Regulatory asset. . . . . . .       3,510           2,850            1,000
                                ---------      ----------        ---------
Total Net Regulatory                                                            
 Asset (Liability) . . . . . .   $   2,317      $    1,557        $    (337)
                                ---------      ----------        ---------
                                ---------      ----------        ---------

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ESELCO, INC.                                                                    
NOTES TO FINANCIAL STATEMENTS                                                   

In accordance with SFAS 71, the Company has recorded a capital lease on its     
statement of financial position and has been amortizing the capital lease asset 
over the life of the lease. If the Company did not account for this in          
accordance with SFAS 71, the asset value of the capital lease would be          
approximately $660,000 less than what is reflected on its statement of financial
position at December 31, 1996.                                                  

REVENUES                                                                        

Edison Sault records revenue monthly, as billed, on the basis of meter readings 
throughout the month and includes an estimate of unbilled revenue relative to   
power consumed from the meter reading date to the end of the month in the       
current month's revenue.                                                        

For the first two years presented (1994 and 1995), Edison Sault was able to     
recover changes in its power supply cost from its residential and commercial    
customers through its Power Supply Cost Recovery Clause. The clause provided for
an annual reconciliation of actual costs to projected costs and settlement of   
any over- or under-collection, both with interest. Edison Sault was able, on a  
monthly basis, to pass on to its industrial customers substantially all changes 
in its power supply costs from its suppliers, as it affects these customers.    

As previously discussed, Edison Sault implemented price cap regulation January  
1, 1996; and with this change, the PSCR clause was suspended.                   

Revenues resulting from sales to Cloverland Electric Cooperative represented    
approximately 13% of total revenues for 1996, 12% for 1995, and 13% for 1994.   
Revenues resulting from sales to Manistique Papers, Inc., represented           
approximately 12% of total revenues for each year presented.                    

Customer receivables, electric sales, and resale revenues arise from operations 
of Edison Sault which delivers electric energy to a diversified base of         
residential, commercial, and industrial customers within the eastern portion of 
Michigan's Upper Peninsula. Edison Sault continually reviews its customers'     
credit-worthiness and requests deposits or refunds deposits based on that       
review.                                                                         

UTILITY PLANT--ELECTRIC                                                         

Utility plant is stated at original cost, including engineering, material,      
labor, supervision, other related items, and an allowance for funds used during 
construction.                                                                   

Maintenance and repairs are charged to expense as incurred, while replacements  
and betterments are capitalized. Upon the sale or retirement of an asset, the   
original cost of the property retired, plus the cost of removal (less salvage)  
is charged to accumulated depreciation.                                         

Edison Sault depreciates the original cost of property                          
over its estimated useful life by the straight-line method                      
at composite rates approved by the MPSC. The composite                          
rate was approximately 3.8% for 1996 and 1995 and 3.6% for 1994.                

CASH AND CASH EQUIVALENTS                                                       

ESELCO considers all highly liquid investments with a maturity of three months  
or less when purchased to be cash equivalents. Other non-cash items relating to 
the capitalized lease totaled approximately $66,000 in 1996, $58,000 in 1995,   
and $50,000 in 1994.                                                            

OTHER                                                                           

In 1995, the FASB issued SFAS 121, "Accounting for the Impairment of Long-lived 
Assets and Long-lived Assets to be Disposed of." This statement imposed a       
stricter criterion for regulatory assets by requiring that such assets be       
probable of future recovery at each balance sheet date. The Company adopted this
standard on January 1, 1996. Adoption did not have an impact on the financial   
position or results of operations due to the regulatory structure set forth in  
the Price Cap Order previously discussed. This conclusion may change in the     
future as competitive factors influence pricing in this industry.               

22                                                                              

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ESELCO, INC.                                                                    
NOTES TO FINANCIAL STATEMENTS                                                   

NOTE C                                                                          
LONG-TERM DEBT                                                                  

ANNUAL SINKING FUND REQUIREMENTS ON FIRST MORTGAGE BONDS AND MATURITIES OF LONG-
TERM DEBT FOR EACH OF THE FIVE YEARS SUBSEQUENT TO DECEMBER 31, 1996, ARE:      

(Thousands of Dollars)                                                          
1997 . . . . . . . . . . . . . .   $   2,877                                    
1998 . . . . . . . . . . . . . .   $   3,863                                    
1999 . . . . . . . . . . . . . .   $   5,071                                    
2000 . . . . . . . . . . . . . .   $   1,299                                    
2001 . . . . . . . . . . . . . .   $   1,942                                    

Substantially all of Edison Sault's utility plant is pledged                    
as collateral for the First Mortgage Bonds.                                     

Edison Sault has authority to issue up to $10 million of Long-term Thrift Notes 
to Michigan residents.                                                          

The provisions of Edison Sault's bond indentures and the short-term line of     
credit agreement contain various covenants pertaining to the maintenance of debt
to equity ratios and the payment of dividends. Under the most restrictive of    
these covenants, the declaration of cash dividends by Edison Sault is restricted
to $600,000, plus net income available for common stock and capital             
contributions subsequent to January 1, 1992, after deducting all dividends paid 
on common stock. At December 31, 1996, $6,294,000 of Edison Sault's retained    
earnings are available for the declaration of dividends. There are no additional
restrictions on ESELCO's ability to pay dividends.                              

