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, 20232024

OR
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.
001-01245WISCONSIN ELECTRIC POWER COMPANY39-0476280
(A Wisconsin Corporation)
231 West Michigan Street
P.O. Box 2046
Milwaukee, WI 53201
(414) 221-2345


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

None

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 filerAccelerated filer
Non-accelerated filerSmaller 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:

Common Stock, $10 Par Value,
33,289,327 shares outstanding at
March 31, 20232024

All of the common stock of Wisconsin Electric Power Company is held by WEC Energy Group, Inc.


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WISCONSIN ELECTRIC POWER COMPANY
QUARTERLY REPORT ON FORM 10-Q
For the Quarter Ended March 31, 20232024
TABLE OF CONTENTS
Page
Page

03/31/20232024 Form 10-QiWisconsin Electric Power Company


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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:
Affiliates
ATCAmerican Transmission Company LLC
We PowerW.E. Power, LLC
WEC Energy GroupWEC Energy Group, Inc.
WEPCo Environmental TrustWEPCo Environmental Trust Finance I, LLC
WPSWisconsin Public Service Corporation
Federal and State Regulatory Agencies
CBPUnited States Customs and Border Protection Agency
DOCUnited States Department of Commerce
EPAUnited States Environmental Protection Agency
IRSUnited States Internal Revenue Service
PSCWPublic Service Commission of Wisconsin
SECUnited States Securities and Exchange Commission
WDNRWisconsin Department of Natural Resources
Accounting Terms
AFUDCAllowance for Funds Used During Construction
ASUAccounting Standards Update
FASBFinancial Accounting Standards Board
GAAPUnited States Generally Accepted Accounting Principles
OPEBOther Postretirement Employee Benefits
VIEVariable Interest Entity
Environmental Terms
BATWBottom Ash Transport Water
BTABest Technology Available
CASACClean Air Scientific Advisory Committee
CCRCoal Combustion Residuals
CO2
Carbon Dioxide
CWAClean Water Act
ELGSteam Electric Effluent Limitation Guidelines
FGDFlue Gas Desulfurization
GHGGreenhouse Gas
LDCLocal Distribution Company
MATSMercury and Air Toxics Standards
NAAQSNational Ambient Air Quality Standards
NOxNitrogen Oxide
PMParticulate Matter
WOTUSWaters of the United States
WPDESWisconsin Pollutant Discharge Elimination System
ZLDZero Liquid Discharge
Measurements
BcfBillion Cubic Feet
DthDekatherm
lb/MMBtuPound Per Million British Thermal Unit
MWMegawatt
MWhMegawatt-hours
µg/m3Micrograms Per Cubic Meter
Other Terms and Abbreviations
AD/CVDAntidumping and Countervailing Duties
AMIAdvanced Metering Infrastructure
Badger Hollow IIBadger Hollow Solar Park II
Chicago, IL-IN-WIChicago, Illinois, Indiana, and Wisconsin
DarienDarien Solar Park
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D.C. Circuit Court of AppealsUnited States Court of Appeals for the District of Columbia Circuit
DERDistributed Energy Resource
DRERDedicated Renewable Energy Resource
ERGSElm Road Generating Station
ESG Progress PlanWEC Energy Group's Capital Investment Plan for Efficiency, Sustainability, and Growth for 2023-20272024-2028
ETBEnvironmental Trust Bond
EVElectric Vehicle
Exchange ActSecurities Exchange Act of 1934, as amended
FTRFinancial Transmission Right
IRAInflation Reduction Act
ITCInvestment Tax Credit
LIBORKoshkonongKoshkonong Solar Park
LDCLondon Interbank Offered RateLocal Natural Gas Distribution Company
LNGLiquefied Natural Gas
MISOMidcontinent Independent System Operator, Inc.
OCPPOak Creek Power Plant
OMBParisOffice of Management and BudgetParis Solar-Battery Park
PPAPower Purchase Agreement
PTCProduction Tax Credit
PWGSPort Washington Generating Station
RICEReciprocating Internal Combustion Engine
RNGRenewable Natural Gas
ROEReturn on Equity
S&PStandard & Poor's
SIPState Implementation Plan
Supreme CourtUnited States Supreme Court
Tax LegislationTax Cuts and Jobs Act of 2017
UFLPAUyghur Forced Labor Prevention Act
West RiversideWest Riverside Energy Center
WhitewaterWhitewater Cogeneration Facility
WROWithhold Release Order
WUAWisconsin Utilities Association

03/31/20232024 Form 10-QiiiWisconsin Electric Power Company


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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, effective tax rates, pension and OPEB plans, fuel costs, sources of electric energy supply, coal and natural gas deliveries, remediation costs, climate-related matters, the 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 20222023 Annual Report on Form 10-K, and those identified below:

Factors affecting utility 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;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 heightened emphasisfocus 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;

The impact of public health crises, including epidemics and pandemics, on our business functions, financial condition, liquidity, and results of operations;
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Factors affecting the implementation of WEC Energy Group's 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,
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technology advances, the feasibility of competing generation projects, and the ability to execute WEC Energy Group's 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 ongoing conflict between Russia and Ukraine and related sanctions;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 or us;

Changes in the method of determining LIBOR or the replacement of LIBOR with an alternative reference rate;

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 cyber securitycybersecurity 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;

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 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;

The risk associated with the value of long-lived assets, including intangible assets, and their possible impairment;

Potential business strategies to acquire and dispose of assets, which cannot be assured to be completed timely or within budgets;

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.

03/31/20232024 Form 10-Q2Wisconsin Electric Power Company


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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

WISCONSIN ELECTRIC POWER COMPANY

CONDENSED CONSOLIDATED INCOME STATEMENTS (Unaudited)CONDENSED CONSOLIDATED INCOME STATEMENTS (Unaudited)Three Months Ended
March 31
CONDENSED CONSOLIDATED INCOME STATEMENTS (Unaudited)
March 31
March 31
(in millions)(in millions)20232022
(in millions)
(in millions)
Operating revenues
Operating revenues
Operating revenuesOperating revenues$1,091.9 $1,072.0 
Operating expensesOperating expenses
Operating expenses
Operating expenses
Cost of sales
Cost of sales
Cost of salesCost of sales444.5 444.2 
Other operation and maintenanceOther operation and maintenance232.3 192.6 
Other operation and maintenance
Other operation and maintenance
Depreciation and amortization
Depreciation and amortization
Depreciation and amortizationDepreciation and amortization127.8 119.1 
Property and revenue taxesProperty and revenue taxes29.9 27.0 
Property and revenue taxes
Property and revenue taxes
Total operating expenses
Total operating expenses
Total operating expensesTotal operating expenses834.5 782.9 
Operating incomeOperating income257.4 289.1 
Operating income
Operating income
Other income, net
Other income, net
Other income, netOther income, net15.1 10.6 
Interest expenseInterest expense117.8 113.4 
Interest expense
Interest expense
Other expense
Other expense
Other expenseOther expense(102.7)(102.8)
Income before income taxesIncome before income taxes154.7 186.3 
Income before income taxes
Income before income taxes
Income tax expenseIncome tax expense32.7 47.5 
Income tax expense
Income tax expense
Net income
Net income
Net incomeNet income122.0 138.8 
Preferred stock dividend requirementsPreferred stock dividend requirements0.3 0.3 
Preferred stock dividend requirements
Preferred stock dividend requirements
Net income attributed to common shareholderNet income attributed to common shareholder$121.7 $138.5 
Net income attributed to common shareholder
Net income attributed to common shareholder

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

03/31/20232024 Form 10-Q3Wisconsin Electric Power Company


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WISCONSIN ELECTRIC POWER COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(in millions, except share and per share amounts)
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(in millions, except share and per share amounts)
March 31, 2023December 31, 2022
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(in millions, except share and per share amounts)
March 31, 2024December 31, 2023
AssetsAssets
Current assetsCurrent assets
Current assets
Current assets
Cash and cash equivalentsCash and cash equivalents$11.4 $6.1 
Accounts receivable and unbilled revenues, net of reserves of $53.7 and $49.7, respectively595.5 582.6 
Cash and cash equivalents
Cash and cash equivalents
Accounts receivable and unbilled revenues, net of reserves of $48.9 and $44.5, respectively
Accounts receivable from related partiesAccounts receivable from related parties93.7 113.2 
Materials, supplies, and inventoriesMaterials, supplies, and inventories238.8 292.9 
Prepaid taxesPrepaid taxes75.4 113.1 
Other prepaymentsOther prepayments27.2 25.6 
Collateral on deposit80.8 46.7 
Other
Other
OtherOther6.8 27.1 
Current assetsCurrent assets1,129.6 1,207.3 
Long-term assetsLong-term assets
Property, plant, and equipment, net of accumulated depreciation and amortization of $5,491.7 and $5,450.3, respectively10,794.4 10,718.6 
Regulatory assets (March 31, 2023 and December 31, 2022 include $90.9 and $92.4, respectively, related to WEPCo Environmental Trust)2,854.4 2,817.5 
Long-term assets
Long-term assets
Property, plant, and equipment, net of accumulated depreciation and amortization of $5,876.2 and $5,779.2, respectively
Property, plant, and equipment, net of accumulated depreciation and amortization of $5,876.2 and $5,779.2, respectively
Property, plant, and equipment, net of accumulated depreciation and amortization of $5,876.2 and $5,779.2, respectively
Regulatory assets (March 31, 2024 and December 31, 2023 include $84.1 and $85.9, respectively, related to WEPCo Environmental Trust)
Pension and OPEB assetsPension and OPEB assets145.2 143.3 
OtherOther85.6 133.5 
Long-term assetsLong-term assets13,879.6 13,812.9 
Total assetsTotal assets$15,009.2 $15,020.2 
Liabilities and EquityLiabilities and Equity
Liabilities and Equity
Liabilities and Equity
Current liabilities
Current liabilities
Current liabilitiesCurrent liabilities
Short-term debtShort-term debt$127.5 $460.7 
Current portion of long-term debt (related to WEPCo Environmental Trust)8.9 8.9 
Short-term debt
Short-term debt
Current portion of long-term debt (March 31, 2024 and December 31, 2023 include $9.0 related to WEPCo Environmental Trust)
Current portion of finance lease obligationsCurrent portion of finance lease obligations78.8 112.3 
Accounts payableAccounts payable228.4 400.5 
Accounts payable to related partiesAccounts payable to related parties174.4 179.4 
Derivative liabilities66.7 28.8 
Other
Other
OtherOther223.8 181.7 
Current liabilitiesCurrent liabilities908.5 1,372.3 
Long-term liabilitiesLong-term liabilities
Long-term debt (March 31, 2023 and December 31, 2022 each include $94.1 related to WEPCo Environmental Trust)3,352.2 3,351.5 
Long-term liabilities
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)
Long-term debt (March 31, 2024 and December 31, 2023 include $85.4 and $85.3, respectively, related to WEPCo Environmental Trust)
Long-term debt (March 31, 2024 and December 31, 2023 include $85.4 and $85.3, respectively, related to WEPCo Environmental Trust)
Finance lease obligationsFinance lease obligations2,701.0 2,702.3 
Deferred income taxesDeferred income taxes1,472.8 1,467.3 
Regulatory liabilitiesRegulatory liabilities1,611.5 1,637.4 
Pension and OPEB obligations28.1 30.8 
Other
Other
OtherOther290.6 291.4 
Long-term liabilitiesLong-term liabilities9,456.2 9,480.7 
Commitments and contingencies (Note 17)Commitments and contingencies (Note 17)
Commitments and contingencies (Note 17)
Commitments and contingencies (Note 17)
Common shareholder's equityCommon shareholder's equity
Common shareholder's equity
Common shareholder's equity
Common stock – $10 par value; 65,000,000 shares authorized; 33,289,327 shares outstanding
Common stock – $10 par value; 65,000,000 shares authorized; 33,289,327 shares outstanding
Common stock – $10 par value; 65,000,000 shares authorized; 33,289,327 shares outstandingCommon stock – $10 par value; 65,000,000 shares authorized; 33,289,327 shares outstanding332.9 332.9 
Additional paid in capitalAdditional paid in capital2,162.3 1,746.8 
Retained earningsRetained earnings2,118.9 2,057.1 
Common shareholder's equityCommon shareholder's equity4,614.1 4,136.8 
Preferred stockPreferred stock30.4 30.4 
Preferred stock
Preferred stock
Total liabilities and equityTotal liabilities and equity$15,009.2 $15,020.2 

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

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WISCONSIN ELECTRIC POWER COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)Three Months EndedCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)Three Months Ended
March 31
March 31March 31
(in millions)(in millions)20232022(in millions)20242023
Operating activitiesOperating activities
Net incomeNet income$122.0 $138.8 
Net income
Net income
Reconciliation to cash provided by operating activitiesReconciliation to cash provided by operating activities
Depreciation and amortization
Depreciation and amortization
Depreciation and amortizationDepreciation and amortization127.8 119.1 
Deferred income taxes and ITCs, netDeferred income taxes and ITCs, net(0.1)16.0 
Change in –Change in –
Change in –
Change in –
Accounts receivable and unbilled revenues, net
Accounts receivable and unbilled revenues, net
Accounts receivable and unbilled revenues, netAccounts receivable and unbilled revenues, net7.8 (19.0)
Materials, supplies, and inventoriesMaterials, supplies, and inventories59.0 39.9 
Prepaid taxesPrepaid taxes37.7 25.7 
Collateral on deposit
Collateral on deposit
Collateral on depositCollateral on deposit(34.1)0.3 
Other current assetsOther current assets(0.7)4.9 
Accounts payableAccounts payable(141.8)(105.9)
Accrued taxesAccrued taxes24.9 31.2 
Amounts refundable to customersAmounts refundable to customers31.1 17.5 
Accrued interestAccrued interest22.6 29.2 
Collateral received 34.6 
Other current liabilities
Other current liabilities
Other current liabilitiesOther current liabilities(36.1)(22.0)
Other, netOther, net(4.6)(2.1)
Net cash provided by operating activitiesNet cash provided by operating activities215.5 308.2 
Investing activitiesInvesting activities
Investing activities
Investing activities
Capital expenditures
Capital expenditures
Capital expendituresCapital expenditures(208.7)(139.5)
Acquisition of WhitewaterAcquisition of Whitewater(38.0)— 
Reimbursement for ATC's construction costs
Reimbursement for ATC's construction costs
Reimbursement for ATC's construction costs
Insurance proceeds received for property damage 41.0 
Other, net
Other, net
Other, netOther, net(2.6)(0.6)
Net cash used in investing activitiesNet cash used in investing activities(249.3)(99.1)
Financing activitiesFinancing activities
Financing activities
Financing activities
Change in short-term debt
Change in short-term debt
Change in short-term debtChange in short-term debt(333.2)(351.0)
Payments for finance lease obligations
Payments for finance lease obligations
Payments for finance lease obligationsPayments for finance lease obligations(18.3)(18.6)
Equity contribution from parentEquity contribution from parent415.0 280.0 
Payment of dividends to parentPayment of dividends to parent(60.0)(110.0)
Other, netOther, net(0.3)(0.3)
Net cash provided by (used in) financing activitiesNet cash provided by (used in) financing activities3.2 (199.9)
Net change in cash, cash equivalents, and restricted cashNet change in cash, cash equivalents, and restricted cash(30.6)9.2 
Net change in cash, cash equivalents, and restricted cash
Net change in cash, cash equivalents, and restricted cash
Cash, cash equivalents, and restricted cash at beginning of periodCash, cash equivalents, and restricted cash at beginning of period47.7 3.0 
Cash, cash equivalents, and restricted cash at end of periodCash, cash equivalents, and restricted cash at end of period$17.1 $12.2 

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

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WISCONSIN ELECTRIC POWER COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Unaudited)CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Unaudited)
Wisconsin Electric Power Company Common Shareholder's Equity
Wisconsin Electric Power Company Common Shareholder's Equity
Wisconsin Electric Power Company Common Shareholder's Equity
Wisconsin Electric Power Company Common Shareholder's Equity
(in millions)(in millions)Common StockAdditional Paid In CapitalRetained EarningsTotal Common Shareholder's EquityPreferred StockTotal Equity
Balance at December 31, 2022$332.9 $1,746.8 $2,057.1 $4,136.8 $30.4 $4,167.2 
(in millions)
(in millions)Common StockAdditional Paid In CapitalRetained EarningsTotal Common Shareholder's EquityPreferred StockTotal Equity
Balance at December 31, 2023
Net income attributed to common shareholderNet income attributed to common shareholder  121.7 121.7  121.7 
Payment of dividends to parentPayment of dividends to parent  (60.0)(60.0) (60.0)
Equity contribution from parent 415.0  415.0  415.0 
Stock-based compensation and otherStock-based compensation and other 0.5 0.1 0.6  0.6 
Balance at March 31, 2023$332.9 $2,162.3 $2,118.9 $4,614.1 $30.4 $4,644.5 
Stock-based compensation and other
Stock-based compensation and other
Balance at March 31, 2024

Wisconsin Electric Power Company Common Shareholder's Equity
Wisconsin Electric Power Company Common Shareholder's Equity
(in millions)(in millions)Common StockAdditional Paid In CapitalRetained EarningsTotal Common Shareholder's EquityPreferred StockTotal Equity
Balance at December 31, 2021$332.9 $1,290.9 $2,290.5 $3,914.3 $30.4 $3,944.7 
(in millions)
(in millions)Common StockAdditional Paid In CapitalRetained EarningsTotal Common Shareholder's EquityPreferred StockTotal Equity
Balance at December 31, 2022
Net income attributed to common shareholderNet income attributed to common shareholder— — 138.5 138.5 — 138.5 
Payment of dividends to parentPayment of dividends to parent— — (110.0)(110.0)— (110.0)
Equity contribution from parentEquity contribution from parent— 280.0 — 280.0 — 280.0 
Stock-based compensation and otherStock-based compensation and other— 0.7 (0.1)0.6 — 0.6 
Balance at March 31, 2022$332.9 $1,571.6 $2,318.9 $4,223.4 $30.4 $4,253.8 
Balance at March 31, 2023

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

03/31/20232024 Form 10-Q6Wisconsin Electric Power Company


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WISCONSIN ELECTRIC POWER COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
March 31, 20232024

NOTE 1—GENERAL INFORMATION

Wisconsin Electric Power Company serves approximately 1.2 million electric customers and 0.5 million natural gas customers.

