WEC ENERGY GROUP INC
For the period ended Dec 31, 2023. Filed Feb 22, 2024.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 22, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
(Mark One)
For the fiscal year ended December 31, 2023
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the transition period from ________________ to ___________________
| CommissionFile Number | Registrant; State of Incorporation;Address; and Telephone Number | IRS EmployerIdentification No. |
|---|---|---|
| 001-09057 | WEC ENERGY GROUP, INC. | 39-1391525 |
(AWisconsin 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 |
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes☐ No ☒
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.
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).
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 has filed a report on and attestation to its management’s assessment of
the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.
7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes☐ No☒
The aggregate market value of the common stock of WEC Energy Group, Inc. held by non-affiliates was $27.8 billion based upon the reported closing price of such securities as of June 30, 2023.
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date (January 31, 2024):
Common Stock, $.01 par value,315,561,510 shares outstanding
Documents incorporated by reference:
Portions of WEC Energy Group, Inc.'s Definitive Proxy Statement on Schedule 14A for its Annual Meeting of Shareholders, to be held on May 9, 2024, are incorporated by reference into Part III hereof.
WEC ENERGY GROUP, INC.
ANNUAL REPORT ON FORM 10-K
For the Year Ended December 31, 2023
TABLE OF CONTENTS
| Page | ||||
|---|---|---|---|---|
| CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION | 1 | |||
| PART I | 4 | |||
| ITEM 1. | BUSINESS | 4 | ||
| A. | INTRODUCTION | 4 | ||
| B. | UTILITY ENERGY OPERATIONS | 4 | ||
| C. | ELECTRIC TRANSMISSION SEGMENT | 16 | ||
| D. | NON-UTILITY OPERATIONS | 16 | ||
| E. | REGULATION | 18 | ||
| F. | ENVIRONMENTAL COMPLIANCE | 22 | ||
| G. | HUMAN CAPITAL | 22 | ||
| ITEM 1A. | RISK FACTORS | 24 | ||
| ITEM 1B. | UNRESOLVED STAFF COMMENTS | 38 | ||
| ITEM 1C. | CYBERSECURITY | 39 | ||
| ITEM 2. | PROPERTIES | 41 | ||
| ITEM 3. | LEGAL PROCEEDINGS | 44 | ||
| ITEM 4. | MINE SAFETY DISCLOSURES | 44 | ||
| INFORMATION ABOUT OUR EXECUTIVE OFFICERS | 45 | |||
| PART II | 47 | |||
| ITEM 5. | MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 47 | ||
| ITEM 6. | RESERVED | 47 | ||
| ITEM 7. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 48 | ||
| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 83 | ||
| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 84 | ||
| A. | Reports of Independent Registered Public Accounting Firm | 84 | ||
| B. | Consolidated Income Statements | 87 | ||
| C. | Consolidated Statements of Comprehensive Income | 88 | ||
| D. | Consolidated Balance Sheets | 89 | ||
| E. | Consolidated Statements of Cash Flows | 90 | ||
| F. | Consolidated Statements of Equity | 91 | ||
| G. | Notes to Consolidated Financial Statements | 92 | ||
| Note 1 | Summary of Significant Accounting Policies | 92 | ||
| Note 2 | Acquisitions | 103 | ||
| Note 3 | Dispositions | 105 | ||
| Note 4 | Operating Revenues | 106 | ||
| Note 5 | Credit Losses | 109 | ||
| Note 6 | Regulatory Assets and Liabilities | 111 | ||
| Note 7 | Property, Plant, and Equipment | 114 | ||
| Note 8 | Jointly Owned Utility Facilities | 115 | ||
| Note 9 | Asset Retirement Obligations | 116 | ||
| Note 10 | Goodwill and Intangibles | 117 | ||
| Note 11 | Common Equity | 118 | ||
| Note 12 | Preferred Stock | 121 | ||
| Note 13 | Short-Term Debt and Lines of Credit | 121 | ||
| Note 14 | Long-Term Debt | 123 | ||
| Note 15 | Leases | 125 | ||
| Note 16 | Income Taxes | 129 | ||
| Note 17 | Fair Value Measurements | 131 | ||
| Note 18 | Derivative Instruments | 133 | ||
| Note 19 | Guarantees | 134 | ||
| Note 20 | Employee Benefits | 134 | ||
| Note 21 | Investment in Transmission Affiliates | 139 | ||
| Note 22 | Segment Information | 140 | ||
| Note 23 | Variable Interest Entities | 143 | ||
| Note 24 | Commitments and Contingencies | 144 | ||