NOTE D                                                                          

STOCKHOLDERS' INVESTMENT                                                        
EARNINGS PER SHARE                                                              

Earnings per average share of common stock are computed on the basis of the     
weighted average number of common shares outstanding after giving retroactive   
effect to the 3% stock dividends in each year presented. Shares granted under   
the Restricted Stock Plan, which is described in Note H, have been included in  
the calculation of earnings per share for 1996.                                 

NOTE E                                                                          

SHORT-TERM BORROWING ARRANGEMENTS                                               

Edison Sault has authority to issue up to $10 million in short-term obligations.
Included in this authority, Edison Sault has available a line of credit in the  
amount of $4 million at the prime rate with a bank in its service area. In      
addition, Edison Sault has authority to issue Short-term Thrift Notes to        
Michigan residents. These notes mature one year from the date of issue, with    
interest at 2.5% to 3.0% below the New York prime rate, depending on the amount 
of the note. Included in notes payable at December 31, 1996, are $719,000 in    
thrift notes to Michigan residents.                                             

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ESELCO, INC.                                                                    
NOTES TO FINANCIAL STATEMENTS                                                   

NOTE F                                                                          

LEASES AND PURCHASED POWER AGREEMENTS                                           

Edison Sault's hydroelectric plant at Sault Ste. Marie is operated by the       
diversion of surplus waters of the St. Marys River. This surplus water is leased
under an agreement with the Secretary of the Army expiring in the year 2050.    
Annual rentals under this lease were $886,000 in 1996, $759,000 in 1995, and    
$754,000 in 1994, and are determined based on the amount of water used for power
generation. Edison Sault also leases certain office and computer equipment and  
vehicles for which gross rentals were $73,000 in 1996, $99,000 in 1995, and     
$121,000 in 1994 under agreements that extend up to six years.                  

Edison Sault purchased the output of a government-owned hydroelectric station in
Sault Ste. Marie, Michigan, under a contract which expires in the year 2040.    
Payments under the contract were $1,914,000 annually, with modifications to such
payments for power outages and the cost of designated repairs in excess of the  
federal share of such costs. Annual payments are subject to renegotiation every 
five years. During 1996, the Company renegotiated the annual payment for the    
five-year period starting in November of 1996. The new annual payment is        
$1,820,000.                                                                     

Edison Sault also purchases power from Consumers Power Company (Consumers) under
an agreement which expires in 2020, or 2010 under an early termination          
provision. Rates under the agreement provide for capacity and energy charges    
which are approved by the FERC. The cost of power purchased from Consumers      
totaled $12,875,000, $17,638,000, and $16,228,000 for 1996, 1995, and 1994,     
respectively.                                                                   

During 1996, Edison Sault reached agreement with Consumers on a new purchase    
power agreement which became effective January 1, 1997. Under this new          
agreement, Edison Sault will purchase 35 megawatts of firm power and a variable 
amount of interruptible power for a five-year period. After the initial five-   
year period, Edison is obligated to purchase a minimum of 20 megawatts of firm  
power through the contract term which remains the same as the previous          
agreement.                                                                      

During 1990, Edison Sault entered a 20-year capital lease with Consumers for two
138 kv cables across the Straits of Mackinac. ESEG has reached agreement with   
Consumers for the purchase of these cables at an approximate cost of $3.8       
million.  In turn, ESEG will lease these cables to Edison Sault under an        
operating lease arrangement. Both the purchase and lease of the cables are      
subject to FERC approval.                                                       

Effective January 1, 1996, Edison Sault began purchasing 20 Mw of firm capacity 
and energy from American Electric Power Company under the terms of two one-year 
contracts. This purchase replaced a portion of the capacity and energy that had 
been purchased under the wholesale contract with Consumers. The cost of this    
power, including transmission charges for use of Consumers' system in 1996, was 
$4,007,000.                                                                     

Commencing January 1, 1998, Edison Sault will purchase 20 megawatts of firm     
power from Wisconsin Electric Power Company under the terms of a 10-year        
agreement.                                                                      

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NOTE G                                                                          
ESELCO, INC.                                                                    

NOTES TO FINANCIAL STATEMENTS                                                   

INCOME TAXES                                                                    

THE FOLLOWING SUMMARIZES THE COMPONENTS OF INCOME TAX EXPENSE AND RECONCILES THE
STATUTORY FEDERAL INCOME TAX RATE TO THE EFFECTIVE RATE.                        

