wec-20240331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ___________________

Commission
File Number

Registrant; State of Incorporation;
Address; and Telephone Number

IRS Employer
Identification No.

001-09057

WEC ENERGY GROUP, INC.

39-1391525

(A Wisconsin Corporation)

231 West Michigan Street

P.O. Box 1331

Milwaukee, WI 53201

(414) 221-2345

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, $.01 Par Value

WEC

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date (March 31, 2024):

Common Stock, $.01 Par Value, 315,822,587 shares outstanding

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WEC ENERGY GROUP, INC.

QUARTERLY REPORT ON FORM 10-Q

For the Quarter Ended March 31, 2024

TABLE OF CONTENTS

Page

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

PART I.

FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS (UNAUDITED)

Condensed Consolidated Income Statements

Condensed Consolidated Statements of Comprehensive Income

Condensed Consolidated Balance Sheets

Condensed Consolidated Statements of Cash Flows

Condensed Consolidated Statements of Equity

Notes to Condensed Consolidated Financial Statements

Page

Regulatory Assets and Liabilities

Note 6

Property, Plant, and Equipment

Note 7

Common Equity

Note 8

Short-Term Debt and Lines of Credit

Note 9

Long-Term Debt

Note 10

Materials, Supplies, and Inventories

Note 11

Income Taxes

Note 12

Fair Value Measurements

Note 13

Derivative Instruments

Goodwill and Intangibles

Note 17

Investment in Transmission Affiliates

Note 18

Segment Information

Note 19

Variable Interest Entities

Note 20

Commitments and Contingencies

Note 21

Supplemental Cash Flow Information

Note 22

Regulatory Environment

Note 23

New Accounting Pronouncements

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 4.

CONTROLS AND PROCEDURES

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


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GLOSSARY OF TERMS AND ABBREVIATIONS

The abbreviations and terms set forth below are used throughout this report and have the meanings assigned to them below:


Subsidiaries and Affiliates
ATC						American Transmission Company LLC
ATC Holdco						ATC Holdco LLC



Bluewater						Bluewater Natural Gas Holding, LLC

Integrys						Integrys Holding, Inc.
Jayhawk						Jayhawk Wind, LLC
MERC						Minnesota Energy Resources Corporation
MGU						Michigan Gas Utilities Corporation
NSG						North Shore Gas Company
PGL						The Peoples Gas Light and Coke Company
Samson I						Samson I Solar Energy Center LLC
Sapphire Sky						Sapphire Sky Wind Energy LLC
Tatanka Ridge						Tatanka Ridge Wind LLC

UMERC						Upper Michigan Energy Resources Corporation

WE						Wisconsin Electric Power Company
We Power						W.E. Power, LLC
WEC Energy Group						WEC Energy Group, Inc.
WECI						WEC Infrastructure LLC


WEPCo Environmental Trust						WEPCo Environmental Trust Finance I, LLC
WG						Wisconsin Gas LLC

WPS						Wisconsin Public Service Corporation

Federal and State Regulatory Agencies

CBP						United States Customs and Border Protection Agency
DOC						United States Department of Commerce
EPA						United States Environmental Protection Agency
FERC						Federal Energy Regulatory Commission
ICC						Illinois Commerce Commission
IRS						United States Internal Revenue Service
MPSC						Michigan Public Service Commission
MPUC						Minnesota Public Utilities Commission
PSCW						Public Service Commission of Wisconsin
SEC						United States Securities and Exchange Commission
WDNR						Wisconsin Department of Natural Resources

Accounting Terms

ARO						Asset Retirement Obligation
ASC						Accounting Standards Codification
ASU						Accounting Standards Update
FASB						Financial Accounting Standards Board
GAAP						United States Generally Accepted Accounting Principles
LIFO						Last-In, First-Out
OPEB						Other Postretirement Employee Benefits
VIE						Variable Interest Entity

Environmental Terms
BATW						Bottom Ash Transport Water
BTA						Best Technology Available
CAA						Clean Air Act
CASAC						Clean Air Scientific Advisory Committee
CCR						Coal Combustion Residuals
CO2						Carbon Dioxide
CWA						Clean Water Act