As used in these notes, the term "financial statements" refers to the condensed consolidated financial statements. This includes the income statements, 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 Wisconsin Electric Power Company and its subsidiary.

On our financial statements, we consolidate VIEs of which we are the primary beneficiary.

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, 2022.2023. 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, 2023,2024, are not necessarily indicative of expected results for 20232024 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.

Acquisitions of Electric Generation Facilities in Wisconsin

In FebruaryJune 2023, WPS, along with an unaffiliated entity, received approval fromwe completed the PSCW to acquireacquisition of 100 MWs of West Riverside's nameplate capacity, in the first of two potential option exercises. WPS also received approval to transfer its ownership interest to us. The transaction is expected to close during the second quarter of 2023, and our investment is expected to be approximately $102 million. West Riverside is a commercially operational dual fueled combined cycle generation facility in Beloit, Wisconsin. Our 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 us. The PSCW approved both requests in February 2024. Our incremental share of this investment is expected to be approximately $100 million, with the transaction expected to close in June 2024.

In January 2023, we, along with 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. Our share of the cost of this facility was $38.0 million for 50% of the capacity.

03/31/20232024 Form 10-Q7Wisconsin Electric Power Company


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NOTE 3—OPERATING REVENUES

For more information about our operating revenues, see Note 1(d), Operating Revenues, in our 20222023 Annual Report on Form 10-K.

Disaggregation of Operating Revenues

The following tables present our operating revenues disaggregated by revenue source for our utility segment. We do not have any revenues associated with our other segment. We disaggregate revenues into categories that depict how the nature, amount, timing, and uncertainty of revenues and cash flows are affected by economic factors. 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.
Three Months Ended March 31
Three Months Ended March 31
Three Months Ended March 31
Three Months Ended March 31
(in millions)
(in millions)
(in millions)(in millions)20232022
Wisconsin Electric Power CompanyWisconsin Electric Power Company
Wisconsin Electric Power Company
Wisconsin Electric Power Company
Electric utility
Electric utility
Electric utilityElectric utility$843.9 $831.1 
Natural gas utilityNatural gas utility243.6 235.9 
Natural gas utility
Natural gas utility
Total revenues from contracts with customers
Total revenues from contracts with customers
Total revenues from contracts with customersTotal revenues from contracts with customers1,087.5 1,067.0 
Other operating revenuesOther operating revenues4.4 5.0 
Other operating revenues
Other operating revenues
Total operating revenues
Total operating revenues
Total operating revenuesTotal operating revenues$1,091.9 $1,072.0 

Revenues from Contracts with Customers

Electric Utility Operating Revenues

The following table disaggregates electric utility operating revenues byinto customer class:
Three Months Ended March 31
Three Months Ended March 31
Three Months Ended March 31
Three Months Ended March 31
(in millions)
(in millions)
(in millions)(in millions)20232022
ResidentialResidential$357.4 $335.4 
Residential
Residential
Small commercial and industrial
Small commercial and industrial
Small commercial and industrialSmall commercial and industrial284.6 268.0 
Large commercial and industrialLarge commercial and industrial139.1 136.8 
Large commercial and industrial
Large commercial and industrial
Other
Other
OtherOther5.7 5.4 
Total retail revenuesTotal retail revenues786.8 745.6 
Total retail revenues
Total retail revenues
Wholesale
Wholesale
WholesaleWholesale11.7 20.6 
ResaleResale33.4 51.0 
Resale
Resale
Steam
Steam
SteamSteam11.0 12.1 
Other utility revenuesOther utility revenues1.0 1.8 
Other utility revenues
Other utility revenues
Total electric utility operating revenues
Total electric utility operating revenues
Total electric utility operating revenuesTotal electric utility operating revenues$843.9 $831.1 

Natural Gas Utility Operating Revenues

The following table disaggregates natural gas utility operating revenues byinto customer class:
Three Months Ended March 31
Three Months Ended March 31
Three Months Ended March 31
Three Months Ended March 31
(in millions)
(in millions)
(in millions)(in millions)20232022
ResidentialResidential$179.2 $165.7 
Residential
Residential
Commercial and industrial
Commercial and industrial
Commercial and industrialCommercial and industrial87.9 83.3 
Total retail revenuesTotal retail revenues267.1 249.0 
Total retail revenues
Total retail revenues
Transportation
Transportation
TransportationTransportation6.8 5.6 
Other utility revenues (1)
Other utility revenues (1)
(30.3)(18.7)
Other utility revenues (1)
Other utility revenues (1)
Total natural gas utility operating revenuesTotal natural gas utility operating revenues$243.6 $235.9 
Total natural gas utility operating revenues
Total natural gas utility operating revenues

(1)Includes the revenues subject to our purchased gas recovery mechanism. During both quarters, we over-collectedmechanism, which fluctuate based on actual natural gas costs due to theseincurred, compared with the recovery of natural gas costs being lower than what wasthat were anticipated in rates.

03/31/20232024 Form 10-Q8Wisconsin Electric Power Company


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Other Operating Revenues

Other operating revenues consist primarily of the following:
Three Months Ended March 31
Three Months Ended March 31
Three Months Ended March 31
Three Months Ended March 31
(in millions)
(in millions)
(in millions)(in millions)20232022
Late payment chargesLate payment charges$3.7 $3.5 
Late payment charges
Late payment charges
Alternative revenues (1)
Alternative revenues (1)
Alternative revenues (1)
Rental revenuesRental revenues0.4 0.9 
Alternative revenues (1)
0.3 0.6 
Rental revenues
Rental revenues
Total other operating revenuesTotal other operating revenues$4.4 $5.0 
Total other operating revenues
Total other operating revenues

(1)SeeAlternative revenues consist of amounts to be recovered or refunded to customers subject to wholesale true-ups. For more information about our alternative revenues, see Note 1(d), Operating Revenues, in our 20222023 Annual Report on Form 10-K for more information on alternative revenues.10-K.

NOTE 4—CREDIT LOSSES

Our exposure to credit losses is related to our accounts receivable and unbilled revenue balances, which are generated from the sale of electricity and natural gas by our regulated utility operations. Our regulated utility operations are included in our utility segment. No accounts receivable and unbilled revenue balances were reported in the other segment at March 31, 20232024 and December 31, 2022.2023.

We evaluate the collectability of our accounts receivable and unbilled revenue balances considering a combination of factors. For some of our larger customers and also in circumstances where we become aware of a specific customer's inability to meet its financial obligations to us, we record a specific allowance for credit losses against amounts due in order to reduce the net recognized receivable to the amount we reasonably believe will be collected. For all other customers, we use the accounts receivable aging method to calculate an allowance for credit losses. Using this method, we classify accounts receivable into different aging buckets and calculate a reserve percentage for each aging bucket based upon historical loss rates. The calculated reserve percentages are updated on at least an annual basis, in order to ensure recent macroeconomic, political, and regulatory trends are captured in the calculation, to the extent possible. Risks identified that we do not believe are reflected in the calculated reserve percentages, are assessed on a quarterly basis to determine whether further adjustments are required.

We monitor our ongoing credit exposure through active review of counterparty accounts receivable balances against contract terms and due dates. Our activities include timely account reconciliation, dispute resolution and payment confirmation. To the extent possible, we work with customers with past due balances to negotiate payment plans, but will disconnect customers for non-payment as allowed by the PSCW, if necessary, and employ collection agencies and legal counsel to pursue recovery of defaulted receivables. For our larger customers, detailed credit review procedures may be performed in advance of any sales being made. We sometimes require letters of credit, parental guarantees, prepayments or other forms of credit assurance from our larger customers to mitigate credit risk.

We have included a table below that shows our gross third-party receivable balances and related allowance for credit losses.
(in millions)(in millions)March 31, 2023December 31, 2022(in millions)March 31, 2024December 31, 2023
Accounts receivable and unbilled revenuesAccounts receivable and unbilled revenues$649.2 $632.3 
Allowance for credit lossesAllowance for credit losses53.7 49.7 
Accounts receivable and unbilled revenues, net (1)
Accounts receivable and unbilled revenues, net (1)
$595.5 $582.6 
Total accounts receivable, net – past due greater than 90 days (1)
Total accounts receivable, net – past due greater than 90 days (1)
$39.3 $35.8 
Total accounts receivable, net – past due greater than 90 days (1)
Total accounts receivable, net – past due greater than 90 days (1)
Past due greater than 90 days – collection risk mitigated by regulatory mechanisms (1)
Past due greater than 90 days – collection risk mitigated by regulatory mechanisms (1)
98.5 %97.5 %
Past due greater than 90 days – collection risk mitigated by regulatory mechanisms (1)
95.2 %94.1 %

(1)Our exposure to credit losses for certain regulated utility customers is mitigated by a regulatory mechanism we have in place. Specifically, our residential tariffs include a mechanism for cost recovery or refund of uncollectible expense based on the difference between actual uncollectible write-offs and the amounts recovered in rates. As a result, at March 31, 2023, $349.72024, $354.9 million, or 58.7%62.0%, of our net accounts receivable and unbilled revenues balance had regulatory protections in place to mitigate the exposure to credit losses.

03/31/20232024 Form 10-Q9Wisconsin Electric Power Company


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A rollforward of the allowance for credit losses is included below:
Three Months Ended March 31
Three Months Ended March 31Three Months Ended March 31
(in millions)(in millions)20232022(in millions)20242023
Balance at January 1Balance at January 1$49.7 $51.4 
Provision for credit lossesProvision for credit losses6.6 6.1 
Provision for credit losses deferred for future recovery or refundProvision for credit losses deferred for future recovery or refund13.8 7.1 
Write-offs charged against the allowanceWrite-offs charged against the allowance(20.3)(18.8)
Recoveries of amounts previously written offRecoveries of amounts previously written off3.9 6.0 
Balance at March 31Balance at March 31$53.7 $51.8 

There was a $4.4 million and $4.0 million increase, respectively, in the allowance for credit losses atduring the three months ended March 31, 2023, compared to January 1,2024 and 2023, driven by an increase in past due accounts receivable balances. An increase in past due balances is a trend we generally see over the winter moratorium months, when we are not allowed to disconnect customer service as a result of non-payment. The winter moratorium begins on November 1 and ends on April 15.

NOTE 5—REGULATORY ASSETS AND LIABILITIES

The following regulatory assets and liabilities were reflected on our balance sheets at March 31, 20232024 and December 31, 2022.2023. For more information on our regulatory assets and liabilities, see Note 6,7, Regulatory Assets and Liabilities, in our 20222023 Annual Report on Form 10-K.
(in millions)(in millions)March 31, 2023December 31, 2022(in millions)March 31, 2024December 31, 2023
Regulatory assetsRegulatory assets
Finance leases$1,083.7 $1,072.0 
We Power finance leases
We Power finance leases
We Power finance leases
Plant retirement related itemsPlant retirement related items623.4 632.7 
Income tax related itemsIncome tax related items379.0 382.1 
Pension and OPEB costsPension and OPEB costs334.2 337.2 
System support resourceSystem support resource120.9 123.5 
SecuritizationSecuritization90.9 92.4 
Uncollectible expense
Asset retirement obligations
DerivativesDerivatives80.3 40.3 
Asset retirement obligations41.2 41.1 
Uncollectible expense30.2 16.4 
Energy efficiency programsEnergy efficiency programs16.5 17.7 
We Power generation12.1 21.6 
Bluewater Natural Gas Holding, LLC
Environmental remediation costs
Other, netOther, net42.0 40.5 
Total regulatory assetsTotal regulatory assets$2,854.4 $2,817.5 

(in millions)(in millions)March 31, 2023December 31, 2022(in millions)March 31, 2024December 31, 2023
Regulatory liabilitiesRegulatory liabilities
Removal costsRemoval costs$729.0 $718.1 
Removal costs
Removal costs
Income tax related itemsIncome tax related items708.1 716.1 
Pension and OPEB benefitsPension and OPEB benefits143.4 144.4 
Energy costs refundable through rate adjustments (1)
32.8 1.8 
Energy costs refundable through rate adjustments
Electric transmission costsElectric transmission costs8.3 0.2 
Derivatives1.8 39.1 
Energy efficiency programs
Other, netOther, net20.5 19.1 
Total regulatory liabilitiesTotal regulatory liabilities$1,643.9 $1,638.8 
Balance sheet presentationBalance sheet presentation
Balance sheet presentation
Balance sheet presentation
Other current liabilities
Other current liabilities
Other current liabilitiesOther current liabilities$32.4 $1.4 
Regulatory liabilitiesRegulatory liabilities1,611.5 1,637.4 
Total regulatory liabilitiesTotal regulatory liabilities$1,643.9 $1,638.8 

(1)    The increase in these regulatory liabilities was primarily due to lower natural gas costs incurred during the first quarter of 2023, compared to what was anticipated in rates.
03/31/20232024 Form 10-Q10Wisconsin Electric Power Company


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NOTE 6—PROPERTY, PLANT, AND EQUIPMENT

Plant to be Retired

Oak Creek Power Plant Units 5 – 85-8

As a result of a PSCW approval for the construction of a solar and battery project received in December 2022 for the acquisition and construction of Darien, the retirement of the OCPP generating units 5 – 8Units 5-8 became probable. In early 2023, WEC Energy GroupSubsequently, we have received additional approvals for electric generation facilities, including Koshkonong and 200 MWs of West Riverside. See Note 2, Acquisitions, for more information on the West Riverside acquisition and the Koshkonong Solar-Battery Park.two option exercises. OCPP unitsUnits 5 and 6 are expected to be retired by the end of May 2024, while unitsOCPP Units 7 and 8 are expected to be retired by late 2025. The total net book value of our ownership share of units 5 – 8OCPP Units 5-8 was $812.9$760.0 million at March 31, 2023,2024, which does not include deferred taxes. These amounts wereThis amount was classified as plant to be retired within property, plant, and equipment on our balance sheet. These units are included in rate base, and we continue to depreciate them on a straight-line basis using the composite depreciation rates approved by the PSCW.

NOTE 7—COMMON EQUITY

Various financing arrangements and regulatory requirements impose certain restrictions on our ability to transfer funds to WEC Energy Group in the form of cash dividends, loans, or advances. In addition, Wisconsin law prohibits us from making loans to or guaranteeing obligations of WEC Energy Group or its subsidiaries. See Note 10,11, Common Equity, in our 20222023 Annual Report on Form 10-K for additional information on these and other restrictions.

We do not believe that these restrictions will materially affect our operations or limit any dividend payments in the foreseeable future.

NOTE 8—SHORT-TERM DEBT AND LINES OF CREDIT

The following table shows our short-term borrowings and their corresponding weighted-average interest rates:
(in millions, except percentages)(in millions, except percentages)March 31, 2023December 31, 2022(in millions, except percentages)March 31, 2024December 31, 2023
Commercial paperCommercial paper
Amount outstandingAmount outstanding$127.5 $460.7 
Amount outstanding
Amount outstanding
Weighted-average interest rate on amounts outstandingWeighted-average interest rate on amounts outstanding5.01 %4.59 %Weighted-average interest rate on amounts outstanding5.46 %5.48 %

Our average amount of commercial paper borrowings based on daily outstanding balances during the three months ended March 31, 20232024 was $127.6$278.7 million with a weighted-average interest rate during the period of 4.68%5.46%.