for the Year Ended December 31               1996           1995         1994   
------------------------------------------------------------------------------  
(Thousands of Dollars)                                                          
Income taxes--Currently payable. . . .   $     155       $  1,045      $ 1,058  
                                       ---------       --------      -------
      --Deferred--Depreciation . . .   $      50       $    103      $   145
                   Property taxes . .          15             13         (101)
                  EPA matter . . . .       1,193              0            0
                   Other, net . . . .         (98)            25          (49)
                                       ---------       --------      -------
                                        $   1,160       $    141      $    (5)
                                       ---------       --------      -------
Amortization of deferred investment                                             
tax credit. . . . . . . . . . . . . .   $     (68)      $    (69)     $   (70)
                                       ---------       --------      -------
Income taxes per statement of income .   $   1,247       $  1,117      $   983  
Allocated to other accounts. . . . . .         (31)           (38)         (14) 
                                       ---------       --------      -------
Total Income Taxes . . . . . . . . . .   $   1,216       $  1,079      $   969  
                                       ---------       --------      -------
Total Income Taxes Paid. . . . . . . .   $     645       $  1,045      $ 1,000  
                                       ---------       --------      -------
                                       ---------       --------      -------

                                                        · Enlarge/Download Table


for the Year Ended December 31                                    1996                 1995                       1994       
-----------------------------------------------------------------------------------------------------------------------------
(Thousands of Dollars)                                      Amount       %      Amount         %         Amount           %  
                                                           --------    ----    --------      ----       --------        ---- 
                                                                                                                             
Federal income tax at statutory rate . . . . . . . .       $  1,365    34.0%   $  1,171      34.0%      $  1,078        34.0%
Reduction in taxes resulting from--                                                                                          
   Capitalized costs deducted                                                                                                
      currently for tax purposes-. . . . . . . . . .             (1)    0.0%         (1)     0.0%             (1)       -0.1%
   Depreciation and pension differences- . . . . . .             32     0.8%         38      1.1%             31         1.0%
   Amortization of deferred investment tax credit. .            (68)   -1.7%        (69)     -2.0%           (70)       -2.2%
   Refund of excess deferred taxes                                                                                           
      resulting from reduction in tax rates- . . . .            (74)   -1.8%        (43)     -1.3%           (58)       -1.8%
   Other, net. . . . . . . . . . . . . . . . . . . .            (38)   -1.0%        (17)     -0.5%           (11)       -0.3%
                                                           --------    ----    --------      ----       --------        ---- 
Total Income Taxes . . . . . . . . . . . . . . . . .       $  1,216    30.3%   $  1,079      31.3%      $    969        30.6%
                                                           --------    ----    --------      ----       --------        ---- 
                                                           --------    ----    --------      ----       --------        ---- 


- Accounting treatment in accordance with regulatory commission policy.         

THE FOLLOWING SUMMARIZES THE PRINCIPAL COMPONENTS OF ESELCO'S DEFERRED TAX      
ASSETS (LIABILITIES)                                                            
for the Year Ended December 31               1996           1995         1994   
------------------------------------------------------------------------------- 
(Thousands of Dollars)                                                          
Property . . . . . . . . . . . . . . .   $  (3,454)      $ (3,305)     $ (3,158)
EPA Regulatory Asset . . . . . . . . .      (1,193)             0             0 
Property taxes . . . . . . . . . . . .        (210)          (196)         (183)
Other    . . . . . . . . . . . . . . .         336            220           231 
                                        ---------       --------      --------
   Total . . . . . . . . . . . . . . .   $  (4,521)      $ (3,281)     $ (3,110)
                                        ---------       --------      --------
Total Deferred Tax Assets. . . . . . .   $   2,243       $  2,183      $  2,188 
Total Deferred Tax Liabilities . . . .      (6,764)        (5,464)       (5,298)
                                        ---------       --------      --------
   Total . . . . . . . . . . . . . . .   $  (4,521)      $ (3,281)     $ (3,110)
                                        ---------       --------      --------
                                        ---------       --------      --------

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ESELCO, INC.                                                                    
NOTES TO FINANCIAL STATEMENTS                                                   

NOTE H                                                                          

PENSION PLAN AND OTHER BENEFITS                                                 

Edison Sault has two trusteed, noncontributory, defined benefit pension plans,  
covering substantially all management and bargaining unit employees. Annual     
retirement benefits are based upon the employee's years of service and          
compensation level. Edison Sault's funding policy is to contribute amounts to   
the plans sufficient to meet the minimum funding requirements set forth in the  
Employee Retirement Income Security Act of 1974, plus such additional amounts as
Edison Sault may determine to be appropriate from time to time.                 

The weighted average discount rate used in determining the actuarial present    
value of the projected benefit obligation for both plans was raised to 7.5% as  
of December 31, 1996. This change reduced the projected benefit obligation as of
December 31, 1996, by $641,000 for both plans. The plans' assets are invested   
primarily in listed debt and equity securities and ESELCO's common stock. At    
December 31, 1996, the pension plans held 51,000 shares of ESELCO common stock  
with a market value of $1,254,000. During 1996, $53,000 of dividends were paid  
on the shares held by the plans.                                                

THE PLANS' FUNDED STATUS AND EXPENSE AT DECEMBER 31, ARE AS FOLLOWS:            

                                              1996         1995       1994
------------------------------------------------------------------------------- 
(Thousands of Dollars)                                                          
Actuarial present value of benefit obligations:                                 