| Note 25 | Supplemental Cash Flow Information | 151 | ||
| Note 26 | Regulatory Environment | 151 | ||
| Note 27 | Other Income, Net | 157 | ||
| Note 28 | New Accounting Pronouncements | 157 | ||
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 159 | ||
|---|---|---|---|---|
| ITEM 9A. | CONTROLS AND PROCEDURES | 159 | ||
| ITEM 9B. | OTHER INFORMATION | 159 | ||
| ITEM 9C. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 159 | ||
| PART III | 160 | |||
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE OF THE REGISTRANT | 160 | ||
| ITEM 11. | EXECUTIVE COMPENSATION | 160 | ||
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 160 | ||
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 161 | ||
| ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES | 161 | ||
| PART IV | 162 | |||
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | 162 | ||
| SCHEDULE I — CONDENSED PARENT COMPANY FINANCIAL STATEMENTS | 168 | |||
| A. | Income Statements | 168 | ||
| B. | Statements of Comprehensive Income | 169 | ||
| C. | Balance Sheets | 170 | ||
| D. | Statements of Cash Flows | 171 | ||
| E. | Notes to Parent Company Financial Statements | 172 | ||
| SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS | 175 | |||
| SIGNATURES | 176 | |||
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 |
| ATC Holding | ATC Holding LLC |
| Bishop Hill III | Bishop Hill Energy III LLC |
| Blooming Grove | Blooming Grove Wind Energy Center LLC |
| Bluewater | Bluewater Natural Gas Holding, LLC |
| Bluewater Gas Storage | Bluewater Gas Storage, LLC |
| Coyote Ridge | Coyote Ridge Wind, LLC |
| Integrys | Integrys Holding, Inc. |
| Jayhawk | Jayhawk Wind, LLC |
| MERC | Minnesota Energy Resources Corporation |
| MGU | Michigan Gas Utilities Corporation |
| NSG | North Shore Gas Company |
| PDL | WPS Power Development, LLC |
| PELLC | Peoples Energy, LLC |
| 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 |
| Thunderhead | Thunderhead Wind Energy LLC |
| UMERC | Upper Michigan Energy Resources Corporation |
| Upstream | Upstream Wind Energy LLC |
| WBS | WEC Business Services LLC |
| WE | Wisconsin Electric Power Company |
| We Power | W.E. Power, LLC |
| WEC Energy Group | WEC Energy Group, Inc. |
| WECC | Wisconsin Energy Capital Corporation |
| WECI | WEC Infrastructure LLC |
| WECI Wind Holding I | WEC Infrastructure Wind Holding I LLC |
| WECI Wind Holding II | WEC Infrastructure Wind Holding II LLC |
| WEPCo Environmental Trust | WEPCo Environmental Trust Finance I, LLC |
| WG | Wisconsin Gas LLC |
| Wispark | Wispark LLC |
| Wisvest | Wisvest LLC |
| WPS | Wisconsin Public Service Corporation |
| WRPC | Wisconsin River Power Company |
| Federal and State Regulatory Agencies | |
| Army Corps | United States Army Corps of Engineers |
| 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 | Securities and Exchange Commission |
| WDNR | Wisconsin Department of Natural Resources |
| Accounting Terms | |
|---|---|
| AFUDC | Allowance for Funds Used During Construction |
| ARO | Asset Retirement Obligation |
| ASC | Accounting Standards Codification |
| ASU | Accounting Standards Update |
| CWIP | Construction Work in Progress |
| FASB | Financial Accounting Standards Board |
| GAAP | Generally Accepted Accounting Principles |
| LIFO | Last-In, First-Out |
| OPEB | Other Postretirement Employee Benefits |
| VIE | Variable Interest Entity |
| Environmental Terms | |
| Act 141 | 2005 Wisconsin Act 141 |
| BATW | Bottom Ash Transport Water |
| BTA | Best Technology Available |
| CAA | Clean Air Act |
| CASAC | Clean Air Scientific Advisory Committee |
| CCR | Coal Combustion Residual |
| CO2 | Carbon Dioxide |
| CWA | Clean Water Act |
| ELG | Steam Electric Effluent Limitation Guidelines |
| FGD | Flue Gas Desulfurization |
| GHG | Greenhouse Gas |
| LDC | Local Natural Gas Distribution Company |
| MATS | Mercury and Air Toxics Standards |
| NAAQS | National Ambient Air Quality Standards |
| NOV | Notice of Violation |
| NOx | Nitrogen Oxide |
| NSPS | New Source Performance Standards |
| PCB | Polychlorinated Biphenyl |
| PM | Particulate Matter |
| SO2 | Sulfur Dioxide |
| WOTUS | Waters of the United States |
| 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 |
| MDth | One Thousand Dekatherms |