The information in the table below relates to our revolving credit facility used to support our commercial paper borrowing program, including available capacity under this facility:
(in millions)MaturityMarch 31, 20232024
Revolving credit facilitySeptember 2026$500.0 
Less: 
Letters of credit issued inside credit facility1.0 
Commercial paper outstanding 127.5276.9 
Available capacity under existing credit facility $371.5222.1 

03/31/20232024 Form 10-Q11Wisconsin Electric Power Company


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NOTE 9—MATERIALS, SUPPLIES, AND INVENTORIES

Our inventoryinventories consisted of:
(in millions)(in millions)March 31, 2023December 31, 2022(in millions)March 31, 2024December 31, 2023
Materials and suppliesMaterials and supplies$158.4 $150.6 
Fossil fuelFossil fuel61.1 62.7 
Natural gas in storageNatural gas in storage19.3 79.6 
TotalTotal$238.8 $292.9 

Substantially all materials and supplies, fossil fuel, and natural gas in storage inventories are recorded using the weighted-average cost method of accounting.

NOTE 10—INCOME TAXES

The provision for income taxes differs from the amount of income tax determined by applying the applicable United States statutory federal income tax rate to income before income taxes as a result of the following:
Three Months Ended March 31, 2023Three Months Ended March 31, 2022
Three Months Ended March 31, 2024
Three Months Ended March 31, 2024
Three Months Ended March 31, 2024Three Months Ended March 31, 2023
(in millions)(in millions)AmountEffective Tax RateAmountEffective Tax Rate(in millions)AmountEffective Tax RateAmountEffective Tax Rate
Statutory federal income taxStatutory federal income tax$32.4 21.0 %$39.1 21.0 %Statutory federal income tax$35.7 21.0 21.0 %$32.4 21.0 21.0 %
State income taxes net of federal tax benefitState income taxes net of federal tax benefit9.3 6.0 %11.6 6.2 %State income taxes net of federal tax benefit10.0 5.9 5.9 %9.3 6.0 6.0 %
Federal excess deferred tax amortizationFederal excess deferred tax amortization(5.3)(3.5)%(7.5)(4.0)%
PTCs(5.1)(3.3)%(0.5)(0.3)%
AFUDC - Equity(2.2)(1.4)%(1.3)(0.7)%
Federal excess deferred tax amortization
Federal excess deferred tax amortization(5.7)(3.4)%(5.3)(3.5)%
PTCs, netPTCs, net(5.1)(3.0)%(5.1)(3.3)%
AFUDC–EquityAFUDC–Equity(3.2)(1.9)%(2.2)(1.4)%
Domestic production activities deferral
Domestic production activities deferral
Domestic production activities deferralDomestic production activities deferral1.6 1.0 %2.0 1.1 %1.7 1.0 1.0 %1.6 1.0 1.0 %
Other, netOther, net2.0 1.3 %4.1 2.2 %Other, net2.4 1.4 1.4 %2.0 1.3 1.3 %
Total income tax expenseTotal income tax expense$32.7 21.1 %$47.5 25.5 %Total income tax expense$35.8 21.0 21.0 %$32.7 21.1 21.1 %

The effective tax rates of 21.1% and 25.5% for the three months ended March 31, 2024 and 2023, and 2022, respectively,do not materially differ from the United States statutory federal income tax rate of 21%,. This is primarily due to state income taxes. This item was partially offset by the impact of the protected deferred tax benefits associated with the Tax Legislation, as discussed in more detail below, and PTCs.PTCs, offset by state income taxes.

The Tax Legislation required us to remeasure the deferred income taxes at our utility segment, and we began to amortize the resulting excess protected deferred income taxes beginning in 2018 in accordance with normalization requirements (see federal excess deferred tax amortization line above).

See Note 23,24, Regulatory Environment, in our 20222023 Annual Report on Form 10-K for more information about the impact of the Tax Legislation.

The IRA contains a tax credit transferability provision that allows us to sell PTCs produced after December 31, 2022, to third parties. In September 2023, under this transferability provision, WEC Energy Group entered into an agreement to sell substantially all of the PTCs we generated in 2023 to a third party. We elect to account for tax credits transferred under the scope of Accounting Standards Codification 740. We include the discount from the sale of tax credits as a component of income tax expense. We also include any expected proceeds from the sale of tax credits in the evaluation of the realizability of deferred tax assets related to PTCs. The sale of tax credits is presented in the operating activities section of the statements of cash flows consistent with the presentation of cash taxes paid.

In April 2023, the IRS issued Revenue Procedure 2023-15, which provides a safe harbor method of accounting that taxpayers may use to determine whether expenses to repair, maintain, replace, or improve natural gas transmission and distribution property must be capitalized for tax purposes. We are currently evaluating the impact this guidance may have on our financial statements and related disclosures.

NOTE 11—FAIR VALUE MEASUREMENTS

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price).

03/31/2024 Form 10-Q12Wisconsin Electric Power Company


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Fair value accounting rules provide a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are defined as follows:

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

Level 2 – Pricing inputs are observable, either directly or indirectly, but are not quoted prices included within Level 1. Level 2 includes those financial instruments that are valued using external inputs within models or other valuation methods.

03/31/2023 Form 10-Q12Wisconsin Electric Power Company


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Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methods that result in management's best estimate of fair value. Level 3 instruments include those that may be more structured or otherwise tailored to customers' needs.

Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. We use a mid-market pricing convention (the mid-point price between bid and ask prices) as a practical measure for valuing certain derivative assets and liabilities. We primarily use a market approach for recurring fair value measurements and attempt to use valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.

When possible, we base the valuations of our derivative assets and liabilities on quoted prices for identical assets and liabilities in active markets. These valuations are classified in Level 1. The valuations of certain contracts not classified as Level 1 may be based on quoted market prices received from counterparties and/or observable inputs for similar instruments. Transactions valued using these inputs are classified in Level 2. Certain derivatives, such as FTRs, are categorized in Level 3 due to the significance of unobservable or internally-developed inputs. Our FTRs are valued using MISO auction prices.

The following tables summarize our financial assets and liabilities that were accounted for at fair value on a recurring basis, categorized by level within the fair value hierarchy:
March 31, 2023
March 31, 2024March 31, 2024
(in millions)(in millions)Level 1Level 2Level 3Total(in millions)Level 1Level 2Level 3Total
Derivative assetsDerivative assets    Derivative assets 
Natural gas contractsNatural gas contracts$0.1 $0.7 $ $0.8 
FTRsFTRs  0.8 0.8 
Coal contracts 0.3  0.3 
Total derivative assets
Total derivative assets
Total derivative assetsTotal derivative assets$0.1 $1.0 $0.8 $1.9 
Derivative liabilitiesDerivative liabilities
Derivative liabilities
Derivative liabilities
Natural gas contracts
Natural gas contracts
Natural gas contractsNatural gas contracts$58.0 $0.4 $ $58.4 
Coal contractsCoal contracts 14.1  14.1 
Total derivative liabilitiesTotal derivative liabilities$58.0 $14.5 $ $72.5 

December 31, 2022
December 31, 2023December 31, 2023
(in millions)(in millions)Level 1Level 2Level 3Total(in millions)Level 1Level 2Level 3Total
Derivative assetsDerivative assets    Derivative assets 
Natural gas contractsNatural gas contracts$1.6 $2.5 $— $4.1 
FTRsFTRs— — 2.0 2.0 
Coal contracts— 32.7 — 32.7 
Total derivative assets
Total derivative assets
Total derivative assetsTotal derivative assets$1.6 $35.2 $2.0 $38.8 
Derivative liabilitiesDerivative liabilities
Derivative liabilities
Derivative liabilities
Natural gas contractsNatural gas contracts$29.3 $0.7 $— $30.0 
Natural gas contracts
Natural gas contracts
Coal contracts
Total derivative liabilities

The derivative assets and liabilities listed in the tables above include options, futures, physical commodity contracts, and other instruments used to manage market risks related to changes in commodity prices. They also include FTRs, which are used to manage electric transmission congestion costs in the MISO Energy and Operating Reserves Markets.

The following table summarizes the changes to derivatives classified as Level 3 in the fair value hierarchy:
Three Months Ended March 31
(in millions)20232022
Balance at the beginning of the period$2.0 $1.0 
Settlements(1.2)(0.6)
Balance at the end of the period$0.8 $0.4 

03/31/20232024 Form 10-Q13Wisconsin Electric Power Company


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The following table summarizes the changes to derivatives classified as Level 3 in the fair value hierarchy:
Three Months Ended March 31
(in millions)20242023
Balance at the beginning of the period$2.5 $2.0 
Settlements(1.5)(1.2)
Balance at the end of the period$1.0 $0.8 

Fair Value of Financial Instruments

The following table shows the financial instruments included on our balance sheets that were not recorded at fair value:
March 31, 2023December 31, 2022
March 31, 2024March 31, 2024December 31, 2023
(in millions)(in millions)Carrying AmountFair ValueCarrying AmountFair Value(in millions)Carrying AmountFair ValueCarrying AmountFair Value
Preferred stockPreferred stock$30.4 $23.1 $30.4 $22.7 
Long-term debt, including current portionLong-term debt, including current portion3,361.1 3,237.0 3,360.4 3,143.2 

The fair values of our long-term debt and preferred stock are categorized within Level 2 of the fair value hierarchy.

NOTE 12—DERIVATIVE INSTRUMENTS

We use derivatives as part of our risk management program to manage the risks associated with the price volatility of purchased power, generation, and natural gas costs for the benefit of our customers. Our approach is non-speculative and designed to mitigate risk. Our regulated hedging programs are approved by the PSCW.

We record derivative instruments on our balance sheets as an asset or liability measured at fair value unless they qualify for the normal purchases and sales exception and are so designated. We continually assess our contracts designated as normal and will discontinue the treatment of these contracts as normal if the required criteria are no longer met. Changes in the derivative's fair value are recognized currently in earnings unless specific hedge accounting criteria are met or we receive regulatory treatment for the derivative. For most energy-related physical and financial contracts in our regulated operations that qualify as derivatives, the PSCW allows the effects of fair value accounting to be offset to regulatory assets and liabilities.

On our balance sheets, we classify derivative assets and liabilities as current or long-term based on the maturities of the underlying contracts. Derivative assets and liabilities not shown separately on our balance sheets are included in the other current and other long-term line items.items on our balance sheets. The following table shows our derivative assets and derivative liabilities. None of the derivatives shown below are designated as hedging instruments.
March 31, 2023December 31, 2022
March 31, 2024March 31, 2024December 31, 2023
(in millions)(in millions)Derivative AssetsDerivative LiabilitiesDerivative AssetsDerivative Liabilities(in millions)Derivative
Assets
Derivative
Liabilities
Derivative
Assets
Derivative
Liabilities
CurrentCurrent
Natural gas contracts
Natural gas contracts
Natural gas contractsNatural gas contracts$0.8 $57.6 $4.1 $28.8 
FTRsFTRs0.8  2.0 — 
Coal contractsCoal contracts0.2 9.1 17.6 — 
Total currentTotal current1.8 66.7 23.7 28.8 
Long-termLong-term
Long-term
Long-term
Natural gas contracts
Natural gas contracts
Natural gas contractsNatural gas contracts 0.8 — 1.2 
Coal contractsCoal contracts0.1 5.0 15.1 — 
Total long-termTotal long-term0.1 5.8 15.1 1.2 
TotalTotal$1.9 $72.5 $38.8 $30.0 

03/31/2024 Form 10-Q14Wisconsin Electric Power Company


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Realized gains and losses on derivatives are primarily recorded in cost of sales upon settlement; however, they may be subsequently deferred for future rate recovery or refund as the gains and losses are included in our fuel and natural gas cost recovery mechanisms. Our estimated notional sales volumes and realized gains and losses were as follows:
Three Months Ended March 31, 2023Three Months Ended March 31, 2022
(in millions)VolumesGains (Losses)VolumesGains
Natural gas contracts18.9 Dth$(29.2)18.7 Dth$8.2 
FTRs4.9 MWh0.1 5.0 MWh0.2 
Total$(29.1)$8.4 
Three Months Ended March 31, 2024
Three Months Ended March 31, 2024
Three Months Ended March 31, 2024Three Months Ended March 31, 2023
(in millions)(in millions)VolumesGains (Losses)VolumesGains (Losses)
Natural gas contracts
FTRs
Total

On our balance sheets, the amounts recognized for the right to reclaim cash collateral or the obligation to return cash collateral are not offset against the fair value amounts recognized for derivative instruments executed with the same counterparty under the same master netting arrangement. At March 31, 20232024 and December 31, 2022,2023, we had posted cash collateral of $80.8$23.1 million and $46.7$26.7 million, respectively. These amounts were recorded on our balance sheets in collateral on deposit.
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other current assets.

The following table shows derivative assets and derivative liabilities if derivative instruments by counterparty were presented net on our balance sheets:
March 31, 2023December 31, 2022
March 31, 2024
(in millions)
(in millions)
(in millions)(in millions)Derivative AssetsDerivative LiabilitiesDerivative AssetsDerivative Liabilities
Gross amount recognized on the balance sheetGross amount recognized on the balance sheet$1.9 $72.5 $38.8 $30.0 
Gross amount recognized on the balance sheet
Gross amount recognized on the balance sheet
Gross amount not offset on the balance sheet
Gross amount not offset on the balance sheet
Gross amount not offset on the balance sheetGross amount not offset on the balance sheet(0.2)(58.1)(1)(1.8)(29.5)(2)(0.4)(12.3)(12.3)(1)(1)(1.3)(16.5)(16.5)(2)(2)
Net amountNet amount$1.7 $14.4 $37.0 $0.5 

(1)Includes cash collateral posted of $57.9$11.9 million.

(2)Includes cash collateral posted of $27.7$15.2 million.

NOTE 13—GUARANTEES

As of March 31, 2023,2024, we had $26.0 million of standby letters of credit issued by financial institutions for the benefit of third parties that have extended credit to us, which automatically renew each year unless proper termination notice is given. These amounts are not reflected on our balance sheets.

NOTE 14—EMPLOYEE BENEFITS

The following tables show the components of net periodic benefit cost (credit) (including amounts capitalized to our balance sheets) for our benefit plans.
Pension Benefits
Three Months Ended March 31
Pension Benefits
Pension Benefits
Pension Benefits
Three Months Ended March 31Three Months Ended March 31
(in millions)(in millions)20232022(in millions)20242023
Service costService cost$2.8 $3.6 
Interest costInterest cost11.9 8.2 
Expected return on plan assetsExpected return on plan assets(16.4)(17.9)
Amortization of net actuarial lossAmortization of net actuarial loss1.9 7.3 
Amortization of net actuarial loss
Amortization of net actuarial loss
Net periodic benefit costNet periodic benefit cost$0.2 $1.2 

OPEB Benefits
Three Months Ended March 31
(in millions)20232022
Service cost$0.7 $1.0 
Interest cost1.9 1.4 
Expected return on plan assets(3.4)(4.4)
Amortization of prior service credit(0.2)(0.3)
Amortization of net actuarial gain(2.2)(3.0)
Net periodic benefit credit$(3.2)$(5.3)
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OPEB Benefits
Three Months Ended March 31
(in millions)20242023
Service cost$0.8 $0.7 
Interest cost2.1 1.9 
Expected return on plan assets(2.7)(3.4)
Amortization of prior service credit(0.1)(0.2)
Amortization of net actuarial gain(1.4)(2.2)
Net periodic benefit credit$(1.3)$(3.2)

During the three months ended March 31, 2023,2024, we made contributions and payments of $3.2$1.9 million related to our pension plans and an insignificant amount related to our OPEB plans. We expect to make contributions and payments of $1.3 million related to our pension plans and $0.2 million related to our OPEB plans and an insignificant amount related to our pension plans during the remainder of 2023,2024, dependent upon various factors affecting us, including our liquidity position and possible tax law changes.

Effective January 1, 2023, the PSCW approved escrow accounting for pension and OPEB costs. As a result, as of March 31, 2023,2024, we recorded a $0.2$1.5 million regulatory asset for pension costs and a $1.3an $8.5 million regulatory asset for OPEB costs. The above tables do not reflect any adjustments for the creation of these regulatory assets.

NOTE 15—SEGMENT INFORMATION

We use net income attributed to common shareholder to measure segment profitability and to allocate resources to our business. At March 31, 2023,2024, we reported two segments, our utility segment and our other segment, which are described below.
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Our utility segment includes our electric utility operations, including steam operations, and our natural gas utility operations.

Our electric utility operations are engaged in the generation, distribution, and sale of electricity to customers in southeastern Wisconsin (including metropolitan Milwaukee), east central Wisconsin, and northern Wisconsin. In addition, our steam operations produce, distribute, and sell steam to customers in metropolitan Milwaukee.

Our natural gas utility operations are engaged in the purchase, distribution, and sale of natural gas to retail customers as well as the transportation of customer-owned natural gas in southeastern, east central, and northern Wisconsin.