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ELG						Steam Electric Effluent Limitation Guidelines
FGD						Flue Gas Desulfurization
GHG						Greenhouse Gas
MATS						Mercury and Air Toxics Standards
NAAQS						National Ambient Air Quality Standards
NOV						Notice of Violation
NOx						Nitrogen Oxide
PM						Particulate Matter
WPDES						Wisconsin Pollutant Discharge Elimination System
ZLD						Zero Liquid Discharge

Measurements
Bcf						Billion Cubic Feet
Dth						Dekatherm
lb/MMBtu						Pound Per Million British Thermal Unit
MW						Megawatt
MWh						Megawatt-hours
µg/m3						Micrograms Per Cubic Meter

Other Terms and Abbreviations
2007 Junior Notes						WEC Energy Group, Inc.'s 2007 Series A Junior Subordinated Notes Due 2067
AMI						Advanced Metering Infrastructure

CABO						Clean and Affordable Buildings Ordinance
Chicago, IL-IN-WI						Chicago, Illinois, Indiana, and Wisconsin
CIP						Conservation Improvement Program
Compensation Committee						Compensation Committee of the Board of Directors
D.C. Circuit Court of Appeals						United States Court of Appeals for the District of Columbia Circuit
Darien						Darien Solar Park
Delilah I						Delilah I Solar Energy Center
DER						Distributed Energy Resource
DRER						Dedicated Renewable Energy Resource

ERGS						Elm Road Generating Station
ESG Progress Plan						WEC Energy Group's Capital Investment Plan for Efficiency, Sustainability, and Growth for 2024-2028
ETB						Environmental Trust Bond
EV						Electric Vehicle
Exchange Act						Securities Exchange Act of 1934, as amended
FTR						Financial Transmission Right
IRA						Inflation Reduction Act
ITC						Investment Tax Credit
Koshkonong						Koshkonong Solar Park
LDC						Local Natural Gas Distribution Company

LNG						Liquefied Natural Gas
Maple Flats						Maple Flats Solar Energy Center LLC
MG&E						Madison Gas and Electric Company
MISO						Midcontinent Independent System Operator, Inc.
OCPP						Oak Creek Power Plant

Paris						Paris Solar-Battery Park
PPA						Power Purchase Agreement
PTC						Production Tax Credit

QIP						Qualifying Infrastructure Plant
Red Barn						Red Barn Wind Park
RICE						Reciprocating Internal Combustion Engine
RNG						Renewable Natural Gas
ROE						Return on Equity
S&P						Standard & Poor's
SIP						State Implementation Plan


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SMP						Safety Modernization Program
SOFR						Secured Overnight Financing Rate


Tax Legislation						Tax Cuts and Jobs Act of 2017
TCR						Transmission Congestion Right
UEA						Uncollectible Expense Adjustment
UFLPA						Uyghur Forced Labor Prevention Act
West Riverside						West Riverside Energy Center
Whitewater						Whitewater Cogeneration Facility
WPL						Wisconsin Power and Light Company
WRO						Withhold Release Order
WUA						Wisconsin Utilities Association


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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

In this report, we make statements concerning our expectations, beliefs, plans, objectives, goals, strategies, and future events or performance. These statements are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Readers are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements may be identified by reference to a future period or periods or by the use of terms such as "anticipates," "believes," "could," "estimates," "expects," "forecasts," "goals," "guidance," "intends," "may," "objectives," "plans," "possible," "potential," "projects," "seeks," "should," "targets," "will," or variations of these terms.

Forward-looking statements include, among other things, statements concerning management's expectations and projections regarding earnings, completion of capital projects, sales and customer growth, rate actions and related filings with regulatory authorities, environmental and other regulations, including associated compliance costs, legal proceedings, dividend payout ratios, effective tax rates, pension and OPEB plans, fuel costs, sources of electric energy supply, coal and natural gas deliveries, remediation costs, climate-related matters, our ESG Progress Plan, liquidity and capital resources, and other matters.