Vested Benefit Obligation . . . . . . . .  $  (9,032)  $   (8,857)        

                                  ---------   ----------
Accumulated Benefit Obligation. . . . . .  $  (9,887)  $   (9,692)        
                                  ---------   ----------
Projected benefit obligation. . . . . . .  $ (10,696)  $  (10,532)        
Plan assets at fair value. . . . . . . . . .      9,170        8,606            
                                  ---------   ----------
Projected benefit obligation                                                    
(in excess of) or less than plan assets .  $  (1,526)  $   (1,926)        
Unrecognized net loss. . . . . . . . . . . .        766          856            
Unrecognized net obligation at                                                  
January 1, net of amortization. . . . . .        634          942         
Additional liability . . . . . . . . . . . .       (592)        (958)           
                                  ---------   ----------
Net Pension (liability) Recognized                                              
in the Statement of Financial Position. .  $    (718)  $   (1,086)        
                                  ---------   ----------
Net pension expense combined for both plans,                                    
included the following components:                                        
Service cost-benefits earned during the                                         
 period. . . . . . . . . . . . . . . . . .  $     285   $      211   $   221
Interest cost on projected benefit                                              
 obligations . . . . . . . . . . . . . . .        755          680       648
Actual return on plan assets . . . . . . . .       (623)      (1,237)       32  
Net amortization and deferral. . . . . . . .        (32)         619      (642) 
                                            ---------   ----------   -------
Net Pension Expense. . . . . . . . . . . . .  $     385   $      273   $   259  
                                            ---------   ----------   -------
Rates used for calculation (%):                                                 
 Discount rate . . . . . . . . . . . . . .       7.5%         7.0%      8.0%
 Assumed rate of increase in salary levels   3.5-4.0%     3.5-4.0%      4.5%
 Expected long-term return on investments.       9.0%         9.0%      9.0%

Edison Sault accrues postretirement benefits (such as health care benefits)     
during the years an employee provides services in accordance with SFAS 106.     

The 1996 costs were calculated using the health care plan in effect January 1,  
1996. The accumulated postretirement benefit obligation was calculated by the   
actuary as of January 1, 1996, using a discount rate of 7.0%. Effective December
31, 1996, the discount rate used for valuing the accumulated postretirement     
benefit obligation was raised to 7.5%. The health care cost trend rate used by  
the actuary for the January 1, 1996, valuation was 10.6%, then decreasing       
gradually to 5.0% by the year 2004. The health care cost trend rate used by the 
actuary for the December 31, 1996, valuation was 9.4%, then decreasing gradually
to 5.0% by the year 2004. A 1% increase in the health care cost trend rate would
increase the accumulated postretirement benefit obligation as of December 31,   
1996, by $80,000 and the net periodic postretirement benefit cost for 1996 by   
$6,000.                                                                         

26                                                                              

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THE FUNDED STATUS OF THE POSTRETIREMENT BENEFIT PLAN IS RECONCILED WITH THE     
RECORDED LIABILITY AS FOLLOWS:                                                  

for the Year Ended December 31                     1996        1995       1994  
------------------------------------------------------------------------------- 
(Thousands of Dollars)                                                          
Accumulated Postretirement Benefit                                              
Obligation (APBO):                                                        
    Retirees. . . . . . . . . . . . . . . .  $    (669)  $     (629)  $  (727)
    Eligible for retirement . . . . . . . .       (209)        (205)     (216)
    Not yet eligible. . . . . . . . . . . .       (236)        (268)     (227)
                                            ---------   ----------   -------
Total APBO . . . . . . . . . . . . . . . . .  $  (1,114)  $   (1,102)  $(1,170) 
   Plan assets at fair value . . . . . . .          0            0         0
                                            ---------   ----------   -------
Total APBO in excess of plan assets. . . . .  $  (1,114)  $   (1,102)  $(1,170) 
   Unrecognized transition obligation. . .      1,038        1,103     1,168
    Unrecognized net (gains)/losses . . . .       (314)        (306)     (214)
                                            ---------   ----------   -------
Net Postretirement Benefit Liability                                            
Recognized in the Statement of                                            
  Financial Position at December 31,. . . .  $    (390)  $     (305)  $  (216)
                                            ---------   ----------   -------
                                            ---------   ----------   -------
Net postretirement benefit expense:                                             
   Service cost. . . . . . . . . . . . . .  $      15   $       14   $    15
   Interest cost . . . . . . . . . . . . .         78           86       109
   Amortization of transition obligation .         65           65        65
   Net amortization and deferral . . . . .        (13)         (13)        0
                                            ---------   ----------   -------
Net Postretirement Benefit Expense . . . . .  $     145   $      152   $   189  
                                            ---------   ----------   -------
                                            ---------   ----------   -------

Postretirement benefit expense reconciled                                       
to the accrued cost:                                                      
    Beginning net benefit liability . . . .  $    (305)  $     (216)  $  (106)
    Net benefit expense . . . . . . . . . .       (145)        (152)     (189)
   Actual premium paid . . . . . . . . . .         60           63        79
                                            ---------   ----------   -------
Net Postretirement Benefit Liability                                            
Recognized in the Statement of Financial                                  
  Position at December 31,. . . . . . . . .  $    (390)  $     (305)  $  (216)
                                            ---------   ----------   -------
                                            ---------   ----------   -------