No significant items were reported in the other segment during the three months ended March 31, 20232024 and 2022.2023.

All of our operations and assets are located within the United States.

NOTE 16—VARIABLE INTEREST ENTITIES

The primary beneficiary of a VIE must consolidate the entity's assets and liabilities. In addition, certain disclosures are required for significant interest holders in VIEs.

We assess our relationships with potential VIEs, such as our coal suppliers, natural gas suppliers, coal transporters, natural gas transporters, and other counterparties related to PPAs, investments, and joint ventures. In making this assessment, we consider, along with other factors, the potential that our contracts or other arrangements provide subordinated financial support, the obligation to absorb the entity's losses, the right to receive residual returns of the entity, and the power to direct the activities that most significantly impact the entity's economic performance.

WEPCo Environmental Trust Finance I, LLC

In November 2020, the PSCW issued a financing order approving the securitization of $100 million of undepreciated environmental control costs related to our retired Pleasant Prairie power plant, the carrying costs accrued on the $100 million during the securitization process, and the related financing fees. The financing order also authorized us to form WEPCo Environmental Trust, a bankruptcy-remote special purpose entity, for the sole purpose of issuing ETBs to recover the costs approved in the financing order. WEPCo Environmental Trust is our wholly owned subsidiary.

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In May 2021, WEPCo Environmental Trust issued ETBs and used the proceeds to acquire environmental control property from us. The environmental control property is recorded as a regulatory asset on our balance sheets and includes the right to impose, collect, and receive a non-bypassable environmental control charge from our retail electric distribution customers until the ETBs are paid in full and all financing costs have been recovered. The ETBs are secured by the environmental control property. Cash collections from the environmental control charge and funds on deposit in trust accounts are the sole sources of funds to satisfy the debt obligation. The bondholders have no recourse to us or any of our affiliates.

We act as the servicer of the environmental control property on behalf of WEPCo Environmental Trust and are responsible for metering, calculating, billing, and collecting the environmental control charge. As necessary, we are authorized to implement periodic adjustments of the environmental control charge. The adjustments are designed to ensure the timely payment of principal, interest, and other ongoing financing costs. We remit all collections of the environmental control charge to WEPCo Environmental Trust's indenture trustee.

WEPCo Environmental Trust is a VIE primarily because its equity capitalization is insufficient to support its operations. As described above, we have the power to direct the activities that most significantly impact WEPCo Environmental Trust's economic performance. Therefore, we are considered the primary beneficiary of WEPCo Environmental Trust, and consolidation is required.

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The following table summarizes the impact of WEPCo Environmental Trust on our balance sheet.sheets:
(in millions)March 31, 2023December 31, 2022
Assets
Other current assets (restricted cash)$5.1 $3.0 
Regulatory assets90.9 92.4 
Other long-term assets (restricted cash)0.6 0.6 
Liabilities
Current portion of long-term debt8.9 8.9 
Accounts payable0.1 — 
Other current liabilities (accrued interest)0.5 0.1 
Long-term debt94.1 94.1 

Power Purchase Commitment

On May 31, 2022, our PPA with LSP-Whitewater Limited Partnership that represented a variable interest expired. This agreement was for 236.5 MWs of firm capacity from a natural gas-fired cogeneration facility, and we accounted for it as a finance lease.

In November 2021, we entered into a tolling agreement with LSP-Whitewater Limited Partnership that commenced on June 1, 2022 upon the expiration of the PPA. Concurrent with the execution of the tolling agreement, we, along with WPS, entered into an agreement to purchase the natural gas-fired cogeneration facility. This asset purchase agreement was approved by the PSCW in December 2022, and the acquisition closed effective January 1, 2023. In accordance with the purchase agreement, we acquired a 50% ownership interest. See Note 2, Acquisitions, for more information on the acquisition of this facility. The tolling agreement represented a variable interest until the facility was acquired since its terms were substantially similar to the terms of the PPA. Based on the risks of the entity, including operations, maintenance, dispatch, financing, fuel costs, and other factors, we were not the primary beneficiary of the entity. We did not hold an equity or debt interest in the entity, and there was no residual guarantee associated with the tolling agreement. Similar to the PPA, we accounted for the tolling agreement as a finance lease.
(in millions)March 31, 2024December 31, 2023
Assets
Other current assets (restricted cash)$3.2 $0.8 
Regulatory assets84.1 85.9 
Other long-term assets (restricted cash)0.6 0.6 
Liabilities
Current portion of long-term debt9.0 9.0 
Accounts payable0.1 — 
Other current liabilities (accrued interest)0.5 0.1 
Long-term debt85.4 85.3 

NOTE 17—COMMITMENTS AND CONTINGENCIES

We have significant commitments and contingencies arising from our operations, including those related to unconditional purchase obligations, environmental matters, and enforcement and litigation matters.

Unconditional Purchase Obligations

We have obligations to distribute and sell electricity and natural gas to our customers and expect to recover costs related to these obligations in future customer rates. In order to meet these obligations, we routinely enter into long-term purchase and sale commitments for various quantities and lengths of time. Our minimum future commitments related to these purchase obligations as of March 31, 2023,2024, were approximately $7.9$7.1 billion.

Environmental Matters

Consistent with other companies in the energy industry, we face significant ongoing environmental compliance and remediation obligations related to current and past operations. Specific environmental issues affecting us include, but are not limited to, current and future regulation of air emissions such as sulfur dioxide, NOx, fine particulates, mercury, and GHGs; water intake and discharges; management of coal combustion products such as fly ash; and remediation of impacted properties, including former manufactured gas plant sites.

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Air Quality

Cross State Air Pollution Rule – Good Neighbor Plan

In March 2023, the EPA issued its final Good Neighbor Plan, which became effective in August 2023 and requires significant reductions in ozone-forming emissions of NOx from power plants and industrial facilities. The rule took effect for the 2023 ozone season. After review of the final rule, we believe that we are well positioned to meet the requirements.
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Our planned RICE units in Wisconsin are not currently subject to the final rule as each unit is less than 25 MWs. To the extent we use RICE engines for natural gas distribution operations, those engines may benot part of an LDC are subject to the emission limits and operational requirements of the rule beginning in 2026. The EPA has exempted LDCs from the final rule but included new language defining an LDC that we are still evaluating.rule.

Mercury and Air Toxics Standards

In 2012, the EPA issued the MATS to limit emissions of mercury, acid gases, and other hazardous air pollutants. In April 2023, the EPA issued the pre-publication version of a proposed rule to strengthen and update MATS to reflect recent developments in control technologies and performance of coal and oil-fired units. The EPA proposed three revisions including a proposal to lower the PM limit from 0.03 lb/MMBtu to 0.01 lb/MMBtu, which could have an adverse effect on our utilities.MMBtu. The EPA is also seekingsought comments on an even lower limit of 0.006 lb/MMBtu. WeAdoption of either of these lower limits could have an adverse effect on our operations. The EPA issued a final rule in April 2024, and we are stillcurrently evaluating the proposed rule revisions to understand the impacts,impact, if any, toon our operations.

National Ambient Air Quality Standards

Ozone

After completing its review of the 2008 ozone standard, the EPA released a final rule in October 2015, creating a more stringent standard than the 2008 NAAQS. The 2015 ozone standard lowered the 8-hour limit for ground-level ozone. In November 2022, the EPA's 2022 CASAC Ozone Review Panel issued a draft report supporting a previously issued EPA staff-written Integrated Science Assessment for ozone which supported the reconsideration of the 2015 standard. The EPA staff initially issued a draft Policy Assessment in March 2023 that supported the reconsideration; however, in support of revisitingAugust 2023, the 2020 decisionEPA announced that it is instead restarting its ozone standard evaluation. The EPA has indicated it plans to retain the 2015 ozone standards with no changes and indicated that they intendrelease its Integrated Review Plan in fall 2024. This new review is anticipated to publish their reconsideration in early 2024, with an anticipated final rule by early 2025.take 3 to 5 years to complete.

In February 2022, revisions to the Wisconsin Administrative Code to adopt the 2015 standard were finalized. The amended regulations incorporated by reference the federal air pollution monitoring requirements related to the standard. The WDNR submitted the rule updates as a SIP revision to the EPA, which the EPA approved in February 2023.

In April 2022,The effective date for the EPA proposed to find thatinitial nonattainment area designation was August 2018 and the attainment status is evaluated every three years thereafter until attainment is achieved. The Milwaukee, Sheboygan, and Chicago, IL-IN-WI nonattainment areas did not meet the marginal attainment deadline of August 2021, and should be adjusted toso in April 2022 the EPA proposed "moderate" nonattainment status for the 2015 standard. In October 2022, the EPA published its final reclassifications from "marginal" to "moderate" for these areas, effective November 7, 2022. Accordingly, the WDNR was required to submitsubmitted a SIP revision to the EPA in December 2022 to address the moderate nonattainment status, which it did in December 2022.status.

We believeIn October 2023, the EPA found that we are well positioned11 states, including Wisconsin, failed to meet the requirements associated withsubmit adequate SIP revisions to address nonattainment areas classified as "moderate" for the 2015 ozone standardstandard. This action triggered a May 2025 deadline for states to get their SIP approved or the EPA will issue a federal implementation plan. Additionally, offset sanctions will take effect in 18 months if the SIP is not approved. The offset sanctions impact volatile organic compound and do not expectNOx emissions from new or modified sources in the nonattainment areas. The WDNR intends to incur significant costs to comply withsubmit a SIP revision by the associated state and federal rules.May 2025 deadline.

Particulate Matter

In December 2020,The next attainment evaluation date is August 2024. If the moderate attainment deadline is not met, the EPA completed its 5-year reviewwill propose the nonattainment areas in Wisconsin be redesignated as serious nonattainment based on 2021-2023 data. We are currently evaluating the impacts of the 2012 annual and 24-hour standards for fine PM and determined that no revisions were necessary to the current annual standard of 12 µg/m3 or the 24-hour standard of 35 µg/m3. Under the Biden Administration's policy review, the EPA concluded that the scientific evidence and information from the December 2020 determination supports revising the level of the annual standard for the PM NAAQS to below the current level of 12 µg/m3, while retaining the 24-hour standard. In January 2023, the EPA announced its proposed decision to revise the primary (health-based) annual PM2.5 standard from its current level of 12 µg/m3 to within the range of 9 to 10 µg/m3. The EPA also proposed not to change the current secondary (welfare-based) annual PM2.5 standard, primary and secondary 24-hour PM2.5 standards, and primary and secondary PM10 standards. The EPA is also taking commentspotential nonattainment redesignation on the full range (between 8 and 11 µg/m3) included in the CASAC's latest report. The EPA has announced it plans to issue a final decision on the reconsideration in summer 2023. All counties within our service territory are in attainment with the current 2012 standards. If the EPA lowers the annual standard to 10 or 11 µg/m3, our generating facilities within our service territory should remain in attainment. If the EPA lowers it to below 10 µg/m3, there could be some nonattainment areas that may affect permitting of some smaller ancillary equipment located at our facilities. After finalization of the rule, the WDNR will need to draft and submit a SIP for the EPA's approval.operations.

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Particulate Matter

All counties within our service territory are in attainment with current 2012 standards for fine PM2.5. Under the Biden Administration's policy review, the EPA concluded that the scientific evidence and information from a December 2020 review of the 2012 standards supported revising the level of the annual standard for the PM2.5 NAAQS to below the current level of 12 µg/m3, while retaining the 24-hour standard of 35 µg/m3. On February 7, 2024, the EPA finalized a rule which lowered the primary (health-based) annual PM2.5 NAAQS to 9 µg/m3. The secondary (welfare-based) PM2.5 standard and 24-hour standards (both primary and secondary) remain unchanged. The EPA has until May 2026 to designate areas as attainment and nonattainment with the new standard. The WDNR will need to draft and submit a SIP for the EPA's approval. The potential nonattainment status could impact future permitting activities for facilities in applicable locations. The impacts include the potential need for improved or new air pollution control equipment. As we transition to natural gas, this new standard is expected to have less of an impact on our units.

Climate Change

TheIn May 2023, the EPA proposed GHG performance standards for existing fossil-fired steam generating and gas combustion units and also proposed to repeal the Affordable Clean Energy rule, which had replaced the Clean Power Plan, was vacated byPlan. For coal plants, no standards would apply under the D.C. Circuit Court of Appeals in January 2021. In October 2021, the Supreme Court agreed to review the D.C. Circuit Court's ruling and in June 2022, the Supreme Court issued its decision. The Supreme Court found that the EPA may regulate GHGs under section 111proposed version of the Clean Air Act but cannot relyrule until 2032, and after 2032 the applicable standard would depend on generation shifting to lowerthe unit's retirement date. For combined cycle natural gas plants above a 50% capacity factor, the proposed rule is highly dependent on the use of hydrogen as an alternative fuel, and on carbon emitting sources to do so. Acapture technology. For simple cycle natural gas-fired combustion turbines, the proposed version of the rule does not include applicable limits as long as the capacity factor is less than 20%. Our new GHG replacementWeston RICE project is not affected under the rule for existing sourcesbecause each RICE unit is under review byless than 25 MWs. The EPA issued a final rule in April 2024, and we are currently evaluating the OMB.impact, if any, on our operations.

In January 2021,May 2023, the EPA finalized a rulealso proposed to revise the New Source Performance Standards for GHG emissions from new, modified, and reconstructed fossil-fueled power plants; however, it was vacatedplants. The EPA is proposing two distinct 111(b) rules – one for natural gas-fired stationary combustion turbines and the other for coal-fired units. New natural gas stationary combustion turbine units would be divided into three subcategories based on their annual capacity factor – low load, intermediate load, and base load. Our RICE units are not affected by the D.C. Circuit Court of Appeals in April 2021. A new GHG replacementthis rule for new, modified, and reconstructed sourcessince each unit is under review by the OMB.below 25 MWs. WEC Energy Group continues to move forward on theGroup's ESG Progress Plan which is heavily focused on reducing GHG emissions.

In March 2024, the EPA announced it had removed regulations on existing natural gas combustion turbines from the rule. The EPA had indicated it intends to draft a new rule for existing natural gas units in the near future. A non-regulatory docket has been opened by the EPA for this new rulemaking. The EPA anticipates a final rule in the second quarter of 2024.

The EPA released proposed regulations for the Mandatory Greenhouse Gas Reporting Rule, 40 Code of Federal Regulations Part 98, in June 2022. In May 2023, the EPA released a supplementary proposal, which includes updates of the global warming potentials to determine CO2 equivalency for threshold reporting and the addition of a new section regarding energy consumption. The proposed revisions could impact the reporting required offor our localelectric generation facilities and LDC. In August 2023, the EPA also issued its proposed updates to amend reporting requirements for petroleum and natural gas distribution operations and underground natural gas storage facilities.systems. The EPA intends to issuehas indicated it anticipates a new supplemental notice of proposed rulemakingfinal rule in the second quarter of 2023 with an anticipated final2024. We cannot estimate the potential impact of the proposed rule to be issued inon our operations until the fourth quarter of 2023 for all subparts of this rule.rule is final.

The ESG Progress Plan includes the retirement of older, fossil-fueled generation, to be replaced with zero-carbon-emitting renewables and clean natural gas-fueled generation. We have already retired approximately 1,500 MWs of coal-firedfossil-fueled generation since the beginning of 2018. Through its ESG Progress Plan, WEC Energy Group expects to retire approximately 1,5001,800 MWs of additional fossil-fueled generation by the end of 2026,2031, which includes the planned retirements in 2024-2025 of OCPP Units 5-8. See Note 6, Property, Plant, and Equipment, for more information on the timing of therelated to these planned power plant retirements. In May 2021, WEC Energy Group announced goals to achieve reductions in carbon emissions from its electric generation fleet by 60% by the end of 2025 and by 80% by the end of 2030, both from a 2005 baseline. WEC Energy Group expects to achieve these goals by makingcontinuing to make operating refinements, retiring less efficient generating units, and executing its capital plan. Over the longer term, the target for WEC Energy Group's generation fleet is net-zero CO2 emissionsto be net carbon neutral by 2050.

WEC Energy Group also continues to reduce methane emissions by improving its natural gas distribution systems, and has set a target across its natural gas distribution operations to achieve net-zero methane emissions by the end of 2030. WEC Energy Group plans to achieve its net-zero goal through an effort that includes both continuous operational improvements and equipment upgrades, as well as the use of RNG throughout its natural gas utility distribution systems.

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Water Quality

Clean Water Act Cooling Water Intake Structure Rule

The EPA issued a final regulation under Section 316(b) of the CWA that became effective in October 2014 and requires the location, design, construction, and capacity of cooling water intake structures at existing power plants reflect the BTA for minimizing adverse environmental impacts. The rule applies to all of our existing generating facilities with cooling water intake structures, except for the ERGS units, which were permitted and received a final BTA determination under the rules governing new facilities.