Forward-looking statements are subject to a number of risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in the statements. These risks and uncertainties include those described in risk factors as set forth in our 2023 Annual Report on Form 10-K, and those identified below:

•Factors affecting utility and non-utility energy infrastructure operations such as catastrophic weather-related damage, environmental incidents, unplanned facility outages and repairs and maintenance, and electric transmission or natural gas pipeline system constraints;

•Factors affecting the demand for electricity and natural gas, including political or regulatory developments, varying, adverse, or unusually severe weather conditions, including those caused by climate change, changes in economic conditions, customer growth and declines, commodity prices, energy conservation efforts, and continued adoption of distributed generation by customers;

•The timing, resolution, and impact of rate cases and negotiations, including recovery of deferred and current costs and the ability to earn a reasonable return on investment, and other regulatory decisions impacting our regulated operations;

•The impact of federal, state, and local legislative and/or regulatory changes, including changes in rate-setting policies or procedures, the results of recent or upcoming rate orders, deregulation and restructuring of the electric and/or natural gas utility industries, transmission or distribution system operation, the approval process for new construction, reliability standards, pipeline integrity and safety standards, allocation of energy assistance, energy efficiency mandates, electrification initiatives and other efforts to reduce the use of natural gas, and tax laws, including those that affect our ability to use PTCs and ITCs, as well as changes in the interpretation and/or enforcement of any laws or regulations by regulatory agencies;

•Federal, state, and local legislative and regulatory changes relating to the environment, including climate change and other environmental regulations impacting generation facilities and renewable energy standards, the enforcement of these laws and regulations, changes in the interpretation of regulations or permit conditions by regulatory agencies, and the recovery of associated remediation and compliance costs;

•The ability to obtain and retain customers, including wholesale customers, due to increased competition in our electric and natural gas markets from retail choice and alternative electric suppliers, and continued industry consolidation;

•The timely completion of capital projects within budgets and the ability to recover the related costs through rates;

•The impact of changing expectations and demands of our customers, regulators, investors, and other stakeholders, including focus on environmental, social, and governance concerns;

•The risk of delays and shortages, and increased costs of equipment, materials, or other resources that are critical to our business operations and corporate strategy, as a result of supply chain disruptions (including disruptions from rail congestion), inflation, and other factors;


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•The impact of public health crises, including epidemics and pandemics, on our business functions, financial condition, liquidity, and results of operations;

•Factors affecting the implementation of our CO2 emission and/or methane emission reduction goals and opportunities and actions related to those goals, including related regulatory decisions, the cost of materials, supplies, and labor, technology advances, the feasibility of competing generation projects, and our ability to execute our capital plan;

•The financial and operational feasibility of taking more aggressive action to further reduce GHG emissions in order to limit future global temperature increases;

•The risks associated with inflation and changing commodity prices, including natural gas and electricity;

•The availability and cost of sources of natural gas and other fossil fuels, purchased power, materials needed to operate environmental controls at our electric generating facilities, or water supply due to high demand, shortages, transportation problems, nonperformance by electric energy or natural gas suppliers under existing power purchase or natural gas supply contracts, or other developments;

•Any impacts on the global economy, including from sanctions, and impacts on supply chains and fuel prices, generally, from ongoing, expanding, or escalating regional conflicts, including those in Ukraine, Israel, and other parts of the Middle East;

•Changes in credit ratings, interest rates, and our ability to access the capital markets, caused by volatility in the global credit markets, our capitalization structure, and market perceptions of the utility industry, us, or any of our subsidiaries;

•Costs and effects of litigation, administrative proceedings, investigations, settlements, claims, and inquiries;

•The direct or indirect effect on our business resulting from terrorist or other physical attacks and cybersecurity intrusions, as well as the threat of such incidents, including the failure to maintain the security of personally identifiable information, the associated costs to protect our utility assets, technology systems, and personal information, and the costs to notify affected persons to mitigate their information security concerns and to comply with state notification laws;

•Restrictions imposed by various financing arrangements and regulatory requirements on the ability of our subsidiaries to transfer funds to us in the form of cash dividends, loans or advances, that could prevent us from paying our common stock dividends, taxes, and other expenses, and meeting our debt obligations;

•The risk of financial loss, including increases in bad debt expense, associated with the inability of our customers, counterparties, and affiliates to meet their obligations;

•Changes in the creditworthiness of the counterparties with whom we have contractual arrangements, including participants in the energy trading markets and fuel suppliers and transporters;

•The financial performance of ATC and its corresponding contribution to our earnings;