Edison Sault has an employee stock ownership plan (ESOP) which covers           
substantially all its non-bargaining unit employees. In accordance with         
applicable accounting rules, ESELCO has recorded the ESOP indebtedness for the  
following loans in current and long-term debt on its balance sheet, with an     
offsetting charge to common stock equity captioned "Unearned compensation--     
ESOP."                                                                          

In December 1992, the plan borrowed $625,000 to purchase 20,000 shares of       
ESELCO, Inc. common stock. Dividends and other income received by the trust and 
used for this debt service in 1996 were approximately $127,000. Interest expense
on this debt incurred by the trust in 1996 was $14,000.                         

In February 1995, the plan borrowed $357,000 to purchase an additional 15,445   
shares of ESELCO, Inc., common stock. Dividends and other income received by the
trust and used for this debt service in 1996 were $108,000. Interest expense on 
this debt incurred by the trust in 1996 was $15,000.                            

In April 1996, the plan borrowed $364,000 to purchase 13,120 shares of ESELCO,  
Inc., common stock. Dividends and other income received by the trust and used   
for this debt service in 1996 were $63,000. Interest expense on this debt       
incurred by the trust in 1996 was $18,000.                                      

The market value of the total allocated shares held by the ESOP amounted to     
$3,649,000 at December 31, 1996.                                                

Edison Sault has an unfunded, nonqualified Supplemental Executive Retirement    
Plan (SERP) that provides benefits which are integrated with its Management     
Pension Plan. The projected benefit obligation for service rendered to date for 
the plan was $396,000 as of December 31, 1996, and the accrued liability of the 
plan included in ESELCO's Statement of Financial Position at December 31, 1996, 
was $334,000. Expense recognized under the plan in 1996 was $102,000.           

In May 1996, stockholders approved adoption of the Restricted Stock Bonus Plan. 
Under this plan, ESELCO can,                                                    

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ESELCO, INC.                                                                    
NOTES TO FINANCIAL STATEMENTS                                                   

from time to time, grant to officers or other key employees awards of restricted
stock. The maximum number of shares reserved for this purpose is 50,000 shares. 
In 1996, 31,500 shares, with a total fair market value of $878,000 were granted 
to the officers of the Company. Under the terms of agreements with each of the  
recipients, shares are not vested for a five-year period following the grant and
the shares are forfeited if a recipient leaves the employment of the Company    
prior to the five-year holding period. The Restricted Stock Committee can, at   
their discretion, accelerate the vesting of these shares. In addition, a change 
in control of ESELCO, Inc., would accelerate the vesting. In accordance with    
SFAS 123--Accounting for Stock Based Compensation, the Company recorded         
compensation expense in the amount of $117,000 in 1996.                         

NOTE I                                                                          
QUARTERLY FINANCIAL DATA (UNAUDITED)                                            

UNAUDITED QUARTERLY FINANCIAL DATA PERTAINING TO RESULTS OF OPERATIONS ARE SHOWN
BELOW:                                                                          

                                                        · Enlarge/Download Table


                                                       March 31   June 30     September 30   December 31
--------------------------------------------------------------------------------------------------------
(Thousands of Dollars except per share amounts)                                                         
1996                                                                                                    
                                                                                                        
Operating Revenue. . . . . . . . . . . . . . . . . .   $  9,777    $  8,948     $  9,045      $  9,730  
Operating Income . . . . . . . . . . . . . . . . . .        897       1,094        1,185         1,170  
Net Income Available for Common Stock. . . . . . . .        531         685          779           803  
Earnings per Average Share of Common Stock (a) . . .       0.36        0.46         0.51          0.52  

1995                                                                                                    
Operating Revenue. . . . . . . . . . . . . . . . . .   $  9,232    $  8,834     $  9,399      $  9,380  
Operating Income . . . . . . . . . . . . . . . . . .        887         912        1,075         1,116  
Net Income Available for Common Stock. . . . . . . .        488         490          654           733  
Earnings per Average Share of Common Stock (a) . . .       0.33        0.33         0.45          0.50  


(a) Retroactively adjusted for stock dividends.                                 