Pursuant to a WDNR rule, which became effectiveEffective in June 2020, the requirements of federal Section 316(b) of the CWA were incorporated into the Wisconsin Administrative Code. The WDNR applies this rule when establishing BTA requirements for cooling water intake structures at existing facilities. These BTA requirements are incorporated into WPDES permits for our facilities.

We have received a final BTA determination for Valley power plant. We have receivedor interim BTA determinations for PWGS and OCPP Units 5-8. We believe that existing technology installed at the OCPP facility meets the BTA requirements; however, depending on the timing of the permit reissuance, all four generating units at the OCPP may be retired prior to the WDNR making a final BTA decision, anticipated in 2025.

We are engaged in discussions with the WDNR regarding the current status of the BTA determination at PWGS. There is uncertainty about whether existing technology meets all of the WDNR's BTA requirements. We will not be in a position to determine what, if any, modifications may be needed at PWGS until the WDNR issues the WPDES permit renewal for PWGS, expected during the second quarter of 2023.

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As a result of past capital investments completed to address Section 316(b) compliance, we believe our fleet overall is well positioned to continue to meet this regulation.applicable generation facilities.

Steam Electric Effluent Limitation Guidelines

The EPA's ELG rule, effective January 2016 and modified in 2020, revised the treatment technology requirements related to BATW and wet FGD wastewaters at existing coal-fueled facilities and created new requirements for several types of power plant wastewaters. The two new requirements that affect us relate to discharge limits for BATW and wet FGD wastewater. Although our power plantcoal-fueled facilities already have advanced wastewater treatment technologies installed that meet many of the discharge limits established by this rule, certain facility modifications arewere still necessary to meet all of the ELG rule requirements. Through 2023, we expect that compliance costs associated with the ELG rule will require $100required $97 million in capital investment. A $10 million BATW modification to OC 7 and OC 8 was completed and placed in-service in mid-2021, and in December 2021, the PSCW issued a Certificate of Authority approving the $90 million ERGS FGD wastewater treatment system modification. The BATW modifications do not require PSCW approval prior to construction. All of these ELG required projects are either in-service or are on track for completion by the WPDES permit deadline in December 2023.

In March 2023, the EPA issued the proposed "supplemental ELG rule." The rule would replace the existing 2020 ELG rule and, as proposed, would establish stricter limitations on: 1) BATW; 2) FGD wastewater; 3) CCR leachate; and 4) legacy wastewaters. The most significant proposed ELG rule change is a ZLD requirement for FGD wastewater. Under the proposed rule, this new ZLD requirement must be met by a date determined by the WDNR that is as soon as possible beginning 60 days following publication of the final rule, but no later than December 31, 2029.

The proposed rule would also create a subcategory for "early adopters" that have already installed a compliant biological treatment system by the date of the proposed rule (March 29, 2023).rule. Early adopters would not be required to install further FGD wastewater treatment, provided the facility owner also agrees to permanently cease combustion of coal by December 31, 2032. Although we are currently completing a $90the $89 million biological treatment system at ERGS which we expectis complete and was placed in service in December 2023 to be complete later this year,meet the expectedWPDES permit deadline, the timing of the project's completion woulddid not comply with the deadline imposedproposed by the EPA to qualify for the early adopter status. In addition, we do not believe that upon its completion, the biological treatment system would be compliant with the additional ZLD FGD wastewater treatment requirements as proposed. WeThe EPA issued a final rule in April 2024, and we are assessingcurrently evaluating the potential impact, as well as working with the Edison Electric Institute to submit comments to the EPA, regarding this proposed rule revision.if any, on our operations.

If the supplemental ELG rule is finalized as proposed, we anticipate that our coal fueledcoal-fueled facilities, either meet, orincluding ERGS Units 1 and 2 that were built with ELG-compliant dry BA transport systems, will meet the proposedBATW rule provisions that apply to BATW. By the end of 2023, we anticipate ERGS and OCPP Units 5 and 6 will have compliant dry bottom ash transport systems. At this time, we do not anticipate significant costs related to complying with the proposed rule as it relates to CCR leachate and legacy wastewater.provisions.

Waters ofThe EPA also proposed requirements for legacy wastewaters and landfill leachate. We have reviewed the United Statesproposed requirements to determine potential costs and actions required for our facilities. We submitted comments to the EPA regarding these proposed requirements.

In January 2023, the EPA and the United States Army Corps of Engineers together released a final rule revising the definition of WOTUS. This rule became effective on March 20, 2023. The final rule states that it is based on the pre-2015 definition of "waters of the United States." The pre-2015 approach involves applying factors established through case law and agency precedents to determine whether a wetland or surface drainage feature is subject to federal jurisdiction.

The recent rulemaking could be affected by a significant pending Supreme Court case involving WOTUS determination. In October 2022, the Supreme Court heard oral arguments in a case, Sackett v. Environmental Protection Agency, to evaluate the proper test for determining whether wetlands are WOTUS. A decision by the Supreme Court is expected during the second quarter of 2023.

At this point, our projects requiring federal permits are moving ahead, but we are monitoring these recent developments to better understand potential future impacts. The Sackett case, once decided, should provide some clarity regarding the definition of WOTUS. We will continue to monitor this litigation and any subsequent agency action.

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Land Quality

Manufactured Gas Plant Remediation

We have identified sites at which we or a predecessor company owned or operated a manufactured gas plant or stored manufactured gas. We have also identified other sites that may have been impacted by historical manufactured gas plant activities. We are responsible for the environmental remediation of these sites. We are also working with the state of Wisconsin in our investigation and remediation planning. These sites are at various stages of investigation, monitoring, remediation, and closure.

The future costs for detailed site investigation, future remediation, and monitoring are dependent upon several variables including, among other things, the extent of remediation, changes in technology, and changes in regulation. Historically, our regulators have
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allowed us to recover incurred costs, net of insurance recoveries and recoveries from potentially responsible parties, associated with the remediation of manufactured gas plant sites. Accordingly, we have established regulatory assets for costs associated with these sites.

We have established the following regulatory assets and reserves for manufactured gas plant sites:
(in millions)(in millions)March 31, 2023December 31, 2022(in millions)March 31, 2024December 31, 2023
Regulatory assetsRegulatory assets$14.1 $14.6 
Reserves for future environmental remediation (1)
Reserves for future environmental remediation (1)
10.3 10.3 

(1)Recorded within other long-term liabilities on our balance sheets.

Coal Combustion Residuals Rule

In January 2023, the EPA released a notice regarding their intent to revise the CCR rule. The EPA is drafting regulationsissued a pre-publication proposed rule for CCR storage at inactive generating units or "legacy units." The EPA is also considering proposing corrective action requirements for all CCR contamination at any regulated facility, regardless of how or when thein May 2023, that would apply to landfills, historic fill sites, and projects where CCR was placed at sucha power plant site. Our legacy units are currently regulated byAs proposed, the states in which they are located. The proposed rule is expected in summer 2023.would regulate previously exempt closed landfills.

In February 2023, the EPA published noticeWe are actively engaged with our trade organizations and provided them information to include in the Federal Register of a proposed consent decree to resolve a citizen suit related to conducting a review of Resource Conservation and Recovery Act regulations pertainingtheir comments to the CCR rule. WeEPA. The EPA issued a final rule in April 2024, and we are stillcurrently evaluating the proposed language to understand the impact, if any, toon our operations. The rule could have a material adverse impact on our coal ash landfills and require additional remediation that has not been required under the current state programs; however, we expect the cost of any additional remediation would be recovered through future rates.

Enforcement and Litigation Matters

We are involved in legal and administrative proceedings before various courts and agencies with respect to matters arising in the ordinary course of business. Although we are unable to predict the outcome of these matters, management believes that appropriate reserves have been established and that final settlement of these actions will not have a material impact on our financial condition or results of operations.

NOTE 18—SUPPLEMENTAL CASH FLOW INFORMATION

Non-Cash Transactions
Three Months Ended March 31
Three Months Ended March 31Three Months Ended March 31
(in millions)(in millions)20232022(in millions)20242023
Cash paid for interest, net of amount capitalizedCash paid for interest, net of amount capitalized$94.2 $83.6 
Cash received for income taxes
Significant non-cash investing and financing transactions:Significant non-cash investing and financing transactions:
Accounts payable related to construction costs
Accounts payable related to construction costs
Accounts payable related to construction costsAccounts payable related to construction costs46.2 51.4 

03/31/2023 Form 10-Q(1)    The cash received for income taxes in 2024 relates to 2023 PTCs that were sold to a third party.21Wisconsin Electric Power Company


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Restricted Cash

The statements of cash flows include our activity related to cash, cash equivalents, and restricted cash. The following table reconciles the cash, cash equivalents, and restricted cash amounts reported within the balance sheets to the total of these amounts shown on the statements of cash flows:
(in millions)(in millions)March 31, 2023December 31, 2022(in millions)March 31, 2024December 31, 2023
Cash and cash equivalentsCash and cash equivalents$11.4 $6.1 
Restricted cash included in other current assetsRestricted cash included in other current assets5.1 3.0 
Restricted cash included in other long-term assetsRestricted cash included in other long-term assets0.6 38.6 
Cash, cash equivalents, and restricted cashCash, cash equivalents, and restricted cash$17.1 $47.7 

Our restricted cash consisted of the following:

Cashcash on deposit in a financial institution that is restricted to satisfy the requirements of a debt agreement at WEPCo Environmental Trust. See Note 16, Variable Interest Entities, for more information.

03/31/2024 Form 10-Q21Wisconsin Electric Power Company


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NOTE 19—REGULATORY ENVIRONMENT

2025 and 2026 Rate Case

On April 12, 2024, we filed a request with the PSCW to increase our retail electric, natural gas, and steam rates, effective January 1, 2025 and January 1, 2026, as applicable. The request reflected the following:
Proposed 2025 rate increase
Electric$240.7  million/6.9%
Gas$57.5  million/10.0%
Steam$2.5  million/8.4%
Proposed 2026 rate increase (1)
Electric$177.9  million/4.6%
Gas$31.0  million/4.6%
Proposed ROE10.0%
Proposed common equity component average on a financial basis53.5%

(1)    Cash used duringThe proposed 2026 rate increases are incremental to the currently authorized revenue plus the requested rate increases for 2025.

The primary drivers of the requested increases in electric rates are continued capital investments to transition our generation fleet from coal to renewables and natural gas-fueled generation, increased costs driven by higher inflation and interest rates, and the recovery of regulatory assets previously approved by the PSCW.

The requested increases in natural gas rates are driven by our ongoing capital investments in reliability and safety projects, including LNG storage facilities, as well as the impacts from higher inflation and increased interest rates.

We also proposed retaining our current earnings sharing mechanism. Under the current earnings sharing mechanism, if we earn above our authorized ROE: (i) we retain 100.0% of earnings for the first 15 basis points above the authorized ROE; (ii) 50.0% of the next 60 basis points is required to be refunded to ratepayers; and (iii) 100.0% of any remaining excess earnings is required to be refunded to ratepayers.

A decision is expected in the fourth quarter of 2024, with any rate adjustments expected to be effective January 2023 to purchase a natural gas-fired cogeneration facility located in Whitewater, Wisconsin. This cash was included in other long-term assets at December 31, 2022. See Note 2, Acquisitions, for more information.1, 2025.

NOTE 19—20—NEW ACCOUNTING PRONOUNCEMENTS

Reference Rate ReformImprovements to Income Tax Disclosures

In March 2020,December 2023, the FASB issued ASU No. 2020-04, Reference Rate Reform2023-09, Income Taxes (Topic 848)740): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptionsImprovements to provide relief for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.Income Tax Disclosures. The amendments apply onlyrequire additional disclosures, primarily related to contracts, hedging relationships,income taxes paid and other transactionsthe rate reconciliation table. The amendments require disclosures on specific categories in the rate reconciliation table, as well as additional information for reconciling items that reference LIBOR or another reference rate expectedmeet a quantitative threshold. For income taxes paid, additional disclosures are required to be discontinued because of reference rate reform. Under ASU No. 2020-04, this relief wasdisaggregate federal, state, and foreign income taxes paid, with additional disclosures for income taxes paid that meet a quantitative threshold. The amendments are effective for all entitiesannual periods beginning March 12, 2020 throughafter December 15, 2024, with early adoption permitted. We plan to adopt these amendments beginning with our fiscal year ending on December 31, 2022. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which extends the relief for applying GAAP to contracts, hedging relationships,2025, and other transactions affected by reference rate reform to December 31, 2024. We are currently evaluating the impact this guidance may have on our financial statements and related disclosures.

03/31/20232024 Form 10-Q22Wisconsin Electric Power Company


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Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments require additional disclosures about reportable segments on an annual and interim basis. The amendments require disclosure of significant segment expenses that are (1) regularly provided to the chief operating decision maker and (2) included in the reported measure of segment profit or loss. The amendments also require disclosure of an amount for other segment items and a description of its composition. The new standard also allows companies to disclose multiple measures of segment profit or loss if those measures are used to assess performance and allocate resources. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We plan to adopt these amendments beginning with our fiscal year ending on December 31, 2024, and are currently evaluating the impact this guidance may have on our financial statements and related disclosures.

03/31/2024 Form 10-Q23Wisconsin Electric Power Company


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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CORPORATE DEVELOPMENTS

The following discussion should be read in conjunction with the accompanying unaudited financial statements and related notes and our 20222023 Annual Report on Form 10-K.

Introduction

We are a wholly owned subsidiary of WEC Energy Group, and derive revenues from the distribution and sale of electricity and natural gas to retail customers in Wisconsin. We also provide wholesale electric service to numerous utilities and cooperatives for resale. We conduct our business primarily through our utility reportable segment. See Note 15, Segment Information, for more information on our reportable business segments.

Corporate Strategy

Our goal is to continue to build and sustain long-term value for our customers and WEC Energy Group's shareholders by focusing on the fundamentals of our business: environmental stewardship; reliability; operating efficiency; financial discipline; exceptional customer care; and safety. WEC Energy Group's capital investment plan for efficiency, sustainability and growth, referred to as its ESG Progress Plan, provides a roadmap to achieve this goal. It is an aggressive plan to cut emissions, maintain superior reliability, deliver significant savings for customers, and grow WEC Energy Group's and our investment in the future of energy.

Throughout its strategic planning process, WEC Energy Group takes into account important developments, risks and opportunities, including new technologies, customer preferences and affordability, energy resiliency efforts, and sustainability.

Creating a Sustainable Future

WEC Energy Group's ESG Progress Plan includes the retirement of older, fossil-fueled generation, to be replaced with zero-carbon-emitting renewables and clean natural gas-fired generation at its electric utilities, including us. The retirements will contribute to meeting WEC Energy Group's and our goals to reduce CO2 emissions from electric generation. When taken together, the retirements and new investments should better balance supply with demand, while maintaining reliable, affordable energy for our customers. The retirements will contribute to meeting WEC Energy Group's and our goals to reduce CO2 emissions from electric generation.

WEC Energy Group announced goals to achieve reductions in carbon emissions from its electric generation fleet by 60% by the end of 2025 and by 80% by the end of 2030, both from a 2005 baseline. WEC Energy Group expects to achieve these goals by makingcontinuing to make operating refinements, retiring less efficient generating units, and executing its capital plan. Over the longer term, the target for its generation fleet is net-zero CO2 emissionsto be net carbon neutral by 2050.

As part of the path toward these goals, we are exploringhave started co-firing with natural gas at the ERGS coal-fired units. By the end of 2030, WEC Energy Group expects to use coal as a backup fuel only, and WEC Energy Group believes it will be in a position to eliminate coal as an energy source by the end of 2035.2032.

WEC Energy Group already has retired more than 1,900 MWs of coal-firedfossil-fueled generation since the beginning of 2018, which included the 2019 retirement of the Presque Isle power plantPower Plant as well as the 2018 retirement of the Pleasant Prairie power plant. Through the ESG Progress Plan, WEC Energy Group expects to retire approximately 1,5001,800 MWs of additional fossil-fueled generation by the end of 2026,2031, which includes the planned retirement in 2024-2025 of OCPP Units 5-8. See Note 6, Property, Plant, and Equipment, for more information related to the planned OCPP retirements.

In addition to retiring these older, fossil-fueled plants, WEC Energy Group expects to invest approximately $5.4$7.0 billion from 2023-20272024-2028 in regulated renewable energy in Wisconsin. WEC Energy Group's plan is to replace a portion of the retired capacity by building and owning zero-carbon-emitting renewable generation facilities that are anticipated to include the following new investments made by either us or WPS based on specific customer needs:

1,9002,700 MWs of utility-scale solar;
700880 MWs of battery storage;wind; and
700250 MWs of wind.battery storage.