•The investment performance of our employee benefit plan assets, as well as unanticipated changes in related actuarial assumptions, which could impact future funding requirements;

•Factors affecting the employee workforce, including loss of key personnel, internal restructuring, work stoppages, and collective bargaining agreements and negotiations with union employees;

•Advances in technology, and related legislation or regulation supporting the use of that technology, that result in competitive disadvantages and create the potential for impairment of existing assets;

•Risks related to our non-utility renewable energy facilities, including unfavorable weather, changes in the financial performance and/or creditworthiness of counterparties to the off-take agreements, changes in demand based on lower prices for alternative energy sources, the ability to replace expiring PPAs under acceptable terms, risks of rights related to property on which our projects are located but we do not own, the availability of reliable interconnection and electricity grids, and exposure to the rules and procedures of the power markets in which these facilities are located;


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•The risk associated with the values of goodwill and other long-lived assets, including intangible assets, and equity method investments, and their possible impairment;

•Potential business strategies to acquire and dispose of assets or businesses, or portions thereof, which cannot be assured to be completed timely or within budgets, and legislative or regulatory restrictions or caps on non-utility acquisitions, investments or projects, including the State of Wisconsin's public utility holding company law;

•The timing and outcome of any audits, disputes, and other proceedings related to taxes;

•The effect of accounting pronouncements issued periodically by standard-setting bodies; and

•Other considerations disclosed elsewhere herein and in other reports we file with the SEC or in other publicly disseminated written documents.

Except as may be required by law, we expressly disclaim any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.


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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

WEC ENERGY GROUP, INC.


CONDENSED CONSOLIDATED INCOME STATEMENTS (Unaudited)	Three Months Ended
	March 31
(in millions, except per share amounts)		2024		2023
Operating revenues		$	2,680.2	$	2,888.1

Operating expenses
Cost of sales		927.1		1,309.7
Other operation and maintenance		530.8		534.0
Depreciation and amortization		333.4		305.5
Property and revenue taxes		75.5		69.6
Total operating expenses		1,866.8		2,218.8

Operating income		813.4		669.3

Equity in earnings of transmission affiliates		44.8		43.8
Other income, net		44.1		40.8
Interest expense		192.0		172.2
Other expense		(103.1)		(87.6)

Income before income taxes		710.3		581.7
Income tax expense		87.7		74.1
Net income		622.6		507.6

Preferred stock dividends of subsidiary		0.3		0.3
Net loss attributed to noncontrolling interests		—		0.2
Net income attributed to common shareholders		$	622.3	$	507.5

Earnings per share
Basic		$	1.97	$	1.61
Diluted		$	1.97	$	1.61

Weighted average common shares outstanding
Basic		315.6		315.4
Diluted		315.9		315.9

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements.


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WEC ENERGY GROUP, INC.


CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)	Three Months Ended
	March 31
(in millions)		2024		2023
Net income		$	622.6	$	507.6

Other comprehensive loss, net of tax
Derivatives accounted for as cash flow hedges

Reclassification of realized derivative gains to net income, net of tax		(0.1)		(0.1)






Comprehensive income		622.5		507.5

Preferred stock dividends of subsidiary		0.3		0.3
Comprehensive loss attributed to noncontrolling interests		—		0.2
Comprehensive income attributed to common shareholders		$	622.2	$	507.4

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements.


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WEC ENERGY GROUP, INC.


CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in millions, except share and per share amounts)	March 31, 2024		December 31, 2023
Assets
Current assets
Cash and cash equivalents	$	38.9	$	42.9
Accounts receivable and unbilled revenues, net of reserves of $190.7 and $193.5, respectively	1,557.0		1,503.2
Materials, supplies, and inventories	608.6		775.2
Prepaid taxes	143.0		173.9
Other prepayments	70.9		76.8

Other	186.2		223.7
Current assets	2,604.6		2,795.7

Long-term assets
Property, plant, and equipment, net of accumulated depreciation and amortization of $11,275.0 and $11,073.1, respectively	31,729.8		31,581.5
Regulatory assets (March 31, 2024 and December 31, 2023 include $84.1 and $85.9, respectively, related to WEPCo Environmental Trust)	3,247.0		3,249.8
Equity investment in transmission affiliates	2,027.1		2,005.9
Goodwill	3,052.8		3,052.8
Pension and OPEB assets	883.9		870.9
Other	382.0		383.1
Long-term assets	41,322.6		41,144.0
Total assets	$	43,927.2	$	43,939.7