28                                                                              

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ESELCO, INC.                                                                    
NOTES TO FINANCIAL STATEMENTS                                                   

NOTE J                                                                          
COMMITMENTS AND CONTINGENCIES                                                   
ENVIRONMENTAL MATTERS                                                           

In 1993, Edison Sault received notification from the U.S. Environmental         
Protection Agency (U.S. EPA) that it was being named a "Potentially Responsible 
Party" at the Manistique River/ Harbor Area of Concern (AOC) in Manistique,     
Michigan. There were a number of other potentially responsible parties, some of 
whom have been notified by the U.S. EPA.                                        

The U.S. EPA, in conjunction with the Michigan Department of Natural Resources, 
identified the Manistique River and Harbor as an "Area of Concern" (AOC) due to 
PCBs which have been found in that area. An Environmental Engineering/Cost      
Analysis (EECA) was submitted to the U.S. EPA which provided an analysis of     
various methods of remediation for the harbor. The EECA presented six           
alternatives of remediation action and ultimately recommended a remediation     
method of in-place capping. Management believed this to be the most prudent     
course of action. Although the total ultimate cost of specific remedial action  
and Edison Sault's potential liability were not known at that time, management  
had estimated Edison Sault's minimum cost of this remedy to be $2.9 million.    
That figure represented an increase of $1.9 million from the amount recorded    
during 1994. Certain other expenditures for investigation of any necessary      
remedial action were incurred and are reflected in the accompanying financial   
statements.                                                                     

During 1995 and 1996, the U.S. EPA agreed to allow the PRPs to remediate the    
harbor through in-place capping at a total cost of $6.4 million, with the Edison
Sault portion costing $3.2 million. Through further negotiations, the U.S. EPA  
and the PRPs agreed to a cash-out settlement whereby the PRPs would pay to the  
U.S. EPA the $6.4 million cost of capping for the right to be absolved from any 
future legal actions concerning PCB pollution. To effect this settlement, an    
Administrative Order on Consent was executed by all parties in December 1996    
with payments made to the U.S. EPA prior to year-end 1996.                      

To date, Edison Sault has incurred a total cost of $3.6 million on this project.
Edison Sault has retained legal assistance to start a process of recovering     
these costs through several insurance entities. The certainty and magnitude of  
insurance recovery is unknown at this time.                                     

Edison Sault believes that the costs discussed above, including the payment to  
the U.S. EPA to be relieved of future liability, are a legitimate cost of doing 
business and would be recoverable through utility rates. Further, in November   
1993, the MPSC issued an order authorizing Edison Sault to defer and amortize,  
over a period not to exceed 10 years, environmental assessment and remediation  
costs associated with the Manistique River AOC. Therefore, Edison Sault has     
recorded a regulatory asset in the amount of $3.2 million, plus unreimbursed    
cost of $300,000, for a total of $3.5 million, which the Company will begin     
amortizing in 1997. Future costs related to this issue are not expected to have 
a material impact on Edison Sault's financial position or future results of     
operations.                                                                     

OTHER MATTERS                                                                   

In October 1994, Edison Sault entered a construction and joint use agreement    
with Wisconsin Electric Power Company, Upper Peninsula Power Company, and       
Cloverland Electric Cooperative. This agreement specifies each party's          
responsibility in the construction of a new transmission line from Arnold,      
Michigan, to Manistique, Michigan. Edison Sault continues to plan for the       
construction of this new line. This project has an expected completion date of  
mid-1998. Edison Sault expects that its share of the cost of this project will  
be approximately $9.0 million with approximately $3.2 million of this being     
spent in 1997. During 1996, $460,000 was invested in the new 138 kv interconnect
project.                                                                        

In December 1996, ESEG signed a purchase agreement with Consumers Power Company 
for the purchase of a 138 kv submarine circuit across the Straits of Mackinac.  
Since 1990, Edison Sault had leased these cables at an annual net lease cost of 
approximately $466,000. The purchaser of the cables is ESEG, a wholly-owned     
subsidiary of ESELCO, Inc. ESEG has not previously been an active subsidiary of 
ESELCO. ESEG will lease the cables to Edison Sault under an operating lease     
arrangement. The purchase and lease are subject to approval by FERC. The cost of
the purchase when consummated will be approximately $3.8 million.               

                                                                              29

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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS                                        

To ESELCO, Inc.:                                                                

We have audited the accompanying consolidated statements of financial position  
and capitalization of ESELCO, Inc. (a Michigan corporation), and subsidiaries as
of December 31, 1996 and 1995, and the related consolidated statements of       
income, changes in common equity, and cash flows for each of the three years in 
the period ended December 31, 1996. These financial statements are the          
responsibility of the Company's management. Our responsibility is to express an 
opinion on these financial statements 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 consolidated financial statements referred to above present 
fairly, in all material respects, the financial position of ESELCO, Inc., and   
subsidiaries as of December 31, 1996 and 1995, and the results of their         
operations and their cash flows for each of the three years in the period ended 
December 31, 1996 in conformity with generally accepted accounting principles.  

/s/ Arthur Andersen LLP                                                         

Detroit, Michigan                                                               
February 6, 1997                                                                

30                                                                              

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ESELCO, INC.                                                                    
SHAREHOLDERS INFORMATION                                                        

ANNUAL SHAREHOLDERS' MEETING                                                    

Tuesday, May 6, 1997--10:00 a.m.                                                
Lake Superior State University                                                  
Cisler Center--Crow's Nest                                                      
(north side of Cisler Center, lower level)                                      
Sault Ste. Marie, Michigan                                                      

If you are not able to attend, please return your proxy card so that your vote  
will be counted.                                                                

STOCK TRANSFER                                                                  

The Company is the transfer agent and dividend distribution agent for its common
stock. To change ownership in your common stock, contact: Stock Department,     
ESELCO, Inc., 725 East Portage Avenue, Sault Ste. Marie, Michigan, 49783. The   
telephone number is (906) 632-5158, FAX (906) 632-8444.                         