03/31/20232024 Form 10-Q2324Wisconsin Electric Power Company


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As part of WEC Energy GroupGroup's ESG progress Plan, we also plansplan on investing in a combination of clean, natural gas-fired generation, made by either us or WPS based on specific customer needs, including:

1001,100 MWs of combustion turbines to be constructed in Oak Creek (we plan on constructing a new natural gas lateral pipeline to support this generation);
128 MWs of RICE natural gas-fueled generation;generation to be constructed in Kenosha County; and
the planned purchase of up to 200100 MWs of additional capacity in West Riverside — a combined cycle natural gas plant recently completed by Alliant Energy in Wisconsin.Riverside.

For more details, see Liquidity and Capital Resources – Cash Requirements – Significant Capital Projects.

In December 2018, we received approval from the PSCW for two renewable energy pilot programs. The Solar Now pilot is expected to add a total of 35 MWs of solar generation to our portfolio, allowing non-profit and government entities, as well as commercial and industrial customers, to site utility owned solar arrays on their property. Under this program, we have energized 2528 Solar Now projects and currently have another fourtwo under construction, together totaling more than 30 MWs. The second program, the Dedicated Renewable Energy Resource (DRER)DRER pilot, wouldis designed to allow large commercial and industrial customers to access renewable resources that we would operate, and was adjusted down from 150 MWs to up to 35 MWs of renewables that could be added to our portfolio.operate. The DRER pilot wouldis intended to help these larger customers meet their sustainability and renewable energy goals.goals, and could add up to 35 MWs of renewables to our portfolio. In July 2023, the PSCW approved the Renewable Pathway Pilot, the third renewable energy program. This program allows our commercial and industrial customers to subscribe to a portion of a utility-scale, Wisconsin-based renewable energy generating facility for up to 125 MWs. Under this program, we have signed up three customers for a total of 41 MWs of generation capacity.

In August 2021, the PSCW approved pilot programs for us to install and maintain EV charging equipment for customers at their homes or businesses. The programs provide direct benefits to customers by removing cost barriers associated with installing EV equipment. In October 2021, subject to the receipt of any necessary regulatory approvals, WEC Energy Group pledged to expand the EV charging network within its utilities' electric service territories. In doing so, WEC Energy Group joined a coalition of utility companies in a unified effort to make EV charging convenient and widely available throughout the Midwest. The coalition WEC Energy Group joined is planning to help build and grow EV charging corridors, enabling the general public to safely and efficiently charge their vehicles.

WEC Energy Group also continues to reduce methane emissions by improving its natural gas distribution system, and has set a target across its natural gas distribution operations to achieve net-zero methane emissions by the end of 2030. WEC Energy Group plans to achieve its net-zero goal through an effort that includes both continuous operational improvements and equipment upgrades, as well as the use of RNG throughout its natural gas utility systems. In 2022, we received approval from the PSCW for an RNG pilot associated with our natural gas distribution system.

In December 2023, WEC Energy Group is planningstarted a pilot program for the fourth-quarter of 2023 with the Electric Power Research Institute and CMBlu Energy, a Germany-based designer and manufacturer, to test a new form of long-duration energy storage on the U.S. electric grid.grid at our Valley Power Plant. The program will test battery system performance, including the ability to store and discharge energy for up to twice as long as the typical lithium-ion batteries in use today. WEC Energy Group expects the full pilot to be completed in 2024.

Reliability

We have made significant reliability-related investments in recent years, and in accordance with the ESG Progress Plan, expect to continue strengthening and modernizing our generation fleet, as well as our electric and natural gas distribution networks to further improve reliability.

We received approval to constructconstructed an LNG facility that was placed into commercial operation in November 2023. The facility will provide approximately one Bcf of natural gas supply to meet anticipated peak demand. Commercial operationdemand without requiring the construction of additional interstate pipeline capacity.

Included in the WEC Energy Group capital plan, are additional proposed LNG facilitystorage facilities providing approximately four Bcf of natural gas supply, which is targetedneeded to ensure gas supply for winter reliability.

We continue to upgrade our electric and natural gas distribution systems to enhance reliability and system hardening. WEC Energy Group expects to spend approximately $3.8 billion from 2024 to 2028 on reliability related projects at its regulated utilities, which includes us, with continued investment over the endnext decade.
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For more details, see Liquidity and Capital Resources – Cash Requirements – Significant Capital Projects.

Operating Efficiency

We continually look for ways to optimize the operating efficiency of our company and will continue to do so under the ESG Progress Plan. For example, we are making progress on our AMI program, replacing aging meter-reading equipment on both our network and customer property. An integrated system of smart meters, communication networks, and data management programs enables two-way communication between us and our customers. This program reduces the manual effort for disconnects and reconnects and enhances outage management capabilities.

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WEC Energy Group continues to focus on integrating the resources of its businesses and finding the best and most efficient processes.

Financial Discipline

A strong adherence to financial discipline is essential to meeting our earnings projections and maintaining a strong balance sheet, stable cash flows, and quality credit ratings.

We follow an asset management strategy that focuses on investing in and acquiring assets consistent with our strategic plans, as well as disposing of assets, including property, plants, and equipment, that are no longer strategic to operations, are not performing as intended, or have an unacceptable risk profile. See Note 2, Acquisitions, for more information on our acquisitionacquisitions of Whitewater and pending acquisition of West Riverside.

Exceptional Customer Care

Our approach is driven by an intense focus on delivering exceptional customer care every day. We strive to provide the best value for our customers by demonstrating personal responsibility for results, leveraging our capabilities and expertise, and using creative solutions to meet or exceed our customers’ expectations.

A multiyear effort is driving a standardized, seamless approach to digital customer service across all of the WEC Energy Group companies. It has moved all utilities, including us, to a common platform for all customer-facing self-service options. Using common systems and processes reduces costs, provides greater flexibility and enhances the consistent delivery of exceptional service to customers.

Safety

Safety is one of our core values and a critical component of our culture. We are committed to keeping our employees and the public safe through a comprehensive corporate safety program that focuses on employee engagement and elimination of at-risk behaviors.

Under our "Target Zero" mission, we have an ultimate goal of zero incidents, accidents, and injuries. Management and union leadership work together to reinforce the Target Zero culture. We set annual goals for safety results as well as measurable leading indicators, in order to raise awareness of at-risk behaviors and situations and guide injury-prevention activities. All employees are encouraged to report unsafe conditions or incidents that could have led to an injury. Injuries and tasks with high levels of risk are assessed, and findings and best practices are shared across the WEC Energy Group companies.

Our corporate safety program provides a forum for addressing employee concerns, training employees and contractors on current safety standards, and recognizing those who demonstrate a safety focus.

03/31/2024 Form 10-Q26Wisconsin Electric Power Company


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RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 20232024

Earnings

Our earnings for the first quarter of 20232024 were $121.7$134.0 million, compared with $138.5$121.7 million for the same quarter in 2022.2023. See below for information on the $16.8$12.3 million decreaseincrease in earnings.

Expected 20232024 Annual Effective Tax Rate

We expect our 20232024 annual effective tax rate to be between 22.5%20.5% and 23.5%21.5%. Our effective tax rate calculations are revised every quarter based on the best available year-end tax assumptions, adjusted in the following year after returns are filed. Tax accrual estimates are trued-up to the actual amounts claimed on the tax returns and further adjusted after examinations by taxing authorities, as needed.

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Non-GAAP Financial Measures

The discussion below addresses the contribution of our utility segment to net income attributed to common shareholder. The discussion includes financial information prepared in accordance with GAAP, as well as electric margins and natural gas margins, which are not measures of financial performance under GAAP. Electric margins (electric revenues less fuel and purchased power costs) and natural gas margins (natural gas revenues less cost of natural gas sold) are non-GAAP financial measures because they exclude other operation and maintenance expense, depreciation and amortization, and property and revenue taxes.

We believe that electric and natural gas margins provide a useful basis for evaluating utility operations since the majority of prudently incurred fuel and purchased power costs, as well as prudently incurred natural gas costs, are passed through to customers in current rates. As a result, management uses electric and natural gas margins internally when assessing the operating performance of our utility segment as these measures exclude the majority of revenue fluctuations caused by changes in these expenses. Similarly, the presentation of electric and natural gas margins herein is intended to provide supplemental information for investors regarding our operating performance.

Our electric margins and natural gas margins may not be comparable to similar measures presented by other companies. Furthermore, these measures are not intended to replace operating income as determined in accordance with GAAP as an indicator of operating performance. Our utility segment operating income for the three months ended March 31, 2024 and 2023 and 2022 was $257.4$274.6 million and $289.1$257.4 million, respectively. The discussion below includes a table that provides the calculation of electric margins and natural gas margins, along with a reconciliation to the most directly comparable GAAP measure, operating income.

03/31/2024 Form 10-Q27Wisconsin Electric Power Company


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Utility Segment Contribution to Net Income Attributed to Common Shareholder

The following table compares our utility segment's contribution to net income for the first quarter of 2023,2024, with the same quarter in 2022,2023, including favorable or better, "B", and unfavorable or worse, "W", variances.
Three Months Ended March 31
Three Months Ended March 31Three Months Ended March 31
(in millions)(in millions)20232022B (W)(in millions)20242023B (W)
Electric revenuesElectric revenues$847.7 $835.5 $12.2 
Fuel and purchased powerFuel and purchased power286.8 279.8 (7.0)
Total electric marginsTotal electric margins560.9 555.7 5.2 
Natural gas revenuesNatural gas revenues244.2 236.5 7.7 
Natural gas revenues
Natural gas revenues
Cost of natural gas soldCost of natural gas sold157.7 164.4 6.7 
Total natural gas marginsTotal natural gas margins86.5 72.1 14.4 
Total electric and natural gas marginsTotal electric and natural gas margins647.4 627.8 19.6 
Total electric and natural gas margins
Total electric and natural gas margins
Other operation and maintenance
Other operation and maintenance
Other operation and maintenanceOther operation and maintenance232.3 192.6 (39.7)
Depreciation and amortizationDepreciation and amortization127.8 119.1 (8.7)
Property and revenue taxesProperty and revenue taxes29.9 27.0 (2.9)
Operating incomeOperating income257.4 289.1 (31.7)
Other income, netOther income, net15.1 10.6 4.5 
Other income, net
Other income, net
Interest expenseInterest expense117.8 113.4 (4.4)
Income before income taxesIncome before income taxes154.7 186.3 (31.6)
Income tax expenseIncome tax expense32.7 47.5 14.8 
Preferred stock dividends of subsidiary0.3 0.3 — 
Income tax expense
Income tax expense
Preferred stock dividend requirements
Net income attributed to common shareholderNet income attributed to common shareholder$121.7 $138.5 $(16.8)

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The following table shows a breakdown of other operation and maintenance:
Three Months Ended March 31
Three Months Ended March 31Three Months Ended March 31
(in millions)(in millions)20232022B (W)(in millions)20242023B (W)
Operation and maintenance not included in line items belowOperation and maintenance not included in line items below$81.3 $78.9 $(2.4)
Transmission (1)
Transmission (1)
90.6 68.9 (21.7)
We Power (2)
We Power (2)
35.5 27.6 (7.9)
Regulatory amortizations and other pass through expenses (3)
Regulatory amortizations and other pass through expenses (3)
25.1 17.2 (7.9)
Earnings sharing mechanismEarnings sharing mechanism(0.2)— 0.2 
Total other operation and maintenanceTotal other operation and maintenance$232.3 $192.6 $(39.7)

(1)Represents transmission expense that we are authorized to collect in rates. The PSCW has approved escrow accounting for American Transmission Company LLCATC and MISO network transmission expenses. As a result, we defer as a regulatory asset or liability, the difference between actual transmission costs and those included in rates until recovery or refund is authorized in a future rate proceeding. During the first quarter of 2024 and 2023, and 2022, $82.6$89.2 million and $82.9$82.6 million, respectively, of costs were billed to us by transmission providers.

(2)Represents costs associated with the We Power generation units, including operating and maintenance costs we recognized. During the first quarter of 2024 and 2023, and 2022, $26.6$29.5 million and $24.8$26.6 million, respectively, of costs were billed to or incurred by us related to the We Power generation units, with the difference in costs billed or incurred and expenses recognized, either deferred or deducted from the regulatory asset.

(3)Regulatory amortizations and other pass through expenses are substantially offset in margins and therefore do not have a significant impact on net income. Effective January 1, 2023, the PSCW approved escrow accounting for pension and OPEB costs. As a result, we defer as a regulatory asset or liability, the difference between these actual costs and those included in rates until recovery or refund is authorized in a future rate proceeding.

The following tables provide information on delivered sales volumes by customer class and weather statistics:
Three Months Ended March 31
MWh (in thousands)
Electric Sales Volumes20232022B (W)
Customer Class
Residential1,881.2 1,986.6 (105.4)
Small commercial and industrial2,087.3 2,169.0 (81.7)
Large commercial and industrial1,554.8 1,598.9 (44.1)
Other30.2 31.9 (1.7)
Total retail5,553.5 5,786.4 (232.9)
Wholesale151.2 324.0 (172.8)
Resale1,183.5 1,146.9 36.6 
Total sales in MWh6,888.2 7,257.3 (369.1)

Three Months Ended March 31
Therms (in millions)
Natural Gas Sales Volumes20232022B (W)
Customer Class
Residential169.1 189.8 (20.7)
Commercial and industrial94.9 107.7 (12.8)
Total retail264.0 297.5 (33.5)
Transportation74.9 98.4 (23.5)
Total sales in therms338.9 395.9 (57.0)

Three Months Ended March 31
Degree Days
Weather (1)
20232022B (W)
Heating (3,283 Normal)2,833 3,325 (14.8)%

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The following tables provide information on delivered sales volumes by customer class and weather statistics:
Three Months Ended March 31
MWh (in thousands)
Electric Sales Volumes20242023B (W)
Customer Class
Residential1,867.5 1,881.2 (13.7)
Small commercial and industrial2,105.8 2,087.3 18.5 
Large commercial and industrial1,548.4 1,554.8 (6.4)
Other29.2 30.2 (1.0)
Total retail5,550.9 5,553.5 (2.6)
Wholesale158.6 151.2 7.4 
Resale1,224.1 1,183.5 40.6 
Total sales in MWh6,933.6 6,888.2 45.4 

Three Months Ended March 31
Therms (in millions)
Natural Gas Sales Volumes20242023B (W)
Customer Class
Residential155.4 169.1 (13.7)
Commercial and industrial86.7 94.9 (8.2)
Total retail242.1 264.0 (21.9)
Transportation77.7 74.9 2.8 
Total sales in therms319.8 338.9 (19.1)

Three Months Ended March 31
Degree Days
Weather (1)
20242023B (W)
Heating (3,282 Normal)2,701 2,833 (4.7)%

(1)Normal degree days are based on a 20-year moving average of monthly temperatures from Mitchell International Airport in Milwaukee, Wisconsin.

Electric Revenues

Electric revenues increased $12.2$2.7 million during the first quarter of 2023,2024, compared with the same quarter in 2022.2023. To the extent that changes in fuel and purchased power costs are passed through to customers, the changes are offset by comparable changes in revenues. See the discussion of electric utility margins below for more information related to the recovery of fuel and purchased power costs and the remaining drivers of the changes in electric revenues.

Electric Utility Margins

Electric utility margins increased $5.2$35.2 million during the first quarter of 2023,2024, compared with the same quarter in 2022.2023. The significant factor impacting the higher electric utility margins was a $60.3 million increase in margins related to the impact of our rate order approved by the PSCW, effective January 1, 2023. See Note 23, Regulatory Environment, in our 2022 Annual Report on Form 10-K for more information on the 2023 rate order.

This increase in margins was partially offset by:

A $29.3$30.7 million quarter-over-quarter negativepositive impact from collections of fuel and purchased power costs compared with costs collected in rates.costs. Under the Wisconsin fuel rules, our margins are impacted by under- or over-collections of certain fuel and purchased power costs that are within a 2% price variance from the costs included in rates, and the remaining variance beyond the 2% price variance is generally deferred for future recovery or refund to customers.

An $18.0 million decrease in margins related to lower sales volumes, driven by the impact of warmer winter weather during the first quarter of 2023, compared with the same quarter in 2022. As measured by heating degree days, the first quarter of 2023 was 14.8% warmer than the same quarter in 2022.

Lower margins of $6.0 million driven by the expiration of a wholesale contract.

Natural Gas Revenues

Natural gas revenues increased $7.7decreased $55.8 million during the first quarter of 2023,2024, compared with the same quarter in 2022.2023. Because prudently incurred natural gas costs are passed through to our customers in current rates, the changes are offset by comparable changes in revenues. The average per-unit cost of natural gas increased 9%decreased approximately 32% during the first quarter of 2023,2024, compared with the same quarter in 2022.2023. The remaining drivers of changes in natural gas revenues are described in the discussion of natural gas utility margins below.
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Natural Gas Utility Margins

Natural gas utility margins increased $14.4$4.0 million during the first quarter of 2023,2024, compared with the same quarter in 2022.2023. The most significant factor impacting the higher natural gas utility margins was a $22.6an $11.2 million increase in margins related to the impact of our rate ordercase re-opener approved by the PSCW, effective January 1, 2023.2024. See Note 24, Regulatory Environment, in our 2023 Annual Report on Form 10-K, for more information on the 2024 limited rate case re-opener. This increase in margins was partially offset by a $7.1$7.2 million decrease in margins from lower sales volumes, driven by the impact of warmer winter weather during the first quarter of 2023,2024, compared with the same quarter in 2022.2023. As measured by heating degree days, the first quarter of 2024 was 4.7% warmer than the same quarter in 2023.