Liabilities and Equity
Current liabilities
Short-term debt	$	2,574.2	$	2,020.9
Current portion of long-term debt (March 31, 2024 and December 31, 2023 include $9.0, related to WEPCo Environmental Trust)	640.5		1,264.2
Accounts payable	640.9		896.6
Other	854.1		933.1
Current liabilities	4,709.7		5,114.8

Long-term liabilities
Long-term debt (March 31, 2024 and December 31, 2023 include $85.4 and $85.3, respectively, related to WEPCo Environmental Trust)	15,375.8		15,512.8
Deferred income taxes	5,120.0		4,918.5
Deferred revenue, net	351.1		356.4
Regulatory liabilities	3,730.2		3,697.7
Intangible liabilities	581.4		594.8
Environmental remediation liabilities	448.9		463.7
AROs	377.7		374.2
Other	806.3		835.3
Long-term liabilities	26,791.4		26,753.4

Commitments and contingencies (Note 20)

Common shareholders' equity
Common stock – $0.01 par value; 325,000,000 shares authorized; 315,822,587 and 315,434,531 shares outstanding, respectively	3.2		3.2
Additional paid in capital	4,145.7		4,115.9
Retained earnings	7,971.6		7,612.8
Accumulated other comprehensive loss	(7.8)		(7.7)
Common shareholders' equity	12,112.7		11,724.2

Preferred stock of subsidiary	30.4		30.4
Noncontrolling interests	283.0		316.9
Total liabilities and equity	$	43,927.2	$	43,939.7

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements.


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WEC ENERGY GROUP, INC.


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)	Three Months Ended
	March 31
(in millions)	2024		2023
Operating activities
Net income	$	622.6	$	507.6
Reconciliation to cash provided by operating activities
Depreciation and amortization	333.4		305.5
Deferred income taxes and ITCs, net	184.3		56.5
Contributions and payments related to pension and OPEB plans	(4.0)		(5.5)
Equity income in transmission affiliates, net of distributions	(9.1)		(6.4)
Change in –
Accounts receivable and unbilled revenues, net	(61.3)		60.7
Materials, supplies, and inventories	166.6		293.6
Collateral on deposit	17.2		(91.8)
Other current assets	19.7		89.4
Accounts payable	(229.8)		(424.7)
Other current liabilities	(44.8)		63.7
Other, net	(131.2)		(52.5)
Net cash provided by operating activities	863.6		796.1

Investing activities
Capital expenditures	(444.5)		(499.4)
Acquisition of Whitewater	—		(76.0)
Acquisition of Sapphire Sky, net of cash acquired of $0.3	—		(442.6)
Acquisition of Samson I, net of cash acquired of $5.2	—		(249.4)
Capital contributions to transmission affiliates	(12.1)		(6.1)
Proceeds from the sale of investments held in rabbi trust	14.8		10.4
Other, net	5.6		(4.8)
Net cash used in investing activities	(436.2)		(1,267.9)

Financing activities
Exercise of stock options	3.7		0.9
Issuance of common stock	19.2		—
Purchase of common stock	(2.0)		(6.9)
Dividends paid on common stock	(263.5)		(246.1)
Issuance of long-term debt	—		1,100.0
Retirement of long-term debt	(756.9)		(35.2)
Change in commercial paper	552.8		(385.4)
Purchase of additional ownership interest in Samson I from noncontrolling interest	(28.1)		—
Other, net	(1.7)		(9.7)
Net cash provided by (used in) financing activities	(476.5)		417.6

Net change in cash, cash equivalents, and restricted cash	(49.1)		(54.2)
Cash, cash equivalents, and restricted cash at beginning of period	165.2		182.2
Cash, cash equivalents, and restricted cash at end of period	$	116.1	$	128.0

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements.


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WEC ENERGY GROUP, INC.


CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Unaudited)

	WEC Energy Group Common Shareholders' Equity
(in millions, except per share amounts)	Common Stock		Additional Paid In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Common Shareholders' Equity		Preferred Stock of Subsidiary		Non-controlling Interests		Total Equity
Balance at December 31, 2023	$	3.2	$	4,115.9	$	7,612.8	$	(7.7)	$	11,724.2	$	30.4	$	316.9	$	12,071.5
Net income attributed to common shareholders	—		—		622.3		—		622.3		—		—		622.3

Other comprehensive loss	—		—		—		(0.1)		(0.1)		—		—		(0.1)
Issuance of common stock	—		19.2		—		—		19.2		—		—		19.2
Common stock dividends of $0.8350 per share	—		—		(263.5)		—		(263.5)		—		—		(263.5)
Exercise of stock options	—		3.7		—		—		3.7		—		—		3.7
Purchase of common stock	—		(2.0)		—		—		(2.0)		—		—		(2.0)
Purchase of additional ownership interest in Samson I from noncontrolling interest	—		4.3		—		—		4.3		—		(32.4)		(28.1)

Distributions to noncontrolling interests	—		—		—		—		—		—		(1.5)		(1.5)
Stock-based compensation and other	—		4.6		—		—		4.6		—		—		4.6
Balance at March 31, 2024	$	3.2	$	4,145.7	$	7,971.6	$	(7.8)	$	12,112.7	$	30.4	$	283.0	$	12,426.1



	WEC Energy Group Common Shareholders' Equity
(in millions, except per share amounts)	Common Stock		Additional Paid In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Total Common Shareholders' Equity		Preferred Stock of Subsidiary		Non-controlling Interests		Total Equity
Balance at December 31, 2022	$	3.2	$	4,115.2	$	7,265.3	$	(6.8)	$	11,376.9	$	30.4	$	209.3	$	11,616.6
Net income attributed to common shareholders	—		—		507.5		—		507.5		—		—		507.5
Net loss attributed to noncontrolling interests	—		—		—		—		—		—		(0.2)		(0.2)
Other comprehensive loss	—		—		—		(0.1)		(0.1)		—		—		(0.1)
Common stock dividends of $0.7800 per share	—		—		(246.1)		—		(246.1)		—		—		(246.1)
Exercise of stock options	—		0.9		—		—		0.9		—		—		0.9
Purchase of common stock	—		(6.9)		—		—		(6.9)		—		—		(6.9)
Acquisition of noncontrolling interests	—		—		—		—		—		—		112.9		112.9
Distributions to noncontrolling interests	—		—		—		—		—		—		(1.3)		(1.3)
Stock-based compensation and other	—		4.4		—		—		4.4		—		—		4.4
Balance at March 31, 2023	$	3.2	$	4,113.6	$	7,526.7	$	(6.9)	$	11,636.6	$	30.4	$	320.7	$	11,987.7

The accompanying Notes to Condensed Consolidated Financial Statements are an integral part of these financial statements.


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WEC ENERGY GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

March 31, 2024

NOTE 1—GENERAL INFORMATION

WEC Energy Group serves approximately 1.7 million electric customers and 3.0 million natural gas customers, owns approximately 60% of ATC, and owns majority interests in multiple renewable generating facilities as part of its non-utility energy infrastructure segment.

As used in these notes, the term "financial statements" refers to the condensed consolidated financial statements. This includes the income statements, statements of comprehensive income, balance sheets, statements of cash flows, and statements of equity, unless otherwise noted. In this report, when we refer to "the Company," "us," "we," "our," or "ours," we are referring to WEC Energy Group and all of its subsidiaries.

On our financial statements, we consolidate our majority-owned subsidiaries, which we control, and VIEs, of which we are the primary beneficiary. We reflect noncontrolling interests for the portion of entities that we do not own as a component of consolidated equity separate from the equity attributable to our shareholders. The noncontrolling interests that we reported as equity on our balance sheets related to the minority interests held by third parties in the renewable generating facilities that are included in our non-utility energy infrastructure segment.

We use the equity method to account for investments in companies we do not control but over which we exercise significant influence regarding their operating and financial policies. As a result of our limited voting rights, we account for ATC and ATC Holdco as equity method investments. See Note 17, Investment in Transmission Affiliates, for more information.