To transfer stock, the stock assignment form on the reverse side of the stock   
certificate must be completed and the signature(s) guaranteed either by a       
commercial bank, credit union, savings association, or a brokerage firm that is 
a member of one of the major stock exchanges.                                   

ADDRESS CHANGES                                                                 

If you move, please advise the Company of your former and current addresses. For
your protection, changes must be reported in writing.                           

DUPLICATE MAILINGS                                                              

Some shareholders hold stock registered in similar, but different names (for    
example, John B. Smith and J. B. Smith). We are required by law to create a     
separate account for each name and to mail separate dividend checks and proxy   
material to each account. If you receive multiple annual reports, you may       
request that we stop sending you duplicates of this publication by telling us   
which account(s) to drop from the annual report mailing list. Proxies and       
dividend checks must still be mailed separately to each account.                

PURPOSE OF ANNUAL REPORT                                                        

This annual report is produced to give shareholder and other interested parties 
information concerning the Company. It is not issued in connection with the sale
or, offer for sale or,  solicitation to buy securities.                         

BUYING AND SELLING STOCK                                                        

The stock of the Company is sold in the over-the-counter (OTC) market and is    
available through most stockbrokers. The stock is named as ESELCO (NASDAQ ticker
symbol EDSE) and is listed in the "E" section of the OTC daily stock            
transactions.                                                                   

The following firms are market makers in our common stock and follow the stock  
quite closely. Feel free to contact them should you wish more information:      

KIRKPATRICK PETTIS                      STIFEL, NICOLAUS & COMPANY, INCORPORATED
10250 Regency Circle                    500 North Broadway                      
Suite 200                               St. Louis, MO 63102                     
Omaha, NE 68114                                                                 
Toll Free: 800-776-5777                 Toll Free:800-488-0970                  

RONEY & COMPANY                         EDWARD JONES & CO.                      
2 Buhl Building                         201 Progress Parkway                    
Detroit, MI 48226                       Maryland Heights, MO 63043              
Phone: 616-347-3961                     Phone: 906-632-1783                     

HOWE BARNES INVESTMENTS                                                         
2805 North College Drive                                                        
Durango, CO 81301                                                               
Toll Free: 800-231-6417                                                         

LOST OR STOLEN CERTIFICATES                                                     

Please notify us immediately if a certificate is lost, stolen, or destroyed. The
Company will send you instructions on how to replace it and will also arrange   
for a "stop transfer" on its records to prevent an unauthorized transfer of the 
stock. If you find the missing certificate, please report it to the Company     
immediately so the "stop transfer" can be removed.                              

Investor information, Form 10-K, and the Financial Statements and Financial     
Statement Schedules are available without charge from:                          

Donald C. Wilson                                                                
Corporate Secretary, ESELCO, Inc.                                               
725 East Portage Avenue                                                         
Sault Ste. Marie MI 49783                                                       

Email address: ese4inv@up.net                                                   

ESELCO, Inc. Home Page: http://www.eselco.com                                   

                                                                              31

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ESELCO, INC.                                                                    
SHAREHOLDERS INFORMATION                                                        

ESTIMATED PAYMENT                                                               
DATES FOR DIVIDENDS                                                             

Common stock dividend record and payment dates estimated for 1997 are:          

RECORD DATE                   PAYMENT DATE                                      

February 1                    February 17                                       
May 1                         May 15                                            
August 1                      August 15                                         
November 3                    November 17                                       

The record date for voting at the Annual Meeting is March 20, 1997.             

CLOSING PRICE--DECEMBER 31, 1996                                                

The closing Bid and Ask price on our common stock, as carried on the national   
market system on the over-the-counter market for December 31, 1996, was:        
Bid--$24.75 and Ask--$26.00.                                                    

COMMON STOCK--                                                                  
HIGH AND LOW TRADES                                                             

(in Dollars)                                                                    
Quarter                  1996                     1995                          
----------------------------------------------------------                      
1st. . . . . . .    $23.00-$26.25            $21.50-$24.25                      
2nd. . . . . . .    $25.25-$28.75            $20.75-$23.00                      
3rd. . . . . . .    $24.00-$26.75            $21.00-$23.00                      
4th. . . . . . .    $24.00-$26.00            $21.50-$25.00                      

COMMON STOCK ISSUE--                                                            
DIVIDENDS DECLARED PER SHARE                                                    

(in Dollars) (adjusted for stock dividends)                                     
Quarter              1st       2nd            3rd       4th                     
------------------------------------------------------------                    
1996 . . . . . .    $0.26     $0.27          $0.27     $0.27                    
1995 . . . . . .    $0.25     $0.25          $0.25     $0.25                    
1994 . . . . . .    $0.23     $0.23          $0.24     $0.24                    

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ESELCO,INC.                                                                     
CORPORATE INFORMATION                                                           

[Photograph]                                                                    