Other Operating Expenses (includes other operation and maintenance, depreciation and amortization, and property and revenue taxes)

Other operating expenses at the utility segment increased $51.3$22.0 million during the first quarter of 2023,2024, compared with the same quarter in 2022.2023. The significant factors impacting the increase in other operating expenses were:

A $21.7 million increase in transmission expense as approved in our rate order, effective January 1, 2023. See the notes under the other operation and maintenance table above for more information.

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An $8.7$11.8 million increase in depreciation and amortization, driven by assets being placed into service as we continue to execute on our capital plan.

A $7.9$6.4 million increase in regulatory amortizationselectric and other pass throughnatural gas distribution expenses, as discusseddriven by higher costs for storm restoration during the first quarter of 2024, compared with the same quarter in the notes under the other operation and maintenance table above.2023.

A $7.9$4.6 million increase in other operation and maintenance expense related to the We Power leases, as discussed in the notes under the other operationenvironmental remediation and maintenance table above.related studies.

Other Income, Net

Other income, net increased $4.5 million during the first quarter of 2023, compared with the same quarter in 2022, driven by higher AFUDC–Equity due to continued capital investment. This increase was partially offset by lower net credits from the non-service components of our net periodic pension and OPEB costs. See Note 14, Employee Benefits, for more information on our benefit costs.

Interest Expense

Interest expense increased $4.4$3.0 million during the first quarter of 2023,2024, compared with the same quarter in 2022,2023, driven by a $500.0 million long-termhigher average short-term debt issuance in September 2022balances and higherincreased short-term debt interest rates. These increases were partially offset by higher AFUDC-Debt due to continued capital investment. Lower interest expense on finance lease liabilities, primarily related to the We Power leases, as finance lease liabilities decrease each year as payments are made also contributed to the offset in interest expense.

Income Tax Expense

Income tax expense decreased $14.8increased $3.1 million during the first quarter of 2023,2024, compared with the same quarter in 2022, driven by lower2023, primarily due to higher pre-tax income and a $4.6 million increase in PTCs.income.

LIQUIDITY AND CAPITAL RESOURCES

Overview

We expect to maintain adequate liquidity to meet our cash requirements for the operation of our business and implementation of our corporate strategy through the internal generation of cash from operations and access to the capital markets.

Cash Flows

The following table summarizes our cash flows during the three months ended March 31:
(in millions)20232022Change in 2023 Over 2022
Cash provided by (used in):
Operating activities$215.5 $308.2 $(92.7)
Investing activities(249.3)(99.1)(150.2)
Financing activities3.2 (199.9)203.1 

Operating Activities

Net cash provided by operating activities decreased $92.7 million during the first quarter of 2023, compared with the same quarter in 2022, driven by:

A $111.7 million decrease in cash driven by higher collateral paid to counterparties during the first quarter of 2023, compared with collateral received from counterparties during the same quarter in 2022, as well as realized losses on derivative instruments recognized during the first quarter of 2023, compared with realized gains recognized during the first quarter of 2022.
(in millions)20242023Change in 2024 Over 2023
Cash provided by (used in):
Operating activities$369.4 $215.5 $153.9 
Investing activities(197.3)(249.3)52.0 
Financing activities(164.9)3.2 (168.1)

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Operating Activities

Net cash provided by operating activities increased $153.9 million during the first quarter of 2024, compared with the same quarter in 2023, driven by:

A $43.4$66.8 million decreaseincrease in cash from higherrelated to lower payments for other operation and maintenance expenses. During the first quarter of 2023,2024, our payments were higher forlower associated with charitable projects, accrued for at the end of 2022 and We Power costs, as well as due to the timing of payments to related parties for accounts payable.

A $10.6$48.7 million decreaseincrease in cash from higher payments for interest, driven by the issuancelower amounts of long-term debt during the third quarter of 2022, and higher short-term debt interest ratescollateral paid to counterparties during the first quarter of 2024, compared with same quarter in 2023, as well as lower realized losses on derivative instruments recognized during the first quarter of 2024, compared with the same quarter in 2022.2023.

These decreases in net cash provided by operating activities were partially offset by a $66.3A $17.8 million increase in cash from higher overall collections from customerslower payments for fuel and purchased power at our generation plants during the first quarter of 2023,2024, compared with the same quarter in 2022. This increase was2023, primarily driven by our rate order approveda decrease in the price of natural gas.

A $9.4 million increase in cash from lower payments for interest during the first quarter of 2024, compared with the same quarter in 2023, driven by the PSCW, effective January 1, 2023. See Note 23, Regulatory Environment,timing of payments for accrued interest.

A $4.3 million increase in our 2022 Annual Report on Form 10-Kcash received related to income taxes, driven by proceeds received during the first quarter of 2024 for more information on our 2023 rate order.PTCs that were sold to a third party.

Investing Activities

Net cash used in investing activities increased $150.2decreased $52.0 million during the first quarter of 2023,2024, compared with the same quarter in 2022,2023, driven by:

A $69.2 million increase in cash paid for capital expenditures during the first quarter of 2023, which is discussed in more detail below.

Insurance proceeds of $41.0 million received during the first quarter of 2022 for property damage, primarily related to the Public Service Building water damage claim.

The acquisition of a 50% ownership interest in Whitewater in January 2023 for $38.0 million. See Note 2, Acquisitions, for more information.

Proceeds of $6.2 million received for the reimbursement of ATC's construction costs during the first quarter of 2024. There were no proceeds received for reimbursement of ATC's construction costs during the first quarter of 2023.

A $5.7 million decrease in cash paid for capital expenditures during the first quarter of 2024, which is discussed in more detail below.

Capital Expenditures

Capital expenditures for the three months ended March 31 were as follows:
(in millions)(in millions)20232022Change in 2023 Over 2022(in millions)20242023Change in 2024 Over 2023
Capital expendituresCapital expenditures$208.7 $139.5 $69.2 

The increasedecrease in cash paid for capital expenditures during the first quarter of 2023,2024, compared with the same quarter in 2022,2023, was primarily driven by higherlower payments related to the new natural gas-fired generation being constructed at WPS's existing Weston power plant site, which we partially own, construction of our LNG facility, and upgrades to our electric and natural gas distribution systems.system, partially offset by increased payments for our electric distribution system.

See Capital Resources and Requirements – Capital Requirements – Significant Capital Projects for more information.

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Financing Activities

Net cash related to financing activities increased $203.1decreased $168.1 million during the first quarter of 2023,2024, compared with the same quarter in 2022,2023, driven by:

A $135.0by equity contributions of $415.0 million increase in cash relatedreceived from our parent during the first quarter of 2023, to higherbalance our capital structure. There were no equity contributions received from our parent during the first quarter of 2023, compared with the same quarter in 2022, to balance our capital structure.

A $50.0 million increase2024. This decrease in cash due to lower dividends paid to our parent during the first quarter of 2023, compared with the same quarter in 2022, to balance our capital structure.

A $17.8was partially offset by a $249.3 million increase in cash due to lower net repayments of commercial paper during the first quarter of 2023,2024, compared with the same quarter in 2022.2023.

Other Significant Financing Activities

For more information on our other significant financing activities, see Note 8, Short-Term Debt and Lines of Credit.
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Cash Requirements

We require funds to support and grow our business. Our significant cash requirements primarily consist of capital and investment expenditures, payments to retire and pay interest on long-term debt, the payment of common stock dividends to our parent, and the funding of our ongoing operations. See the discussion below and Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Cash Requirements in our 20222023 Annual Report on Form 10-K for additional information regarding our significant cash requirements.

Significant Capital Projects

We have several capital projects that will require significant capital expenditures over the next three years and beyond. All projected capital requirements are subject to periodic review and may vary significantly from estimates, depending on a number of factors. These factors include environmental requirements, regulatory restraints and requirements, changes in tax laws and regulations, acquisition and development opportunities, market volatility, economic trends, supply chain disruptions, inflation, and interest rates. Our estimated capital expenditures and acquisitions for the next three years are reflected below. These amounts include anticipated expenditures for environmental compliance and certain remediation issues. For a discussion of certain environmental matters affecting us, see Note 17, Commitments and Contingencies.
(in millions)(in millions)
2023$1,504.1 (1)
2024
2024
202420241,478.2 $1,740.0 (1)(1)
202520251,274.6 
2026
2026
2026
TotalTotal$4,256.9 
Total
Total

(1)This includes actual capital expenditures incurred through March 31, 2023,2024, as well as estimated capital expenditures for the remainder of the year.

We continue to upgrade our electric and natural gas distribution systems to enhance reliability. These upgrades include addressing our aging infrastructure, and system hardening, and the AMI program. AMI is an integrated system of smart meters, communication networks, and data management systems that enable two-way communication between utilities and customers.

WEC Energy Group is committed to investing in solar, wind, battery storage, and clean natural gas-fired generation. Below are examples of projects that are proposed or currently underway:

We have partnered with an unaffiliated utility to construct a utility-scale solar project, Badger Hollow II, that will be located in Iowa County, Wisconsin. Once constructed, we will own 100 MWs of the project. Our share of the cost of this project is estimated to be approximately $151 million. Commercial operation of Badger Hollow II is targeted for 2023.underway.

We, along with WPS and an unaffiliated utility, received PSCW approval to acquire and construct Paris, Solar-Battery Park, a utility-scale solar-powered electric generating facility with a battery energy storage system. The project will be located in Kenosha County, Wisconsin and once fully constructed, we will own 150 MWs of solar generation and 82 MWs of battery storage of this project. Our share of the cost of this project is estimated to be approximately $325$452 million, with construction of the solar portion and battery storage expected to be completed in 2023.2024 and 2025, respectively.

We, along with WPS and an unaffiliated utility, received PSCW approval to acquire and construct Darien, Solar-Battery Park, a utility-scale solar-powered electric generating facility with a battery energy storage system.facility. The project will be located in Rock and Walworth counties, Wisconsin and once fully constructed, we will own 188 MWs of solar generation and 56 MWs of battery storage of this project.generation. Our share of the cost of this project is estimated to be approximately $335$356 million, with construction of the solar portion expected to be completed in 2024.As part of its order, the PSCW approved battery capacity at
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this project, which is no longer included in the current capital plan. We will continue to evaluate timing, cost, and feasibility of the installation of batteries.

We, along with WPS and an unaffiliated utility, received PSCW approval to acquire the Koshkonong, Solar-Battery Park, a utility-scale solar-powered electric generating facility with a battery energy storage system.facility. The project will be located in Dane County, Wisconsin and once fully constructed, we will own 225 MWs of solar generation and 124 MWs of battery storage of this project.generation. Our share of the cost of this project is estimated to be approximately $488 million, with construction of the solar portion expected to be completed in 2025.

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We, along with WPS, received PSCW approval to construct a natural gas-fired generation facility at WPS's existing Weston power plant site in northern Wisconsin. The new facility will consist of seven RICE units. Once constructed, we will own 64 MWs of this project. Our share of the cost of this project is estimated to be approximately $85$482 million, with construction expected to be completed in 2023.2026. As part of its order, the PSCW approved battery capacity at this project, which is no longer included in the current capital plan. We will continue to evaluate timing, cost, and feasibility of the installation of batteries.

In January 2023, we, along with WPS, completed the acquisition of Whitewater, a commercially operational 236.5 MW dual fueled (natural gas and low sulfur fuel oil) combined cycle electrical generation facility in Whitewater, Wisconsin. Our share of the cost of this facility was $38.0 million for 50% of the capacity.

In FebruarySeptember 2023, WPS alongfiled a request with an unaffiliated utility, receivedthe PSCW approvalto exercise a second option to acquire a portion of West Riverside's nameplate capacity. WPS also received approval to assign the option to purchase part of West Riverside to us. We will acquirean additional 100 MWs of capacity in the first of two potential option exercises. West Riverside, is a combined cycle natural gas plant recently completedoperated by an unaffiliated utility in Rock County, Wisconsin. OurIn October 2023, WPS filed for approval to assign the second option to purchase West Riverside to us. These requests were approved in February 2024 and our share of the cost of this ownership interest is expected to be approximately $102 million, with the transaction expected to close in the second quarter of 2023. In addition, WPS could exercise and request approval to assign to us a second option to acquire an additional 100 MWs of capacity. If approved, and WPS assigns the option to us, our share of the cost of this ownership interest is approximately $100 million, with the transaction expected to close inby June 2024.

We plan to enhance fuel flexibility at the coal-fired ERGS units.

In March 2022,February 2024, we, along with WPS and an unaffiliated utility, filed a request with the PSCW to acquire and construct High Noon, a utility-scale solar-powered electric generating facility. The project will be located in Columbia County, Wisconsin and once fully constructed, we will own 225 MWs of solar generation of this project. If approved, our share of the cost of this project is estimated to be approximately $480 million, with construction expected to be completed by the end of 2026. Approval for the battery capacity at this project was also requested, which is not included in the current capital plan. We will continue to evaluate the timing, cost, and feasibility of the installation of batteries.

In April 2024, we filed a request with the PSCW to build five natural gas fired combustion turbines capable of producing approximately 1,100 MWs which would be located at the existing Oak Creek campus. If approved, the cost of this project is estimated to be approximately $1.2 billion.

In April 2024, we filed a request with the PSCW to add seven natural gas-fired RICE units near the Paris Generating Station. The new RICE units would be fueled with natural gas and capable of producing approximately 128 MWs. If approved, the cost of this project is estimated to be approximately $280 million.

In April 2024, we filed a request with the PSCW to construct the Rochester Lateral, which would supply additional natural gas service to the Oak Creek campus. The natural gas lateral would be built in Kenosha, Racine, and Milwaukee counties. If approved, the cost of this project is estimated to be approximately $180 million.

In April 2024, we filed a request with the PSCW to construct an LNG facility which would be located on the Oak Creek campus. If approved, the facility would have a storage capacity of two Bcf and the cost of this project is estimated to be approximately $460 million.

The construction of additional LNG facilities in Wisconsin has been proposed as part of WEC Energy Group's 2024-2028 capital plan, which includes us. The facilities would provide another approximately two Bcf of natural gas supply (of which our portion is expected to be approximately one Bcf) and are expected to reduce the likelihood of constraints on our natural gas distribution system during the highest demand days of winter.

In August 2023, the DOC opened anissued a ruling in its investigation into whether new tariffs should be imposed on solar panels and cells imported from multiple southeast Asian countries. See Factors Affecting Results, Liquidity, and Capital Resources – Regulatory, Legislative, and Legal Matters – United States Department of Commerce Complaint and Factors Affecting Results, Liquidity, and Capital Resources – Regulatory, Legislative, and Legal Matters – Uyghur Forced Labor Prevention Act for information on the potential impacts to our solar projects as a result of the DOC investigationruling and CBP actions related to solar panels, respectively. The expected in-service dates and costs identified above already reflect some of these impacts.

We have received approval to construct an LNG facility. The facility would provide us with approximately one billion cubic feet of natural gas supply to meet anticipated peak demand without requiring the construction of additional interstate pipeline capacity. The facility is expected to reduce the likelihood of constraints on our natural gas system during the highest demand days of winter. The project is estimated to cost approximately $185 million. Commercial operation of the LNG facility is targeted for the end of 2023.
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Long-Term Debt

There were no material changes in our outstanding long-term debt during the three months ended March 31, 2023.2024.

Common Stock Dividends

During the three months ended March 31, 2023,2024, we paid common stock dividends of $60.0 million to the sole holder of our common stock, WEC Energy Group.

Other Significant Cash Requirements

See Note 17, Commitments and Contingencies, for information regarding our minimum future commitments related to purchase obligations for the procurement of fuel, power, and natural gas supply, as well as the related storage and transportation. There were no material changes to our other significant commitments outside the ordinary course of business during the three months ended March 31, 2023.2024.

Off-Balance Sheet Arrangements

We are a party to various financial instruments with off-balance sheet risk as a part of our normal course of business, including letters of credit that primarily support our commodity contracts. We believe that these agreements do not have, and are not reasonably likely to have, a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources. For additional information, see Note 8, Short-Term Debt and Lines of Credit, Note 13, Guarantees, and Note 16, Variable Interest Entities.