We have prepared the unaudited interim financial statements presented in this Form 10-Q pursuant to the rules and regulations of the SEC and GAAP. Accordingly, these financial statements do not include all of the information and footnotes required by GAAP for annual financial statements. These financial statements should be read in conjunction with the consolidated financial statements and footnotes in our Annual Report on Form 10-K for the year ended December 31, 2023. Financial results for an interim period may not give a true indication of results for the year. In particular, the results of operations for the three months ended March 31, 2024, are not necessarily indicative of expected results for 2024 due to seasonal variations and other factors.

In management's opinion, we have included all adjustments, normal and recurring in nature, necessary for a fair presentation of our financial results.

NOTE 2—ACQUISITIONS

In accordance with Topic 805: Clarifying the Definition of a Business (ASU 2017-01), transactions are evaluated and are accounted for as acquisitions of assets or businesses, and transaction costs are capitalized in asset acquisitions. It was determined that all of the below acquisitions met the criteria of asset acquisitions. The purchase price of certain acquisitions below includes intangibles recorded as long-term liabilities related to PPAs. See Note 16, Goodwill and Intangibles, for more information.

Acquisitions of Solar Generation Facilities in Texas

In March 2024, WECI signed an agreement to acquire a 90% ownership interest in Delilah I, a 300 MW solar generating facility under construction in Lamar County, Texas, for approximately $459.0 million. The project has an offtake agreement for all of the energy to be produced by the facility for a period of 15 years from the date of commercial operation. The transaction is subject to FERC approval and commercial operation is expected to begin by the end of the second quarter of 2024, at which time the transaction is expected to close. Delilah I is expected to qualify for PTCs and will be included in the non-utility energy infrastructure segment.

In February 2023, WECI completed the acquisition of an 80% ownership interest in Samson I, a commercially operational 250 MW solar generating facility in Lamar County, Texas. Samson I was acquired for $257.3 million, which included payments related to contingent consideration, transaction costs, and was net of cash acquired. The project has an offtake agreement for all of the energy to be produced by the facility for a period of 15 years from the date of commercial operation, May 2022. Samson I qualifies for PTCs and is included in the non-utility energy infrastructure segment. In January 2024, WECI acquired an additional 10% ownership interest in Samson I for $28.1 million.


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Acquisitions of Electric Generation Facilities in Wisconsin

In June 2023, WE completed the acquisition of 100 MWs of West Riverside's nameplate capacity, in the first of two potential option exercises. West Riverside is a commercially operational dual fueled combined cycle generation facility in Beloit, Wisconsin. Prior to acquisition, WPS received approval to transfer its ownership interest rights to WE. WE's investment was $95.3 million. In addition, WPS filed an application with the PSCW in September 2023 to exercise a second option to acquire an additional 100 MWs of West Riverside's nameplate capacity. As it did with the first option, in October 2023, WPS filed for approval to assign its ownership interest pursuant to this second option to WE. The PSCW approved both requests in February 2024. WE's incremental share of this investment is expected to be approximately $100 million, with the transaction expected to close in June 2024.

In April 2023, WPS, along with an unaffiliated utility, completed the acquisition of Red Barn, a commercially operational utility-scale wind-powered electric generating facility. The project is located in Grant County, Wisconsin and WPS owns 82 MWs of this project. WPS's share of the cost of this project was $143.8 million. Red Barn qualifies for PTCs.

In January 2023, WE and WPS completed the acquisition of Whitewater, a commercially operational 236.5 MW dual fueled (natural gas and low sulfur fuel oil) combined cycle electric generation facility in Whitewater, Wisconsin, for $76.0 million.

Acquisitions of Electric Generation Facilities in Illinois

In February 2023, upon achievement of commercial operation, WECI completed the acquisition of a 90% ownership interest in Sapphire Sky, a 250 MW wind generating facility in McLean County, Illinois, for a total investment of $442.6 million, which includes transaction costs and is net of cash acquired. The project has an offtake agreement for all of the energy to be produced by the facility for a period of 12 years from the date of commercial operation. Sapphire Sky qualifies for PTCs and is included in the non-utility energy infrastructure segment.