DAVID K. EASLICK, WILLIAM R. GREGORY, ALLAN L. GRAUER, JAMES S. CLINTON, THOMAS 
S. NURNBERGER                                                                   

BOARD OF DIRECTORS                                                              

Thomas S. Nurnberger                                                            
Chairman, ESELCO, Inc., and Edison Sault Electric Company                       
CHAIRMAN OF SALARY AND COMPENSATION COMMITTEE                                   

Allan L. Grauer                                                                 
Vice Chairman, ESELCO, Inc., and Edison Sault Electric Company                  
CHAIRMAN OF PENSION COMMITTEE                                                   
Retired Vice President, General Counsel, Secretary/Director, Northwestern Bell  
Telephone Company                                                               
Counsel to the law firm of Kutak Rock                                           

William R. Gregory                                                              
President, ESELCO, Inc., and Edison Sault Electric Company                      
CHAIRMAN OF STRATEGIC PLANNING COMMITTEE                                        

James S. Clinton                                                                
Director, CHAIRMAN OF FINANCE COMMITTEE                                         
Chairman and CEO, H.T.I. Corporation                                            

David K. Easlick                                                                
Director, CHAIRMAN OF AUDIT COMMITTEE AND RESTRICTED STOCK BONUS PLAN COMMITTEE 
Director and Retired Chairman, Michigan Bell Telephone Company                  

OFFICERS                                                                        
Thomas S. Nurnberger (19)                                                       
CHAIRMAN OF THE BOARD AND CHIEF POLICY OFFICER                                  

William R. Gregory (29)                                                         
PRESIDENT AND CHIEF EXECUTIVE OFFICER                                           

Donald Sawruk (26)                                                              
EXECUTIVE VICE PRESIDENT AND CHIEF OPERATING OFFICER                            

David R. Hubbard (25)                                                           
VICE PRESIDENT--FINANCE                                                         

James L. Beedy (31)                                                             
VICE PRESIDENT--ENGINEERING                                                     

Steven L. Boeckman (7)                                                          
VICE PRESIDENT/TREASURER                                                        

Donald C. Wilson (9)                                                            
CORPORATE SECRETARY                                                             

Ernest H. Maas (12)                                                             
ASSISTANT VICE PRESIDENT--ENGINEERING                                           

David H. Jirikovic (7)                                                          
ASSISTANT VICE PRESIDENT--OPERATIONS                                            

Paul A. Schemanski (7)                                                          
ASSISTANT VICE PRESIDENT--INFORMATION SYSTEMS                                   

( ) Years of Service                                                            

ALL DIRECTORS AND OFFICERS HOLD SIMILAR POSITIONS WITH ESELCO, INC., AND EDISON 
SAULT ELECTRIC COMPANY WITH THE EXCEPTION OF MESSRS. BEEDY, MAAS, JIRIKOVIC, AND
SCHEMANSKI WHO ARE NOT OFFICERS OF ESELCO, INC.                                 

[LOGO]                                                                          

--------------------------------------------------------------------------------

NORTHERN TREE SERVICE, INC.                                                     
CORPORATE INFORMATION                                                           

DIRECTORS                                                                       

Steven L. Boeckman, PRESIDENT                                                   
Allan L. Grauer, ESELCO VICE CHAIRMAN                                           
William R. Gregory, ESELCO DIRECTOR                                             
John D. Peacock, ATTORNEY AT LAW                                                
Donald Sawruk, ESELCO EXECUTIVE VICE PRESIDENT                                  

OFFICERS                                                                        
William R. Gregory, CHAIRMAN                                                    
Steven L. Boeckman, PRESIDENT                                                   
Donald Sawruk, SECRETARY                                                        

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      [LOGO]
725 E. Portage Ave.           Sault Ste. Marie, MI 49783      
Phone (906) 632-2221          Fax (906) 632-8444

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This 10-K405 Filing	Date	First	Last	Other Filings

	1/1/92	25
	5/3/93	3
	1/1/94	20
	12/31/94	20
	8/22/95	15	23
	9/21/95	15	23
	10/23/95	15	23
	12/21/95	15	23
	12/31/95	20	32
	1/1/96	16	28
	1/19/96	15	23
For The Period Ended	12/31/96	4	34	U-3A-2
	1/1/97	9	26
	1/23/97	17		8-K
	2/6/97	32
	3/13/97	5
	3/20/97	34
Filed On / Filed As Of	3/31/97			10-Q
	5/1/97	5
	5/6/97	33		DEF 14A, PRE 14A
	5/15/97	5
	1/1/98	26
	10/1/0	15	23

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Eselco Inc · 10-K405 · For 12/31/96 · EX-13

Filed On 3/31/97 · SEC File 0-17736 · Accession Number 912057-97-11335

Annual Report -- [X] Reg. S-K Item 405 · Form 10-KFiling Table of Contents

EX-13 · Annual or Quarterly Report to Security HoldersExhibit Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Annual Report -- [X] Reg. S-K Item 405 · Form 10-K
Filing Table of Contents

EX-13 · Annual or Quarterly Report to Security Holders
Exhibit Table of Contents