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Sources of Cash

Liquidity

We anticipate meeting our short-term and long-term cash requirements to operate our business and implement our corporate strategy through internal generation of cash from operations, equity contributions from our parent, and access to the capital markets, which allows us to obtain external short-term borrowings, including commercial paper, and intermediate or long-term debt securities. Cash generated from operations is primarily driven by sales of electricity and natural gas to our utility customers, reduced by costs of operations. Our access to the capital markets is critical to our overall strategic plan and allows us to supplement cash flows from operations with external borrowings to manage seasonal variations, working capital needs, commodity price fluctuations, unplanned expenses, and unanticipated events.

We maintain a bank back-up credit facility, which provides liquidity support for our obligations with respect to commercial paper and for general corporate purposes. We review our bank back-up credit facility needs on an ongoing basis and expect to be able to maintain adequate credit facilities to support our operations.

The amount, type, and timing of any financings for the remainder of 2023,2024, as well as in subsequent years, will be contingent on investment opportunities and our cash requirements and will depend upon prevailing market conditions, regulatory approvals, and other factors. We plan to maintain a capital structure consistent with that approved by the PSCW. For more information on our approved capital structure, see Item 1. Business – C. Regulation in our 20222023 Annual Report on Form 10-K.

The issuance of our securities is subject to the approval of the PSCW. Additionally, with respect to the public offering of securities, we file registration statements with the SEC under the Securities Act of 1933, as amended (1933 Act). The amounts of securities authorized by the PSCW, as well as the securities registered under the 1933 Act, are closely monitored and appropriate filings are made to ensure flexibility in the capital markets.

Although not the case as ofAt March 31, 2023,2024, our current liabilities sometimes exceedexceeded our current assets. If this occurs, weassets by $298.0 million. We do not expect that it wouldthis to have anyan impact on our liquidity, as we currently believe that our cash and cash equivalents, our available capacity of $371.5 million under our existing revolving credit facility,facilities, cash generated from ongoing operations, and access to the capital markets are adequate to meet our short-term and long-term cash requirements.

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See Note 8, Short-Term Debt and Lines of Credit, for more information about our credit facility and commercial paper.

Investments in Outside Trusts

We maintain investments in outside trusts to fund the obligation to provide pension and certain OPEB benefits to current and future retirees. These trusts hadhave investments consisting of fixed income and equity securities that are subject to the volatility of the stock market and interest rates. For more information, see Investments in Outside Trusts in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Sources of Cash in our 20222023 Annual Report on Form 10-K.

Debt Covenants

Certain of our short-term debt agreements containOur credit facility contains financial covenants that we must satisfy, including a debt to capitalization ratio. At March 31, 2023,2024, we were in compliance with all such covenants. We expect to be in compliance with all such debt covenants for the foreseeable future. See Note 12,13, Short-Term Debt and Lines of Credit, and Note 13,14, Long-Term Debt, and Note 10, Common Equity, in our 20222023 Annual Report on Form 10-K for more information regarding our debt covenants.

Credit Rating Risk

Cash collateral postings and prepayments made with external parties, including postings related to exchange-traded contracts, and cash collateral posted by external parties were immaterial as of March 31, 2023.2024. From time to time, we may enter into commodity contracts that could require collateral or a termination payment in the event of a credit rating change to below BBB- at S&P Global Ratings, a division of S&P Global Inc., and/or Baa3 at Moody’s Investors Service, Inc. If we had a sub-investment grade credit rating at March 31, 2023,2024, we could have been required to post $100$103 million of additional collateral or other assurances pursuant to the
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terms of a PPA. We also have other commodity contracts that, in the event of a credit rating downgrade, could result in a reduction of our unsecured credit granted by counterparties.

In addition, access to capital markets at a reasonable cost is determined in large part by credit quality. Any credit ratings downgrade could impact our ability to access capital markets.

Subject to other factors affecting the credit markets as a whole, we believe our current ratings should provide a significant degree of flexibility in obtaining funds on competitive terms. However, these security ratings reflect the views of the rating agency only. An explanation of the significance of these ratings may be obtained from the rating agency. Such ratings are not a recommendation to buy, sell, or hold securities. Any rating can be revised upward or downward or withdrawn at any time by a rating agency.

FACTORS AFFECTING RESULTS, LIQUIDITY, AND CAPITAL RESOURCES

The following is a discussion of certain factors that may affect our results of operations, liquidity, and capital resources. This discussion should be read together with the information in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Factors Affecting Results, Liquidity, and Capital Resources in our 20222023 Annual Report on Form 10-K, which provides a more complete discussion of factors affecting us, including market risks and other significant risks, competitive markets, environmental matters, critical accounting policies and estimates, and other matters.

Regulatory, Legislative, and Legal Matters

Petitions Before PSCW Regarding Third-Party Financed Distributed Energy Resources

In May 2022, two petitions werea petition was filed with the PSCW requesting a declaratory ruling that the owner of a third-party financed DER is not a "public utility" as defined under Wisconsin law and, therefore, is not subject to the PSCW’s jurisdiction under any statute or rule regulating public utilities. The partiesparty that filed the petitions providepetition provides financing to theirits customers for installation of DERs (including solar panels and energy storage) on the customer’s property. A DER is connected to the host customer’s utility meter and is used for the customer’s energy needs. It may also be connected to the grid for distribution.

In July 2022, theThe PSCW found that the specific facts and circumstances merited the opening ofopened a docket for each petition to consider whether to grant all or part of the requested declaratory ruling.

Onpetition and, in December 1, 2022, the PSCW granted onethe petitioner’s request for a declaratory ruling, finding that the owner of the third-party financed DER at issue in the petitioner’s brief is not a public utility under Wisconsin law. The
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ruling was limited to the specific facts and circumstances of the lease presented in that petition. A recentAfter a petition by several utilitiesthe WUA to reopen or rehear the case expired without action by the PSCW. The second petition is also currently being considered. AlthoughPSCW, the WUA filed an appeal with the Dane County Circuit Court. On April 26, 2024, the circuit court reversed the PSCW’s decision, finding that the PSCW erroneously interpreted the definition of "public utility," and the evidence did not support its determination that the lease at issue in the first petition was limiteddid not involve the sale of electricity to the specific facts and circumstances of"public" under Wisconsin law. The case was remanded to the lease presented in that petition, similar findings or a broader policy position could adverselyPSCW for further review. The petitioner has the right to appeal the circuit court decision. We are continuing to monitor this case for any potential impact on our business operations.

Uyghur Forced Labor Prevention Act

The CBP issued a WRO in June 2021, applicable to certain silica-based products originating from the Xinjiang Uyghur Autonomous Region of China (Xinjiang), such as polysilicon, included in the manufacturing of solar panels. In June 2022, the WRO was superseded by the implementation of the UFLPA, which was signed into law by President Biden in December 2021.UFLPA. The UFLPA establishes a rebuttable presumption that any imports wholly or partially manufactured in Xinjiang are prohibited from entering the United States. While our suppliers were able to provide the CBP sufficient documentation to meet WRO compliance requirements, and we expect the same will be true for UFLPA purposes, we cannot currently predict what, if any, long-term impact the UFLPA will have on the overall supply of solar panels into the United States and whether we will experience any further impacts to the related long-term impact to timing and cost of our solar projects included in WEC Energy Group's long-term capital plan. However, we are seeing some delays in the release of solar panels by the CBP, which are having an impact on the timing of certain of our solar projects.

United States Department of Commerce ComplaintComplaints

In February 2022, a California based company filed a petition (AD/CVD)(Antidumping and Countervailing Duties) with the DOC seeking to impose new tariffs on solar panels and cells imported from multiple countries, including Malaysia, Vietnam, Thailand, and Cambodia. The petitioners claimed that Chinese solar manufacturers are shifting products to these countries to avoid the tariffs required on products imported from China
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and requested that the DOC conduct a country-wide inquiry into each of the four countries. In March 2022, the DOC decided to act on the petition and investigate the claim. On December 2, 2022, the DOC announced its preliminary determination that certain companies are circumventing anti-dumping and countervailing duty orders on solar cells and modules from China. If the DOC makes a final determination, which is currently expected in the second quarter of 2023, that such circumvention is occurring it would be able to apply any final tariffs retroactively to November 4, 2021. If imposed, the new tariffs could further disrupt the supply of solar modules to the United States, and could impact the cost and timing of our solar projects.

In JuneAugust 2023, the DOC issued its final decision, substantially affirming its December 2022 preliminary determination that circumvention was occurring in each of the four Southeast Asian countries noted above. In its decision, the DOC affirmed that the Biden Administration used its executive powers to issue aAdministration’s current 24-month tariff moratorium on solar panels manufacturedwill remain in Cambodia, Malaysia, Thailand,effect until June 6, 2024, subject to certain use and Vietnam. The moratorium comes as a direct responseinstallation requirements, at which time tariffs are expected to concerns raised about the adverse impact from the ongoing DOC complaint on theresume. In December 2023, two U.S. solar industry. Asmanufacturers filed a challenge to this moratorium in the DOC will continue its investigation discussed above, companies may still be subject to tariffs after the moratorium ends; however, U.S. companies will reportedly be exempt from any retroactive tariffs that previously could have applied. United States Court of International Trade.

The Biden Administration also announced that it plans to invokeinvoked the Defense Production Act to accelerate the production of solar panels in the U.S. The; however, the DOC’s ruling may have an adverse impact on the solar industry overall. Additionally, the Biden Administration's actions did not address whether WROs applied to panels under previous complaints would be affected. At this time, we do not expect this final ruling to have a material impact on our results of operations.

Infrastructure Investment and Jobs Act

In November 2021, President Biden signed into law the Infrastructure Investment and Jobs Act, which provides for approximately $1.2 trillion of federal spending over the nexta five years,year period, including approximately $85 billion for investments in power, utilities, and renewables infrastructure across the United States. We expect funding from this Act will support the work we are doing to reduce GHG emissions, increase EV charging, and strengthen and protect the energy grid. Funding in the Act should also help to expand emerging technologies, like hydrogen and carbon management, as we continue the transition to a clean energy future. We believe the Infrastructure Investment and Jobs Act will accelerate investment in projects that will help us meet our net zero emission goals to the benefit of our customers, the communities we serve, and our company.

Inflation Reduction Act

In August 2022, President Biden signed into law the IRA, which provides for $258 billion in energy-related provisions over a 10-year period. The provisions of the IRA are intended to, among other things, lower gasoline and electricity prices, incentivize domestic clean energy investment, manufacturing, and production, and promote reductions in carbon emissions. We believe that we and our customers can benefit from the IRA’s provisions that extend tax benefits for renewable technologies, increase or restore higher rates for PTCs, add an option to claim PTCs for solar projects, expand qualified ITC facilities to include standalone energy storage, and its provision to allow companies to transfer tax credits generated from renewable projects. The IRA also implements a 15% corporate alternative minimum tax and a 1% excise tax on stock repurchases. Although significant regulatory guidance is expected on the tax provisions in the IRA, we currently believe the provisions on alternative minimum tax and stock repurchases will not have a material
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impact on us. Overall, we believe the IRA will help reduce our cost of investing in projects that will support our commitment to reduce emissions and provide customers affordable, reliable, and clean energy over the longer term.

Environmental Matters

See Note 17, Commitments and Contingencies, for a discussion of certain environmental matters affecting us, including rules and regulations relating to air quality, water quality, land quality, and climate change.

Market Risks and Other Significant Risks

We are exposed to market and other significant risks as a result of the nature of our business and the environment in which we operate. These risks include, but are not limited to, the inflation and supply chain disruptions described below. In addition, there is continuing uncertainty over the impact that the ongoing conflict between Russiaregional conflicts, including those in Ukraine, Israel and Ukrainein other parts of the Middle East, will have on the global economy, supply chains, and fuel prices. See Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations – Factors Affecting Results, Liquidity, and Capital Resources – Market Risks and Other Significant Risks in our 20222023 Annual Report on Form 10-K for a discussion of market and other significant risks applicable to us.

Inflation and Supply Chain Disruptions

We continue to monitor the impact of inflation and supply chain disruptions. We monitor the costs of medical plans, fuel, transmission access, construction costs, regulatory and environmental compliance costs, and other costs in order to minimize
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inflationary effects in future years, to the extent possible, through pricing strategies, productivity improvements, and cost reductions. We monitor the global supply chain, and related disruptions, in order to ensure we are able to procure the necessary materials and other resources necessary to both maintain our energy services in a safe and reliable manner and to grow our infrastructure in accordance with WEC Energy Group's capital plan. For additional information concerning risks related to inflation and supply chain disruptions, see the threefour risk factors below that are disclosed in Part I of our 20222023 Annual Report on Form 10-K.

Item 1A. Risk Factors – Risks Related to the Operation of Our Business – Public health crises, including epidemics and pandemics, could adversely affect our business functions, financial condition, liquidity, and results of operations.

Item 1A. Risk Factors – Risks Related to the Operation of Our Business – Our operations and corporate strategy may be adversely affected by supply chain disruptions and inflation.

Item 1A. Risk Factors – Risks Related to the Operation of Our Business – We are actively involved with multiple significant capital projects, which are subject to a number of risks and uncertainties that could adversely affect project costs and completion of construction projects.

Item 1A. Risk Factors – Risks Related to Economic and Market Volatility – Fluctuating commodity prices could negatively impact our electric and natural gas utility operations.

For additional information concerning risk factors, including market risks, see the Cautionary Statement Regarding Forward-Looking Information at the beginning of this report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes related to market risk from the disclosures presented in our 20222023 Annual Report on Form 10-K. In addition to the Form 10-K disclosures, see Management's Discussion and Analysis of Financial Condition and Results of Operations – Factors Affecting Results, Liquidity, and Capital Resources – Market Risks and Other Significant Risks in Item 2 of Part I of this report, as well as Note 11, Fair Value Measurements, Note 12, Derivative Instruments, and Note 13, Guarantees, in this report for information concerning our market risk exposures.

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ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon such evaluation, our principal executive officer and principal financial officer have concluded that, as of the end of such period, our disclosure controls and procedures are effective: (i) in recording, processing, summarizing, and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act; and (ii) to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the first quarter of 20232024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The following should be read in conjunction with Item 3. Legal Proceedings in Part I of our 20222023 Annual Report on Form 10-K. See Note 17, Commitments and Contingencies, and Note 19, Regulatory Environment, in this report for additional information on material legal proceedings and matters related to us.

In addition to those legal proceedings discussed in Note 17, Commitments and Contingencies, Note 19, Regulatory Environment, and below, we are currently, and from time to time, subject to claims and suits arising in the ordinary course of business. Although the results of these additional legal proceedings cannot be predicted with certainty, management believes, after consultation with legal counsel, that the ultimate resolution of these proceedings will not have a material impact on our financial statements.

Employee Retirement Savings Plan Matter

In May 2022, a putative class action, Munt, et al. v. WEC Energy Group, Inc., et al., was filed in the United States District Court for the Eastern District of Wisconsin - Milwaukee Division.Division (the "Court"). The plaintiffs allegealleged that WEC Energy Group and others breached their fiduciary duties with respect to the operation and oversight of WEC Energy Group'sthe Employee Retirement Saving Plan (the “Plan”) in violation of the Employee Retirement Income Security Act of 1974, as amended. The putative class is alleged to beincluded participants in the Plan from May 10, 2016 through the date of judgment. The complaint seekssought injunctive relief, damages, interest, costs, and attorneys' fees. WEC Energy GroupOn March 29, 2024, the Court dismissed the lawsuit with prejudice and the matter is vigorously defending against the allegations made in this lawsuit and intends to continue to do so.now concluded.

ITEM 1A. RISK FACTORS

There were no material changes from the risk factors disclosed in Item 1A. Risk Factors in Part I of our 20222023 Annual Report on Form 10-K.

ITEM 5. OTHER INFORMATION

During the three months ended March 31, 2024, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted or terminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement" (as defined in Item 408 of Regulation S-K).

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ITEM 6. EXHIBITS
The following exhibits are filed or furnished with or incorporated by reference in the report with respect to Wisconsin Electric Power Company (File No. 001-01245). An asterisk (*) indicates that the exhibit has previously been filed with the SEC and is incorporated herein by reference.
NumberExhibit
10Material Contracts
31Rule 13a-14(a) / 15d-14(a) Certifications
32Section 1350 Certifications
101Interactive Data Files
101.INSInline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCHInline XBRL Taxonomy Extension Schema
101.CALInline XBRL Taxonomy Extension Calculation Linkbase
101.DEFInline XBRL Taxonomy Extension Definition Linkbase
101.LABInline XBRL Taxonomy Extension Label Linkbase
101.PREInline XBRL Taxonomy Extension Presentation Linkbase
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



WISCONSIN ELECTRIC POWER COMPANY
(Registrant)
/s/ WILLIAM J. GUC
Date:May 4, 20233, 2024William J. Guc
Vice President, Controller, and Assistant Corporate Secretary
(Duly Authorized Officer and Chief Accounting Officer)

03/31/20232024 Form 10-Q3941Wisconsin Electric Power Company