| MW | Megawatt |
| MWh | Megawatt-hour |
| µg/m3 | Micrograms Per Cubic Meter |
| Other Terms and Abbreviations | |
| 2007 Junior Notes | WEC Energy Group, Inc.'s 2007 Junior Subordinated Notes Due 2067 |
| AMI | Advanced Metering Infrastructure |
| AOC | Audit and Oversight Committee of the Board of Directors |
| ARR | Auction Revenue Right |
| Badger Hollow I | Badger Hollow Solar Park I |
| Badger Hollow II | Badger Hollow Solar Park II |
| CABO | Clean and Affordable Buildings Ordinance |
| CAO | Chief Administrative Officer |
| CEO | Chief Executive Officer |
| CFR | Code of Federal Regulations |
| Chicago, IL-IN-WI | Chicago, Illinois, Indiana, and Wisconsin |
|---|---|
| Compensation Committee | Compensation Committee of the Board of Directors |
| CSIRT | Cybersecurity Incident Response Team |
| D.C. Circuit Court of Appeals | United States Court of Appeals for the District of Columbia Circuit |
| Darien | Darien Solar Park |
| DER | Distributed Energy Resource |
| DRER | Dedicated Renewable Energy Resource |
| Enterprise Security Director | Director of Enterprise Security & Compliance |
| ERGS | Elm Road Generating Station |
| ER 1 | Elm Road Generating Station Unit 1 |
| ER 2 | Elm Road Generating Station Unit 2 |
| ERSC | Enterprise Risk Steering Committee |
| 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 |
| Executive Order 13990 | Executive Order 13990 of January 20, 2021 - Protecting Public Health and the Environment and Restoring Science To Tackle the Climate Crisis |
| Forward Wind | Forward Wind Energy Center |
| FTR | Financial Transmission Right |
| GCRM | Gas Cost Recovery Mechanism |
| High Noon | High Noon Solar Energy Center |
| Holding Company Act | Wisconsin Utility Holding Company Act |
| IRA | Inflation Reduction Act |
| IT/OT | Information Technology and Operational Technology |
| ITC | Investment Tax Credit |
| Koshkonong | Koshkonong Solar Park |
| LIBOR | London Interbank Offered Rate |
| LMP | Locational Marginal Price |
| LNG | Liquefied Natural Gas |
| Maple Flats | Maple Flats Solar Energy Center |
| MG&E | Madison Gas and Electric Company |
| MISO | Midcontinent Independent System Operator, Inc. |
| MISO Energy Markets | MISO Energy and Operating Reserves Market |
| MRP | Main Replacement Program |
| NYMEX | New York Mercantile Exchange |
| OCPP | Oak Creek Power Plant |
| Omnibus Stock Incentive Plan | WEC Energy Group Omnibus Stock Incentive Plan, Amended and Restated, Effective as of May 6, 2021 |
| Paris | Paris Solar-Battery Park |
| PHMSA | Pipeline and Hazardous Materials Safety Administration |
| PIPP | Presque Isle Power Plant |
| Point Beach | Point Beach Nuclear Power Plant |
| PPA | Power Purchase Agreement |
| PSB | Public Service Building |
| PTC | Production Tax Credit |
| PUHCA 2005 | Public Utility Holding Company Act of 2005 |
| PWGS | Port Washington Generating Station |
| PWGS 1 | Port Washington Generating Station Unit 1 |
| PWGS 2 | Port Washington Generating Station Unit 2 |
| QIP | Qualifying Infrastructure Plant |
| RCC | Replacement Capital Covenant (dated May 11, 2007) |
| REC | Renewable Energy Certificate |
| Red Barn | Red Barn Wind Park |
| Renegade | Renegade Solar Energy Center |
| RICE | Reciprocating Internal Combustion Engine |
| RNG | Renewable Natural Gas |
|---|---|
| ROE | Return on Equity |
| RTO | Regional Transmission Organization |
| S&P | Standard & Poor's |
| SIP | State Implementation Plan |
| SMP | Safety Modernization Program |
| SOFR | Secured Overnight Financing Rate |
| SPP | Southwest Power Pool, Inc. |
| SSR | System Support Resource |
| Supreme Court | United States Supreme Court |
| Tax Legislation | Tax Cuts and Jobs Act of 2017 |
| TCR | Transmission Congestion Right |
| Tilden | Tilden Mining Company |
| TPTFA | Third-Party Transaction Fee Adjustment |
| Two Creeks | Two Creeks Solar Park |
| UEA | Uncollectible Expense Adjustment |
| UFLPA | Uyghur Forced Labor Prevention Act |
| VAPP | Valley Power Plant |
| West Riverside | West Riverside Energy Center |
| Whitewater | Whitewater Cogeneration Facility |
| WPL | Wisconsin Power and Light Company |
| WRO | Withhold Release Order |
| WUA | Wisconsin Utilities Association |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.