In October 2022, WECI signed an agreement to acquire an 80% ownership interest in Maple Flats, a 250 MW solar generating facility under construction in Clay County, Illinois, for approximately $360 million. The project has an offtake agreement for all of the energy to be produced by the facility for a period of 15 years from the date of commercial operation. The transaction is subject to FERC approval and commercial operation is expected to begin during the fourth quarter of 2024, at which time the transaction is expected to close. Maple Flats is expected to qualify for PTCs and will be included in the non-utility energy infrastructure segment.


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NOTE 3—OPERATING REVENUES

For more information about our operating revenues, see Note 1(d), Operating Revenues, in our 2023 Annual Report on Form 10-K.

Disaggregation of Operating Revenues

The following tables present our operating revenues disaggregated by revenue source. We do not have any revenues associated with our electric transmission segment, which includes investments accounted for using the equity method. We disaggregate revenues into categories that depict how the nature, amount, timing, and uncertainty of revenues and cash flows are affected by economic factors. For our segments, revenues are further disaggregated by electric and natural gas operations and then by customer class. Each customer class within our electric and natural gas operations has different expectations of service, energy and demand requirements, and can be impacted differently by regulatory activities within their jurisdictions.


(in millions)	Wisconsin		Illinois		Other States		Total Utility Operations		Non-Utility Energy Infrastructure		Corporate and Other		Reconciling Eliminations			WEC Energy Group Consolidated
Three Months Ended March 31, 2024
Electric	$	1,185.3	$	—	$	—	$	1,185.3	$	—	$	—	$	—		$	1,185.3
Natural gas	586.0		603.8		173.6		1,363.4		14.5		—		(14.2)			1,363.7
Total regulated revenues	1,771.3		603.8		173.6		2,548.7		14.5		—		(14.2)			2,549.0
Other non-utility revenues	—		—		5.0		5.0		52.1		—		(1.6)			55.5
Total revenues from contracts with customers	1,771.3		603.8		178.6		2,553.7		66.6		—		(15.8)			2,604.5
Other operating revenues	7.5		62.2		6.0		75.7		104.3		—		(104.3)		(1)	75.7
Total operating revenues	$	1,778.8	$	666.0	$	184.6	$	2,629.4	$	170.9	$	—	$	(120.1)		$	2,680.2


(in millions)	Wisconsin		Illinois		Other States		Total Utility Operations		Non-Utility Energy Infrastructure		Corporate and Other		Reconciling Eliminations			WEC Energy Group Consolidated
Three Months Ended March 31, 2023
Electric	$	1,203.8	$	—	$	—	$	1,203.8	$	—	$	—	$	—		$	1,203.8
Natural gas	784.4		577.7		245.0		1,607.1		21.3		—		(21.1)			1,607.3
Total regulated revenues	1,988.2		577.7		245.0		2,810.9		21.3		—		(21.1)			2,811.1
Other non-utility revenues	—		—		5.2		5.2		43.5		—		(1.6)			47.1
Total revenues from contracts with customers	1,988.2		577.7		250.2		2,816.1		64.8		—		(22.7)			2,858.2
Other operating revenues	8.1		22.0		(0.2)		29.9		101.4		—		(101.4)		(1)	29.9
Total operating revenues	$	1,996.3	$	599.7	$	250.0	$	2,846.0	$	166.2	$	—	$	(124.1)		$	2,888.1

(1)Amounts eliminated represent lease revenues related to certain plants that We Power leases to WE to supply electricity to its customers. Lease payments are billed from We Power to WE and then recovered in WE's rates as authorized by the PSCW and the FERC. WE operates the plants and is authorized by the PSCW and Wisconsin state law to fully recover prudently incurred operating and maintenance costs in electric rates.


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Revenues from Contracts with Customers

Electric Utility Operating Revenues

The following table disaggregates electric utility operating revenues into customer class:


	Three Months Ended March 31
(in millions)	2024		2023
Residential	$	483.2	$	486.5
Small commercial and industrial	391.7		393.6
Large commercial and industrial	217.6		229.8
Other	7.9		8.0
Total retail revenues	1,100.4		1,117.9
Wholesale	25.6		34.2
Resale	45.1		40.6
Steam	10.2		11.0
Other utility revenues	4.0		0.1
Total electric utility operating revenues	$	1,185.3	$	1,203.8

Natural Gas Utility Operating Revenues

The following tables disaggregate natural gas utility operating revenues into customer class: