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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 September 30, 2024


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

For the transition period from ________________ to ___________________

Commission
File Number

Registrant; State of Incorporation;
Address; and Telephone Number

IRS Employer
Identification No.

001-03016

WISCONSIN PUBLIC SERVICE CORPORATION

39-0715160

(A Wisconsin Corporation)

2830 South Ashland Avenue

P.O. Box 19001

Green Bay, WI 54307-9001

(800) 450-7260

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 filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☐

Emerging growth company

☐

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

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

Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

Common Stock, $4 par value,

23,896,962 shares outstanding at

September 30, 2024

All of the common stock of Wisconsin Public Service Corporation is held by Integrys Holding, Inc., a wholly owned subsidiary of WEC Energy Group, Inc.

Table of Contents

WISCONSIN PUBLIC SERVICE CORPORATION

QUARTERLY REPORT ON FORM 10-Q

For the Quarter Ended September 30, 2024

TABLE OF CONTENTS

Page

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

PART I.

FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS (UNAUDITED)

Condensed Income Statements

Condensed Balance Sheets

Condensed Statements of Cash Flows

Condensed Statements of Equity

Notes to Condensed Financial Statements

Page

Regulatory Assets and Liabilities

Note 6

Property, Plant, and Equipment

Note 7

Asset Retirement Obligations

Note 8

Common Equity

Note 9

Short-Term Debt and Lines of Credit

Note 10

Leases

Note 11

Materials, Supplies, and Inventories

Note 12

Income Taxes

Note 13

Fair Value Measurements

Note 14

Derivative Instruments

Goodwill and Intangible Assets

Note 18

Segment Information

Note 19

Commitments and Contingencies

Note 20

Supplemental Cash Flow Information

Note 21

Regulatory Environment

Note 22

New Accounting Pronouncements

ITEM 2.

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

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 4.

CONTROLS AND PROCEDURES


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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
ATC						American Transmission Company LLC

Integrys						Integrys Holding, Inc.
WE						Wisconsin Electric Power Company
WEC Energy Group						WEC Energy Group, Inc.

Federal and State Regulatory Agencies
CBP						United States Customs and Border Protection Agency
DOC						United States Department of Commerce
EPA						United States Environmental Protection Agency

IRS						United States Internal Revenue Service
PSCW						Public Service Commission of Wisconsin
SEC						United States Securities and Exchange Commission
USITC						United States International Trade Commission
WDNR						Wisconsin Department of Natural Resources

Accounting Terms

ARO						Asset Retirement Obligation

ASU						Accounting Standards Update
FASB						Financial Accounting Standards Board
GAAP						United States Generally Accepted Accounting Principles
OPEB						Other Postretirement Employee Benefits

Environmental Terms
BATW						Bottom Ash Transport Water
BTA						Best Technology Available
CAA						Clean Air Act
CASAC						Clean Air Scientific Advisory Committee
CCR						Coal Combustion Residuals
CO2						Carbon Dioxide
CRL						Combustine Residual Leachate
CWA						Clean Water Act
ELG						Steam Electric Effluent Limitation Guidelines

GHG						Greenhouse Gas
MATS						Mercury and Air Toxics Standards
NAAQS						National Ambient Air Quality Standards
NOV						Notice of Violation
NOx						Nitrogen Oxide
PM						Particulate Matter
WPDES						Wisconsin Pollutant Discharge Elimination System

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

Other Terms and Abbreviations
AD						Antidumping
AMI						Advanced Metering Infrastructure
Badger Hollow						Badger Hollow Wind Energy Generation Facility


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CVD						Countervailing Duty
D.C. Circuit Court of Appeals						United States Court of Appeals for the District of Columbia Circuit

DER						Distributed Energy Resource
ESG Progress Plan						WEC Energy Group's Capital Investment Plan for Efficiency, Sustainability, and Growth for 2025-2029
EV						Electric Vehicle
Exchange Act						Securities Exchange Act of 1934, as amended
FTR						Financial Transmission Right
Good Oak						Good Oak Solar Generation Facility
Gristmill						Gristmill Solar Generation Facility
IRA						Inflation Reduction Act
ITC						Investment Tax Credit
Koshkonong						Koshkonong Solar Park
LDC						Local Natural Gas Distribution Company
MG&E						Madison Gas and Electric Company
MISO						Midcontinent Independent System Operator, Inc.

PTC						Production Tax Credit
Red Barn						Red Barn Wind Park
RICE						Reciprocating Internal Combustion Engine
RNG						Renewable Natural Gas
ROE						Return on Equity
RTC						Renewable Thermal Credit
S&P						Standard & Poor's
Saratoga						Saratoga Solar Electric Generation and BESS Facility
SIP						State Implementation Plan
Supreme Court						United States Supreme Court
Tax Legislation						Tax Cuts and Jobs Act of 2017
UFLPA						Uyghur Forced Labor Prevention Act
Ursa						Ursa Solar Electric Generation Facility

Whitetail						Whitetail Wind Energy Generation Facility
Whitewater						Whitewater Cogeneration Facility
WPL						Wisconsin Power and Light Company
WRO						Withhold Release Order


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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 2023 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, electric grid reliability, and electric transmission or natural gas pipeline system constraints;

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

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

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

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

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

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

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

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

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

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

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

•Potential business strategies to acquire and dispose of assets, 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.


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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

WISCONSIN PUBLIC SERVICE CORPORATION


CONDENSED INCOME STATEMENTS (Unaudited)	Three Months Ended				Nine Months Ended
	September 30				September 30
(in millions)	2024		2023		2024		2023
Operating revenues	$	401.3	$	411.6	$	1,165.5	$	1,284.1

Operating expenses
Cost of sales	102.9		116.4		347.5		461.6
Other operation and maintenance	115.2		107.2		331.1		320.5
Depreciation and amortization	59.7		57.5		178.0		168.7
Property and revenue taxes	11.7		11.8		35.2		35.7
Total operating expenses	289.5		292.9		891.8		986.5

Operating income	111.8		118.7		273.7		297.6

Other income, net	12.1		11.2		36.1		35.6
Interest expense	23.7		22.3		71.6		66.3
Other expense	(11.6)		(11.1)		(35.5)		(30.7)

Income before income taxes	100.2		107.6		238.2		266.9
Income tax expense	19.7		21.4		46.6		50.3
Net income	$	80.5	$	86.2	$	191.6	$	216.6

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


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WISCONSIN PUBLIC SERVICE CORPORATION


CONDENSED BALANCE SHEETS (Unaudited)
(in millions, except share and per share amounts)	September 30, 2024		December 31, 2023
Assets
Current assets
Cash and cash equivalents	$	3.1	$	1.4

Accounts receivable and unbilled revenues, net of reserves of $7.4 and $10.9, respectively	194.0		219.2
Accounts receivable from related parties	22.1		35.7
Materials, supplies, and inventories	161.9		171.1
Prepaid taxes	33.7		48.9
Other prepayments	5.7		6.5


Other	18.8		20.5
Current assets	439.3		503.3

Long-term assets
Property, plant, and equipment, net of accumulated depreciation and amortization of $2,154.2 and $2,033.4, respectively	6,028.4		5,801.4
Regulatory assets	458.0		360.6

Goodwill	36.4		36.4
Pension and OPEB assets	303.7		284.5
Other	45.6		44.9
Long-term assets	6,872.1		6,527.8
Total assets	$	7,311.4	$	7,031.1

Liabilities and Equity
Current liabilities
Short-term debt	$	249.9	$	310.3

Accounts payable	81.0		118.5
Accounts payable to related parties	53.5		57.6
Accrued payroll and benefits	25.5		23.6

Accrued interest	27.3		12.0


Customer credit balances	29.0		28.4
Other	18.5		29.6
Current liabilities	484.7		580.0

Long-term liabilities

Long-term debt	2,026.7		2,008.1
Deferred income taxes	972.1		924.4
Deferred ITCs	69.1		71.9
Regulatory liabilities	724.1		672.0
Environmental remediation liabilities	83.8		85.3

AROs	186.0		56.7
Other	84.4		79.0
Long-term liabilities	4,146.2		3,897.4

Commitments and contingencies (Note 19)


Common shareholder's equity
Common stock – $4 par value; 32,000,000 shares authorized; 23,896,962 shares issued and outstanding	95.6		95.6
Additional paid in capital	1,857.2		1,782.0
Retained earnings	727.7		676.1
Common shareholder's equity	2,680.5		2,553.7
Total liabilities and equity	$	7,311.4	$	7,031.1

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


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WISCONSIN PUBLIC SERVICE CORPORATION


CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)	Nine Months Ended
	September 30
(in millions)	2024		2023
Operating activities
Net income	$	191.6	$	216.6
Reconciliation to cash provided by operating activities
Depreciation and amortization	178.0		168.7
Deferred income taxes and ITCs, net	40.2		27.4

Change in –
Accounts receivable and unbilled revenues, net	39.5		74.5
Materials, supplies, and inventories	9.2		13.1
Prepaid taxes	15.2		23.3

Other current assets	5.3		10.1
Accounts payable	(57.7)		(61.9)
Accrued interest	15.3		15.3

Amounts refundable to customers	(6.9)		7.7


Other current liabilities	3.9		(1.9)
Other, net	22.2		8.1
Net cash provided by operating activities	455.8		501.0

Investing activities
Capital expenditures	(336.3)		(333.1)
Acquisition of Whitewater	—		(38.0)
Acquisition of Red Barn	—		(143.8)



Other, net	8.0		1.0
Net cash used in investing activities	(328.3)		(513.9)

Financing activities

Change in short-term debt	(60.4)		(63.9)
Payment of dividends to parent	(140.0)		(125.0)
Equity contribution from parent	75.0		165.0
Other, net	(0.4)		(0.2)
Net cash used in financing activities	(125.8)		(24.1)

Net change in cash, cash equivalents, and restricted cash	1.7		(37.0)
Cash, cash equivalents, and restricted cash at beginning of period	1.4		38.5
Cash, cash equivalents, and restricted cash at end of period	$	3.1	$	1.5

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


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WISCONSIN PUBLIC SERVICE CORPORATION


CONDENSED STATEMENTS OF EQUITY (Unaudited)

(in millions)	Common Stock		Additional Paid In Capital		Retained Earnings		Total Common Shareholder's Equity
Balance at December 31, 2023	$	95.6	$	1,782.0	$	676.1	$	2,553.7
Net income	—		—		67.4		67.4
Equity contribution from parent	—		20.0		—		20.0
Payment of dividends to parent	—		—		(80.0)		(80.0)
Stock-based compensation and other	—		0.2		—		0.2
Balance at March 31, 2024	$	95.6	$	1,802.2	$	663.5	$	2,561.3
Net income	—		—		43.7		43.7
Equity contribution from parent	—		55.0		—		55.0
Payment of dividends to parent	—		—		(30.0)		(30.0)

Balance at June 30, 2024	$	95.6	$	1,857.2	$	677.2	$	2,630.0
Net income	—		—		80.5		80.5
Payment of dividends to parent	—		—		(30.0)		(30.0)

Balance at September 30, 2024	$	95.6	$	1,857.2	$	727.7	$	2,680.5


(in millions)	Common Stock		Additional Paid In Capital		Retained Earnings		Total Common Shareholder's Equity
Balance at December 31, 2022	$	95.6	$	1,616.8	$	670.9	$	2,383.3
Net income	—		—		66.3		66.3
Equity contribution from parent	—		165.0		—		165.0
Payment of dividends to parent	—		—		(65.0)		(65.0)
Stock-based compensation and other	—		0.1		—		0.1
Balance at March 31, 2023	$	95.6	$	1,781.9	$	672.2	$	2,549.7
Net income	—		—		64.1		64.1
Payment of dividends to parent	—		—		(30.0)		(30.0)
Stock-based compensation and other	—		0.1		—		0.1
Balance at June 30, 2023	$	95.6	$	1,782.0	$	706.3	$	2,583.9
Net income	—		—		86.2		86.2
Payment of dividends to parent	—		—		(30.0)		(30.0)

Balance at September 30, 2023	$	95.6	$	1,782.0	$	762.5	$	2,640.1

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


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WISCONSIN PUBLIC SERVICE CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)

September 30, 2024

NOTE 1—GENERAL INFORMATION

Wisconsin Public Service Corporation serves approximately 469,000 electric customers and 346,000 natural gas customers.

As used in these notes, the term "financial statements" refers to the condensed 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 Public Service Corporation.

Investments in companies not controlled by us, but over which we have significant influence regarding the operating and financial policies of the investee, are accounted for using the equity method.

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 financial statements and footnotes in our Annual Report on Form 10-K for the year ended December 31, 2023. Financial results for an interim period may not give a true indication of results for the year. In particular, the results of operations for the three and nine months ended September 30, 2024, are not necessarily indicative of expected results for 2024 due to seasonal variations and other factors.

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

NOTE 2—ACQUISITIONS

In accordance with Topic 805: Clarifying the Definition of a Business (ASU 2017-01), transactions are evaluated and are accounted for as acquisitions of assets or businesses, and transaction costs are capitalized in asset acquisitions. It was determined that all of the below acquisitions met the criteria of asset acquisitions.

Acquisitions of Electric Generation Facilities in Wisconsin

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

In January 2023, we, along with WE, 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.


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NOTE 3—OPERATING REVENUES

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

Disaggregation of Operating Revenues

The following tables present our operating revenues disaggregated by revenue source 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 September 30				Nine Months Ended September 30
(in millions)	2024		2023		2024		2023
Wisconsin Public Service Corporation
Electric utility	$	358.6	$	370.1	$	945.7	$	1,009.9
Natural gas utility	42.0		40.9		219.0		272.3
Total revenues from contracts with customers	400.6		411.0		1,164.7		1,282.2
Other operating revenues	0.7		0.6		0.8		1.9
Total operating revenues	$	401.3	$	411.6	$	1,165.5	$	1,284.1

Revenues from Contracts with Customers

Electric Utility Operating Revenues

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


	Three Months Ended September 30				Nine Months Ended September 30
(in millions)	2024		2023		2024		2023
Residential	$	128.9	$	131.1	$	347.1	$	365.5
Small commercial and industrial	122.6		130.2		320.6		343.9
Large commercial and industrial	75.9		79.1		195.3		211.9
Other	2.1		2.1		6.4		6.5
Total retail revenues	329.5		342.5		869.4		927.8
Wholesale	15.9		21.2		44.5		63.8
Resale	9.8		4.4		22.4		14.7
Other utility revenues	3.4		2.0		9.4		3.6
Total electric utility operating revenues	$	358.6	$	370.1	$	945.7	$	1,009.9

Natural Gas Utility Operating Revenues

The following table disaggregates natural gas utility operating revenues into customer class:


	Three Months Ended September 30				Nine Months Ended September 30
(in millions)	2024		2023		2024		2023
Residential	$	21.0	$	21.2	$	128.2	$	167.9
Commercial and industrial	10.2		10.8		67.6		95.6
Total retail revenues	31.2		32.0		195.8		263.5
Transportation	4.6		4.4		16.4		16.2
Other utility revenues (1)	6.2		4.5		6.8		(7.4)
Total natural gas utility operating revenues	$	42.0	$	40.9	$	219.0	$	272.3

(1)Includes the revenues subject to our purchased gas recovery mechanism, which fluctuate based on actual natural gas costs incurred, compared with the recovery of natural gas costs that were anticipated in rates.


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Other Operating Revenues

Other operating revenues consist primarily of the following:


	Three Months Ended September 30				Nine Months Ended September 30
(in millions)	2024		2023		2024		2023
Late payment charges	$	0.7	$	0.8	$	2.6	$	3.1
Rental revenues	0.1		0.1		0.3		0.3
Alternative revenues (1)	(0.1)		(0.3)		(2.1)		(1.5)
Total other operating revenues	$	0.7	$	0.6	$	0.8	$	1.9

(1)Negative amounts can result from alternative revenues being reversed to revenues from contracts with customers as the customer is billed for these alternative revenues. Negative amounts can also result from revenues to be refunded to wholesale customers subject to true-ups. For more information about our alternative revenues, see Note 1(d), Operating Revenues, in our 2023 Annual Report on Form 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 September 30, 2024 and December 31, 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)	September 30, 2024			December 31, 2023
Accounts receivable and unbilled revenues	$	201.4		$	230.1
Allowance for credit losses	7.4			10.9
Accounts receivable and unbilled revenues, net (1)	$	194.0		$	219.2

Total accounts receivable, net – past due greater than 90 days (1)	$	6.8		$	8.3
Past due greater than 90 days – collection risk mitigated by regulatory mechanisms (1)	94.3		%	93.4		%

(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 September 30, 2024, $81.3 million, or 41.9%, of our net accounts receivable and unbilled revenues balance had regulatory protections in place to mitigate the exposure to credit losses.


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A rollforward of the allowance for credit losses is included below:


	Three Months Ended September 30
(in millions)	2024		2023
Balance at July 1	$	8.3	$	10.6
Provision for credit losses	1.9		1.9
Provision for credit losses deferred for future recovery or refund	(0.4)		(0.3)
Write-offs charged against the allowance	(3.3)		(3.3)
Recoveries of amounts previously written off	0.9		0.7
Balance at September 30	$	7.4	$	9.6


	Nine Months Ended September 30
(in millions)	2024		2023
Balance at January 1	$	10.9	$	11.7
Provision for credit losses	5.5		3.4
Provision for credit losses deferred for future recovery or refund	(1.2)		0.2
Write-offs charged against the allowance	(11.4)		(9.7)
Recoveries of amounts previously written off	3.6		4.0
Balance at September 30	$	7.4	$	9.6

There was a $3.5 million decrease in the allowance for credit losses at September 30, 2024, compared to January 1, 2024, largely driven by customer write-offs related to the winter moratorium months ending. After a customer is disconnected for a period of time without payment on their account, we will write off that customer balance. The winter moratorium begins on November 1 and ends on April 15. Also contributing to the decrease in the allowance for credit losses, we have seen lower required reserve percentages as a result of an improvement in loss rates. We also believe that the lower energy costs that customers were seeing, which were driven by warmer than normal weather conditions in the first half of 2024 and low average natural gas prices, contributed to a reduction in past due accounts receivable balances and a related decrease in the allowance for credit losses.

NOTE 5—REGULATORY ASSETS AND LIABILITIES

The following regulatory assets and liabilities were reflected on our balance sheets at September 30, 2024 and December 31, 2023. For more information on our regulatory assets and liabilities, see Note 6, Regulatory Assets and Liabilities, in our 2023 Annual Report on Form 10-K.


(in millions)	September 30, 2024		December 31, 2023
Regulatory assets
Plant retirement related items (1)	$	136.3	$	38.4
Environmental remediation costs	117.9		121.5
Pension and OPEB costs	63.8		62.0
Income tax related items	55.5		57.2
AROs	22.3		18.8
Bluewater Natural Gas Holding, LLC	13.0		11.9
ReACT™	8.4		10.4
Uncollectible expense	8.2		8.9
Derivatives	4.4		12.5
Other, net	28.2		19.0
Total regulatory assets	$	458.0	$	360.6

(1) At September 30, 2024, plant retirement related items included $94.5 million of capitalized retirement costs related to the new EPA CCR Rule that was enacted in April 2024. See Note 19, Commitments and Contingencies, for more information.


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(in millions)	September 30, 2024		December 31, 2023
Regulatory liabilities
Income tax related items	$	324.0	$	331.4
Removal costs	204.4		191.2
Pension and OPEB benefits	87.9		85.3
Energy costs refundable through rate adjustments	71.9		36.3
Derivatives	6.8		4.1
Other, net	30.7		32.2
Total regulatory liabilities	$	725.7	$	680.5

Balance sheet presentation
Other current liabilities	$	1.6	$	8.5
Regulatory liabilities	724.1		672.0
Total regulatory liabilities	$	725.7	$	680.5

NOTE 6—PROPERTY, PLANT, AND EQUIPMENT

Plant to be Retired

Columbia Units 1 and 2

As a result of a MISO ruling received in June 2021, retirement of the jointly-owned Columbia Units 1 and 2 became probable. The total net book value of our ownership share of Columbia Units 1 and 2 was $252.7 million at September 30, 2024, which does not include deferred taxes. This 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—ASSET RETIREMENT OBLIGATIONS

We have recorded AROs primarily for asbestos abatement at certain generation facilities, office buildings, and service centers; the dismantling of solar and wind generation projects; the disposal of polychlorinated biphenyls-contaminated transformers; and the closure of CCR landfills at certain generation facilities. We establish regulatory assets and liabilities to record the differences between ongoing expense recognition under the ARO accounting rules and the ratemaking practices for retirement costs authorized by the PSCW.

The following table shows changes to our AROs:


(in millions)	2024			2023
Balance at January 1	$	56.7		$	55.1
Accretion	3.1			1.5
Additions	131.4		(1)	2.2		(2)

Liabilities settled	(5.2)			(3.3)
Balance at September 30	$	186.0		$	55.5

(1) AROs increased primarily as a result of AROs being recorded related to the new EPA CCR Rule that was enacted in April 2024. See Note 19, Commitments and Contingencies, for more information.

(2) AROs increased primarily as a result of AROs being recorded for the legal requirement to dismantle, at retirement, the Red Barn wind-powered generation project. See Note 2, Acquisitions, for more information.

NOTE 8—COMMON EQUITY

Various financing arrangements and regulatory requirements impose certain restrictions on our ability to transfer funds to the sole holder of our common stock, Integrys, 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, Integrys, or their subsidiaries. See Note 11, Common Equity, in our 2023 Annual Report on Form 10-K for additional information on these and other restrictions.


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

NOTE 9—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)	September 30, 2024			December 31, 2023
Commercial paper
Amount outstanding	$	249.9		$	310.3
Weighted-average interest rate on amounts outstanding	4.95		%	5.41		%

Our average amount of commercial paper borrowings based on daily outstanding balances during the nine months ended September 30, 2024 was $267.9 million with a weighted-average interest rate during the period of 5.42%.

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)	Maturity	September 30, 2024
Revolving credit facility	September 2026	$	400.0

Less:
Letters of credit issued inside credit facility		$	1.3
Commercial paper outstanding		249.9
Available capacity under existing credit facility		$	148.8

NOTE 10—LEASES

In July 2024, we, along with WE, partnered with an unaffiliated utility to acquire and construct Koshkonong, a utility-scale solar-powered electric generating facility located in Dane County, Wisconsin. Commercial operation of the project is targeted at the end of 2026. Related to our investment in Koshkonong, we, WE, and our unaffiliated utility partner, entered into several land leases that commenced in the third quarter of 2024. Each lease has an initial construction term that ends upon achieving commercial operation, then automatically extends for 25 years with an option for an additional 25-year extension. We expect the optional extension to be exercised, and, as a result, these land leases are being amortized over the extended term of the leases. Once Koshkonong achieves commercial operation, the lease liability will be remeasured to reflect the final total acres being leased. We expect to recover the lease payments through rates.

Our total obligation under the land-related finance leases for Koshkonong was $17.0 million at September 30, 2024, and was included in long-term debt on our balance sheet. Our finance lease right of use asset related to Koshkonong was $16.7 million as of September 30, 2024, and was included in property, plant, and equipment on our balance sheet. Our weighted-average discount rate for the Koshkonong finance leases was 6.05%. We used an estimate of the fully collateralized incremental borrowing rate based upon information available for similarly rated companies in determining the present value of lease payments.


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Future minimum lease payments and the corresponding present value of our net minimum lease payments under the finance leases for Koshkonong as of September 30, 2024, were as follows:


(in millions)
Three Months Ended December 31, 2024	$	—
2025	0.3
2026	0.2
2027	0.9
2028	0.9
2029	0.9
Thereafter	71.7
Total minimum lease payments	74.9
Less: Interest	(57.9)
Present value of minimum lease payments	17.0
Less: Short-term lease liabilities	—
Long-term lease liabilities	$	17.0

NOTE 11—MATERIALS, SUPPLIES, AND INVENTORIES

Our inventories consisted of:


(in millions)	September 30, 2024		December 31, 2023
Materials and supplies	$	93.6	$	79.9
Fossil fuel	36.4		52.1
Natural gas in storage	31.9		39.1
Total	$	161.9	$	171.1

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


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NOTE 12—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 September 30, 2024				Three Months Ended September 30, 2023
(in millions)	Amount		Effective Tax Rate		Amount		Effective Tax Rate
Statutory federal income tax	$	21.0	21.0	%	$	22.6	21.0	%
State income taxes net of federal tax benefit	6.2		6.3	%	6.8		6.3	%
PTCs, net	(5.7)		(5.7)	%	(3.4)		(3.2)	%
Federal excess deferred tax amortization	(1.8)		(1.8)	%	(1.9)		(1.8)	%
ITCs	(1.1)		(1.2)	%	(1.3)		(1.2)	%
Federal excess deferred tax amortization – Wisconsin unprotected	—		—	%	(1.3)		(1.2)	%
Other, net	1.1		1.1	%	(0.1)		—	%
Total income tax expense	$	19.7	19.7	%	$	21.4	19.9	%

	Nine Months Ended September 30, 2024				Nine Months Ended September 30, 2023
(in millions)	Amount		Effective Tax Rate		Amount		Effective Tax Rate
Statutory federal income tax	$	50.0	21.0	%	$	56.1	21.0	%
State income taxes net of federal tax benefit	14.8		6.2	%	16.8		6.3	%
PTCs, net	(12.8)		(5.4)	%	(11.0)		(4.1)	%
Federal excess deferred tax amortization	(4.4)		(1.9)	%	(4.8)		(1.8)	%
ITCs	(2.8)		(1.2)	%	(3.2)		(1.2)	%
Federal excess deferred tax amortization – Wisconsin unprotected	—		—	%	(3.2)		(1.2)	%
Other, net	1.8		0.9	%	(0.4)		(0.2)	%
Total income tax expense	$	46.6	19.6	%	$	50.3	18.8	%

The effective tax rates for the three and nine months ended September 30, 2024 and 2023, differ from the United States statutory federal income tax rate of 21%, primarily due to PTCs and the impact of the protected deferred tax benefits associated with the Tax Legislation, as discussed in more detail below. These items were substantially 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 lines above). See Note 23, Regulatory Environment, in our 2023 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 and May 2024, under this transferability provision, WEC Energy Group entered into agreements to sell substantially all of the PTCs we generated in 2023 and substantially all of the PTCs expected to be generated in 2024 to third parties. 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 adopted the safe harbor method of accounting on our 2023 tax return. This change did not have a material impact to our financial statements.

NOTE 13—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).


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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.

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:


	September 30, 2024
(in millions)	Level 1		Level 2		Level 3		Total
Derivative assets
Natural gas contracts	$	1.2	$	2.3	$	—	$	3.5
FTRs	—		—		3.6		3.6

Total derivative assets	$	1.2	$	2.3	$	3.6	$	7.1

Derivative liabilities
Natural gas contracts	$	3.0	$	0.6	$	—	$	3.6


	December 31, 2023
(in millions)	Level 1		Level 2		Level 3		Total
Derivative assets
Natural gas contracts	$	0.6	$	1.3	$	—	$	1.9
FTRs	—		—		2.0		2.0
Coal contracts	—		0.3		—		0.3
Total derivative assets	$	0.6	$	1.6	$	2.0	$	4.2

Derivative liabilities
Natural gas contracts	$	7.4	$	0.5	$	—	$	7.9
Coal contracts	—		1.0		—		1.0
Total derivative liabilities	$	7.4	$	1.5	$	—	$	8.9

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.


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The following table summarizes the changes to derivatives classified as Level 3 in the fair value hierarchy:


	Three Months Ended September 30				Nine Months Ended September 30
(in millions)	2024		2023		2024		2023
Balance at the beginning of the period	$	6.8	$	5.7	$	2.0	$	4.1
Purchases	—		—		8.2		6.3
Settlements	(3.2)		(1.8)		(6.6)		(6.5)
Balance at the end of the period	$	3.6	$	3.9	$	3.6	$	3.9

Fair Value of Financial Instruments

The following table shows the financial instruments included on our balance sheets that were not recorded at fair value:


	September 30, 2024				December 31, 2023
(in millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Long-term debt (1)	$	1,960.1	$	1,694.2	$	1,959.1	$	1,662.8

(1)The carrying amount of long-term debt excludes finance lease obligations of $66.6 million and $49.0 million at September 30, 2024 and December 31, 2023, respectively.

The fair value of our long-term debt is categorized within Level 2 of the fair value hierarchy.

NOTE 14—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 are included in the other current and other long-term line 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.


	September 30, 2024				December 31, 2023
(in millions)	Derivative Assets		Derivative Liabilities		Derivative Assets		Derivative Liabilities
Current
Natural gas contracts	$	3.3	$	3.3	$	1.9	$	7.4
FTRs	3.6		—		2.0		—
Coal contracts	—		—		0.3		0.7
Total current	6.9		3.3		4.2		8.1

Long-term
Natural gas contracts	0.2		0.3		—		0.5
Coal contracts	—		—		—		0.3
Total long-term	0.2		0.3		—		0.8
Total	$	7.1	$	3.6	$	4.2	$	8.9


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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 September 30, 2024			Three Months Ended September 30, 2023
(in millions)	Volumes	Gains (Losses)		Volumes	Gains (Losses)
Natural gas contracts	8.0 Dth	$	(3.7)	7.4 Dth	$	(11.4)
FTRs	2.4 MWh	1.1		2.2 MWh	8.1
Total		$	(2.6)		$	(3.3)

	Nine Months Ended September 30, 2024			Nine Months Ended September 30, 2023
(in millions)	Volumes	Gains (Losses)		Volumes	Gains (Losses)
Natural gas contracts	32.1 Dth	$	(16.6)	29.0 Dth	$	(40.2)
FTRs	6.6 MWh	1.4		6.4 MWh	10.8
Total		$	(15.2)		$	(29.4)

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 September 30, 2024 and December 31, 2023, we had posted cash collateral of $11.7 million and $15.9 million, respectively. These amounts were recorded on our balance sheets in other current assets. At September 30, 2024, we had also received cash collateral of $0.5 million. This amount was recorded on our balance sheet in other current liabilities.

The following table shows derivative assets and derivative liabilities if derivative instruments by counterparty were presented net on our balance sheets:


	September 30, 2024					December 31, 2023
(in millions)	Derivative Assets		Derivative Liabilities			Derivative Assets		Derivative Liabilities
Gross amount recognized on the balance sheet	$	7.1	$	3.6		$	4.2	$	8.9
Gross amount not offset on the balance sheet	(1.1)		(3.0)		(1)	(0.6)		(7.5)		(2)
Net amount	$	6.0	$	0.6		$	3.6	$	1.4

(1) Includes cash collateral posted of $1.9 million.

(2) Includes cash collateral posted of $6.9 million.

NOTE 15—GUARANTEES

As of September 30, 2024, we had $20.6 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 16—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 September 30				Nine Months Ended September 30
(in millions)	2024		2023		2024		2023
Service cost	$	1.2	$	1.2	$	3.7	$	3.6
Interest cost	7.3		7.5		22.0		22.6
Expected return on plan assets	(12.8)		(12.8)		(38.3)		(38.5)

Amortization of net actuarial loss	4.4		4.3		13.0		13.0
Net periodic benefit cost	$	0.1	$	0.2	$	0.4	$	0.7


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	OPEB Benefits
	Three Months Ended September 30				Nine Months Ended September 30
(in millions)	2024		2023		2024		2023
Service cost	$	0.8	$	0.6	$	2.3	$	2.0
Interest cost	1.6		1.5		4.9		4.6
Expected return on plan assets	(4.3)		(4.0)		(13.0)		(12.2)
Amortization of prior service credit	(2.5)		(2.5)		(7.6)		(7.6)
Amortization of net actuarial loss	0.6		0.3		1.8		0.8
Net periodic benefit credit	$	(3.8)	$	(4.1)	$	(11.6)	$	(12.4)

During the nine months ended September 30, 2024, we made contributions and payments of $0.5 million related to our pension plans and $0.6 million related to our OPEB plans. We expect to make contributions and payments of $0.1 million related to our pension plans and $0.2 million related to our OPEB plans during the remainder of 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 September 30, 2024, we recorded an $11.4 million regulatory asset for pension costs and a $12.6 million regulatory asset for OPEB costs. The above tables do not reflect any adjustments for the creation of these regulatory assets.

NOTE 17—GOODWILL AND INTANGIBLE ASSETS

Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the identifiable net assets acquired. We had no changes to the carrying amount of goodwill during the nine months ended September 30, 2024. We had no accumulated impairment losses related to our goodwill as of September 30, 2024.

During the third quarter of 2024, we completed our annual impairment test for goodwill we carried as of July 1, 2024. No impairment resulted from this test.

Intangible Assets

At both September 30, 2024 and December 31, 2023, we had $5.3 million of indefinite-lived intangible assets, consisting of spectrum frequencies. The spectrum frequencies enable us to transmit data and voice communications over a wavelength dedicated to us throughout our service territory. These indefinite-lived intangible assets are included in other long-term assets on our balance sheets.

NOTE 18—SEGMENT INFORMATION

We use net income to measure segment profitability and to allocate resources to our businesses. At September 30, 2024, we reported two segments, which are described below.

Our utility segment includes our electric and natural gas utility operations, which serve customers in northeastern and central Wisconsin. Our electric utility operations are engaged in the generation, distribution, and sale of electricity. 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.

Our other segment primarily consists of equity earnings from our investment in Wisconsin River Power Company.


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All of our operations and assets are located within the United States. The following tables show summarized financial information for the three and nine months ended September 30, 2024 and 2023, related to our reportable segments:


(in millions)	Utility		Other		Wisconsin Public Service Corporation
Three months ended September 30, 2024
Operating revenues	$	401.3	$	—	$	401.3
Other operation and maintenance	115.2		—		115.2
Depreciation and amortization	59.7		—		59.7
Other income, net	11.7		0.4		12.1
Interest expense	23.7		—		23.7
Income tax expense	19.6		0.1		19.7
Net income	80.2		0.3		80.5

(in millions)	Utility		Other		Wisconsin Public Service Corporation
Three months ended September 30, 2023
Operating revenues	$	411.6	$	—	$	411.6
Other operation and maintenance	107.2		—		107.2
Depreciation and amortization	57.5		—		57.5
Other income, net	10.7		0.5		11.2
Interest expense	22.3		—		22.3
Income tax expense	21.3		0.1		21.4
Net income	85.8		0.4		86.2

(in millions)	Utility		Other		Wisconsin Public Service Corporation
Nine months ended September 30, 2024
Operating revenues	$	1,165.5	$	—	$	1,165.5
Other operation and maintenance	331.1		—		331.1
Depreciation and amortization	178.0		—		178.0
Other income, net	34.5		1.6		36.1
Interest expense	71.6		—		71.6
Income tax expense	46.2		0.4		46.6
Net income	190.4		1.2		191.6

(in millions)	Utility		Other		Wisconsin Public Service Corporation
Nine months ended September 30, 2023
Operating revenues	$	1,284.1	$	—	$	1,284.1
Other operation and maintenance	320.5		—		320.5
Depreciation and amortization	168.7		—		168.7
Other income, net	33.8		1.8		35.6
Interest expense	66.3		—		66.3
Income tax expense	49.9		0.4		50.3
Net income	215.2		1.4		216.6

NOTE 19—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


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commitments for various quantities and lengths of time. Our minimum future commitments related to these purchase obligations as of September 30, 2024, were approximately $1.1 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.

Air Quality

Cross State Air Pollution Rule – Good Neighbor Rule

In March 2023, the EPA issued its final Good Neighbor Rule, which became effective in August 2023 and requires significant reductions in ozone-forming emissions of NOx from power plants and industrial facilities. After review of the final rule, we are well positioned to meet the requirements.

Our RICE units 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 not 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.

In February 2024, the Supreme Court heard oral arguments regarding stay applications related to the EPA's Good Neighbor Rule. In June 2024, the Supreme Court granted a stay of the Good Neighbor Rule pending disposition of the applicants' petitions for review at the D.C. Circuit Court of Appeals. We will continue to monitor this case as arguments at the D.C. Circuit Court of Appeals move forward.

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. In May 2024, the EPA published a final rule in the Federal Register lowering the PM limit from 0.03 lb/MMBtu to 0.01 lb/MMBtu. After review of the final rule, we believe we are well positioned to meet its requirements.

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 reconsideration of the 2015 standard. The EPA staff initially issued a draft Policy Assessment in March 2023 that also supported the reconsideration; however, in August 2023, the EPA announced that it was instead restarting its ozone standard evaluation. The EPA has indicated it plans to release its Integrated Review Plan in fall 2024. This new review is anticipated to 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.

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,


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while retaining the 24-hour standard of 35 µg/m3. In February 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. A designation of nonattainment status could impact future permitting activities for facilities in applicable locations, including the potential need for improved or new air pollution control equipment. With our planned transition from coal-fired plants to natural gas-fired plants and renewable generating facilities, we do not expect this new standard to have a material impact on our units.

Climate Change

In May 2023, the EPA proposed GHG performance standards for fossil-fired steam generating and natural gas combustion units and also proposed to repeal the Affordable Clean Energy rule, which had replaced the Clean Power Plan. The final rule, known as the Greenhouse Gas Power Plant Rule, was published in May 2024. Pursuant to the final rule, there are no applicable standards for coal plants until the end of 2031 and after 2031, the applicable standard is dependent upon the unit's retirement date. Coal-fired units that are planned to refuel to natural gas-fired units must convert to natural gas and no longer retain the capability to burn coal by the end of 2029. For new combined cycle natural gas plants above a 40% capacity factor, the rule is dependent upon the implementation of carbon capture by the end of 2031. For new simple cycle natural gas-fired combustion turbines, there are no applicable limits as long as the capacity factor is less than 20%. Our new Weston RICE units are not affected under the rule because the rule excludes RICE units that are less than 25 MWs. Numerous parties have challenged the Greenhouse Gas Power Plant Rule through litigation pending in the D.C. Circuit Court of Appeals.

In March 2024, the EPA announced it had removed regulations on existing natural gas combustion turbines from the rule. The EPA indicated that it intends to draft a new rule for existing natural gas-fired units and opened a non-regulatory docket for this new rulemaking. The EPA has stated it anticipates a proposed rule by the end of 2024.

In April 2024, the EPA issued its final Mandatory Greenhouse Gas Reporting Rule, 40 Code of Federal Regulations Part 98, which includes updates to the global warming potentials to determine CO2 equivalency for threshold reporting and the addition of a new section regarding energy consumption. The revisions will impact the reporting required for our electric generation facilities, LDCs, and underground natural gas storage facilities. In May 2024, the EPA also issued its final rule to amend reporting requirements for petroleum and natural gas systems. Under the final rule, new leak emission factors and reporting requirements for large release events will impact the reporting required for our LDCs and underground natural gas storage facilities.

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 400 MWs of fossil-fueled generation since the beginning of 2018. WEC Energy Group expects to retire approximately 1,200 MWs of additional fossil-fueled generation by the end of 2031, which includes the planned retirement of the jointly-owned Columbia Units 1 and 2 and the planned retirement of Weston Unit 3. See Note 6, Property, Plant, and Equipment, for more information related to the planned retirement of Columbia Units 1 and 2. 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 continuing 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 to 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 continuous operational improvements and equipment upgrades, as well as the use of RNG throughout its natural gas utility distribution systems. In addition, subject to regulatory approval, WEC Energy Group may procure RTCs.

Water Quality

Clean Water Act Cooling Water Intake Structure Rule

Section 316(b) of the CWA 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.


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Effective 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 received a final BTA determination for Weston Units 3 and 4. The WDNR reissued the Weston WPDES permit in June 2024 (effective July 1, 2024) that includes a determination that existing technology (wet cooling towers) installed at the units represents BTA for minimizing adverse environmental impacts in accordance with the requirements in the CWA.

Steam Electric Effluent Limitation Guidelines

The EPA's 2015 final ELG rule, which took effect in January 2016 (2015 ELG rule), was modified in 2020 (2020 ELG rule), and again in 2024 with the May 2024 publication of the Supplemental ELG Rule. These rules establish federal technology-based requirements for several types of power plant wastewaters. The two requirements that affect our facilities relate to discharge limits for BATW and CRL (landfill leachate). Although our coal-fueled facilities were constructed with advanced wastewater treatment technologies that meet many of the discharge limits established by the 2015 rule, facility modifications were still necessary at Weston to meet all of the 2015 ELG requirements and the additional ones established by the 2020 ELG rule. Through 2023, compliance costs associated with the 2015 and 2020 ELG rules required $8 million in capital investment.

The 2024 Supplemental ELG rule established zero discharge requirements for BATW and CRL wastewaters at coal-fueled units with no planned retirement date. The Supplemental ELG Rule also kept one existing and created one new “permanent cessation of coal” subcategory. Those electing to cease coal combustion by either retiring or repowering a unit by December 31, 2028 or December 31, 2034 can limit ELG-related capital investments to what was required by either the 2015 or the 2020 ELG Rule, respectively. For units where cessation of coal is planned to occur no later than December 31, 2034, facility owners must complete all 2020 ELG rule required capital investments by December 31, 2025. All of our coal-fueled units fully meet the 2020 ELG rule requirements. Based on current electrical generation resource planning, we plan to file a Notice of Planned Participation by December 31, 2025 to opt into the "cessation of coal by December 31, 2034" subcategory for the Weston coal-fueled facilities.

The final Supplemental ELG Rule allows owners of coal-fueled units who opted into a cessation of coal subcategory to operate beyond the end of 2028 or 2034, required by either the 2015 or the 2020 ELG Rule, respectively, if needed for reliability concerns (i.e., energy emergencies, reliability must run agreements, etc.) as determined by the United States Department of Energy, a public utility commission, or independent system operator.

We are still evaluating the Supplemental ELG Rule CRL provisions to determine the applicability and potential compliance costs for inactive/closed landfills. Numerous parties have challenged the rule through litigation pending in the U.S. Court of Appeals for the 8th Circuit.

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, some of which are in the EPA Superfund Alternative Approach Program. 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.

In addition, we are coordinating the investigation and cleanup of some of these sites subject to the jurisdiction of the EPA under what is called a "multisite" program. This program involves prioritizing the work to be done at the sites, preparation and approval of documents common to all of the sites, and use of a consistent approach in selecting remedies. At this time, we cannot estimate future remediation costs associated with these sites beyond those described below.

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 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.


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We have established the following regulatory assets and reserves for manufactured gas plant sites:


(in millions)	September 30, 2024		December 31, 2023
Regulatory assets	$	117.9	$	121.5
Reserves for future environmental remediation	83.8		85.3

Coal Combustion Residuals Rule

The EPA finalized a rule for CCR in April 2024 that would apply to landfills, historic fill sites, and projects where CCR was placed at a power plant site. The rule will regulate previously exempt closed landfills.

We expect the final rule, which will become effective in November 2024, to have an impact on some of our coal ash landfills, requiring additional remediation that is not currently required under the state programs. The rule is being challenged through litigation pending in the D.C. Circuit Court of Appeals. We expect the cost of the additional remediation would be recovered through future rates. See Note 7, Asset Retirement Obligations, for more information on the estimated cost of the additional remediation.

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.

Consent Decrees

Weston and Pulliam Power Plants

In November 2009, the EPA issued an NOV to us, which alleged violations of the CAA's New Source Review requirements relating to certain projects completed at the Weston and Pulliam power plants from 1994 to 2009. We entered into a Consent Decree with the EPA resolving this NOV. This Consent Decree was entered by the United States District Court for the Eastern District of Wisconsin in March 2013. With the retirement of Pulliam Units 7 and 8 in October 2018, we completed the mitigation projects required by the Consent Decree and received a completeness letter from the EPA in October 2018. We continue to work with the EPA on a closeout process for the Consent Decree.

Joint Ownership Power Plants – Columbia and Edgewater

In December 2009, the EPA issued an NOV to WPL, the operator of the Columbia and Edgewater plants, and the other joint owners of these plants, including MG&E, WE (former co-owner of an Edgewater unit), and us. The NOV alleged violations of the CAA's New Source Review requirements related to certain projects completed at those plants. We, along with WPL, MG&E, and WE, entered into a Consent Decree with the EPA resolving this NOV. This Consent Decree was entered by the United States District Court for the Western District of Wisconsin in June 2013. As a result of the continued implementation of the Consent Decree related to the jointly owned Columbia and Edgewater plants, the Edgewater 4 generating unit was retired in September 2018. WPL started the process to close out this Consent Decree.


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NOTE 20—SUPPLEMENTAL CASH FLOW INFORMATION

Non-Cash Transactions


	Nine Months Ended September 30
(in millions)	2024		2023
Cash paid for interest, net of amount capitalized	$	55.1	$	49.8
Cash paid for income taxes, net (1)	5.1		8.3
Significant non-cash investing and financing transactions:
Accounts payable related to construction costs	33.3		28.4
Payable for the transfer of assets from WE	—		2.4

(1) Cash paid for income taxes in 2024 was net of $18.0 million related to 2023 and 2024 PTCs that were sold to third parties.

Restricted Cash

The statements of cash flows include our activity related to cash, cash equivalents, and restricted cash. We did not have any restricted cash at September 30, 2024 or December 31, 2023.

NOTE 21—REGULATORY ENVIRONMENT

2025 and 2026 Rate Case

On April 12, 2024, we filed a request with the PSCW to increase our retail electric and natural gas rates, effective January 1, 2025 and January 1, 2026. The request reflected the following:


Proposed 2025 rate increase
Electric	$	110.1	million	/	8.5%
Gas	$	26.8	million	/	6.8%
Proposed 2026 rate increase (1)
Electric	$	64.3	million	/	4.5%
Gas	$	16.1	million	/	3.7%
Proposed ROE	10.0%
Proposed common equity component average on a financial basis	53.5%

(1) The 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, 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 1, 2025 and 2026.


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NOTE 22—NEW ACCOUNTING PRONOUNCEMENTS

Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments require additional disclosures, primarily related to income taxes paid and the rate reconciliation table. The amendments require disclosures on specific categories in the rate reconciliation table, as well as additional information for reconciling items that meet a quantitative threshold. For income taxes paid, additional disclosures are required to disaggregate federal, state, and foreign income taxes paid, with additional disclosures for income taxes paid that meet a quantitative threshold. The amendments are effective for annual periods beginning after December 15, 2024, with early adoption permitted. We plan to adopt these amendments beginning with our fiscal year ending on December 31, 2025, and are currently evaluating the impact this guidance may have on our financial statements and related disclosures.

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.


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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 2023 Annual Report on Form 10-K.

Introduction

We are an electric and natural gas utility and an indirect wholly owned subsidiary of WEC Energy Group. We derive revenues primarily 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 18, 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 in renewables and clean natural gas generation should better balance supply with demand, while maintaining reliable, affordable energy for our customers.

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 continuing 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 to be net carbon neutral by 2050.

As part of the path toward these goals, we plan to co-fire with natural gas at Weston Unit 4. By the end of 2030, WEC Energy Group expects to use coal as a backup fuel only, and believes it will be in a position to eliminate coal as an energy source by the end of 2032.

WEC Energy Group already has retired nearly 2,500 MWs of fossil-fueled generation since the beginning of 2018, which includes the 2018 retirements of the Pulliam power plant and the jointly-owned Edgewater Unit 4 generating unit. WEC Energy Group expects to retire approximately 1,200 MWs of additional fossil-fueled generation by the end of 2031, which includes the planned retirement of the jointly-owned Columbia Units 1 and 2 and the planned retirement of Weston Unit 3. See Note 6, Property, Plant, and Equipment, for more information related to the planned retirement of Columbia Units 1 and 2.

In addition to retiring these older, fossil-fueled plants, WEC Energy Group expects to invest approximately $9.1 billion from 2025-2029 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 WE based on specific customer needs:

•2,900 MWs of utility-scale solar;

•900 MWs of wind; and

•565 MWs of battery storage.


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WEC Energy Group also plans on investing in a combination of clean, natural gas-fired generation.

For more details on the projects discussed above, see Liquidity and Capital Resources – Cash Requirements – Significant Capital Projects.

In July 2023, the PSCW approved the Renewable Pathway Pilot. 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 40 MWs.

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 our RNG pilot and in 2023, we began transporting the output of local dairy farms onto our natural gas distribution systems. The RNG supplied is expected to directly replace higher-emission methane from natural gas that would have entered our pipes. In addition, subject to regulatory approval, WEC Energy Group may procure RTCs.

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.

The construction of additional LNG facilities in Wisconsin has been proposed as part of the 2025-2029 capital plan, which includes us. The facilities would provide approximately four Bcf of natural gas supply (of which our portion is expected to be approximately two Bcf) and are expected to reduce the likelihood of constraints to WEC Energy Group's natural gas distribution system during the highest demand days of winter.

We continue to upgrade our electric and natural gas distribution systems to enhance reliability and system hardening. WEC Energy Group expects to spend approximately $4.5 billion from 2025 to 2029 on reliability related projects at its regulated utilities, which includes us, with continued investment over the next decade.

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.

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


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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 acquisitions of Whitewater and Red Barn.

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.

RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 2024

Earnings

Our earnings for the third quarter of 2024 were $80.5 million, compared with $86.2 million for the same quarter in 2023. See below for information on the $5.7 million decrease in earnings.

Non-GAAP Financial Measures

The discussion below addresses the contribution of our utility segment to net income. The discussion includes financial information prepared in accordance with GAAP, as well as utility margin, which is not a measure of financial performance under GAAP. Utility margin (operating revenues less fuel and purchased power costs and cost of natural gas sold) is a non-GAAP financial measure because it excludes certain operation and maintenance expenses applicable to revenues, as well as depreciation and amortization and property and revenue taxes.


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excludes the majority of revenue fluctuations caused by changes in these expenses. Similarly, the presentation of utility margin herein is intended to provide supplemental information for investors regarding our operating performance.

Our utility margin may not be comparable to similar measures presented by other companies. Furthermore, this measure is not intended to replace gross margin as determined in accordance with GAAP as an indicator of operating performance. Our utility segment discussion below includes a table that provides the calculation of both gross margin as determined in accordance with GAAP and utility margin, as well as a reconciliation between the two measures.

Utility Segment Contribution to Net Income

The following table compares our utility segment's contribution to net income for the third quarter of 2024, with the same quarter in 2023, including favorable or better, "B", and unfavorable or worse, "W", variances.


	Three Months Ended September 30
(in millions)	2024		2023		B (W)
Operating revenues	$	401.3	$	411.6	$	(10.3)

Operating expenses
Cost of sales (1)	102.9		116.4		13.5
Other operation and maintenance	115.2		107.2		(8.0)
Depreciation and amortization	59.7		57.5		(2.2)
Property and revenue taxes	11.7		11.8		0.1
Operating income	111.8		118.7		(6.9)

Other income, net	11.7		10.7		1.0
Interest expense	23.7		22.3		(1.4)
Income before income taxes	99.8		107.1		(7.3)

Income tax expense	19.6		21.3		1.7
Net income	$	80.2	$	85.8	$	(5.6)

(1) Cost of sales includes fuel and purchased power and cost of natural gas sold.

The following table shows a breakdown of other operation and maintenance:


	Three Months Ended September 30
(in millions)	2024		2023		B (W)
Operation and maintenance not included in line items below	$	57.6	$	50.4	$	(7.2)
Transmission (1)	40.7		40.6		(0.1)
Regulatory amortizations and other pass through expenses (2)	17.5		16.9		(0.6)
Earnings sharing mechanism	(0.6)		(0.7)		(0.1)
Total other operation and maintenance	$	115.2	$	107.2	$	(8.0)

(1)Represents transmission expense that we are authorized to collect in rates. The PSCW has approved escrow accounting for ATC 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 third quarter of 2024 and 2023, $45.3 million and $41.0 million, respectively, of costs were billed to us by transmission providers.

(2)Regulatory amortizations and other pass through expenses are substantially offset in margins and therefore do not have a significant impact on net income.


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The following tables provide information on delivered sales volumes by customer class and weather statistics:


	Three Months Ended September 30
	MWh (in thousands)
Electric Sales Volumes	2024	2023	B (W)
Customer class
Residential	847.2	826.7	20.5
Small commercial and industrial	1,117.3	1,110.0	7.3
Large commercial and industrial	992.2	1,001.5	(9.3)
Other	4.6	4.9	(0.3)
Total retail	2,961.3	2,943.1	18.2
Wholesale	294.9	350.3	(55.4)
Resale	257.7	183.4	74.3
Total sales in MWh	3,513.9	3,476.8	37.1


	Three Months Ended September 30
	Therms (in millions)
Natural Gas Sales Volumes	2024	2023	B (W)
Customer class
Residential	13.1	13.3	(0.2)
Commercial and industrial	19.8	17.9	1.9
Total retail	32.9	31.2	1.7
Transportation	96.5	94.7	1.8
Total sales in therms	129.4	125.9	3.5


	Three Months Ended September 30
	Degree Days
Weather (1)	2024	2023	B (W)
Heating (173 Normal)	54	108	(50.0)	%
Cooling (394 Normal)	452	391	15.6	%

(1)Normal degree days are based on a 20-year moving average of monthly temperatures from the Green Bay, Wisconsin weather station.


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Gross Margin GAAP and Utility Margin Non-GAAP

The following table summarizes our utility segment gross margin (GAAP) and reconciles gross margin (GAAP) to utility margin (non-GAAP). See Non-GAAP Financial Measures above for additional information regarding gross margin (GAAP) and utility margin (non-GAAP).


	Three Months Ended September 30
(in millions)	2024		2023		B (W)
Electric revenues	$	359.1	$	370.5	$	(11.4)
Natural gas revenues	42.2		41.1		1.1
Operating revenues	401.3		411.6		(10.3)

Operating expenses
Fuel and purchased power	(87.2)		(99.9)		12.7
Cost of natural gas sold	(15.7)		(16.5)		0.8
Other operation and maintenance (1)	(74.9)		(74.0)		(0.9)
Depreciation and amortization	(59.7)		(57.5)		(2.2)
Property and revenue taxes	(11.7)		(11.8)		0.1
Gross margin (GAAP)	152.1		151.9		0.2

Other operation and maintenance (1)	74.9		74.0		0.9
Depreciation and amortization	59.7		57.5		2.2
Property and revenue taxes	11.7		11.8		(0.1)
Utility margin (non-GAAP)	$	298.4	$	295.2	$	3.2

(1) Operating and maintenance expenses deemed to be directly attributable to our revenue-producing activities include plant operating and maintenance expenses related to our generating units; and transmission, distribution and customer service expenses. These expenses are included in the above table to calculate gross margin as defined under GAAP.

Gross margin (GAAP) at the utility segment increased $0.2 million during the third quarter of 2024, compared with the same quarter in 2023, and utility margin (non-GAAP) increased $3.2 million during the third quarter of 2024, compared with the same quarter in 2023. Both measures were driven by:

•A $2.4 million increase in margins driven by the amortization of unprotected excess deferred tax benefits during the third quarter of 2023, which we agreed to return to customers in our previously approved rate orders from the PSCW. This increase in margins is offset in income taxes.

•A $1.3 million increase in margins related to higher electric and natural gas retail sales volumes, including the impact of warmer summer weather during the third quarter of 2024, compared with the same quarter in 2023. As measured by cooling degree days, the third quarter of 2024 was 15.6% warmer than the same quarter in 2023.

This increase in margins was partially offset by a $1.7 million decrease in margins driven by a downward adjustment to contracted volumes with one wholesale customer, as well as the expiration of a contract with another wholesale customer in December 2023.

Additionally, the smaller increase in gross margin (GAAP) as compared with the decrease in utility margin (non-GAAP), was driven by a $2.2 million increase in depreciation and amortization expense that is further described in Other Operating Expenses below.

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

Other operating expenses at the utility segment increased $10.1 million during the third quarter of 2024, compared with the same quarter in 2023. The significant factors impacting the increase in other operating expenses were:

•A $3.1 million increase in expenses associated with legal claims.

•A $2.6 million increase in benefit costs, primarily driven by higher stock-based compensation and deferred compensation expense.


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•A $2.2 million increase in depreciation and amortization expense, driven by assets being placed into service as we continue to execute on our capital plan.

Interest Expense

Interest expense at the utility segment increased $1.4 million during the third quarter of 2024, compared with the same quarter in 2023, driven by increased average short-term debt balances and higher average short-term debt interest rates.

Income Tax Expense

Income tax expense at the utility segment decreased $1.7 million during the third quarter of 2024, compared with the same quarter in 2023, driven by a $2.3 million increase in PTCs and lower pre-tax income.

Other Segment Contribution to Net Income


	Three Months Ended September 30
(in millions)	2024		2023		B (W)
Net income	$	0.3	$	0.4	$	(0.1)

NINE MONTHS ENDED SEPTEMBER 30, 2024

Earnings

Our earnings for the nine months ended September 30, 2024 were $191.6 million, compared to $216.6 million for the same period in 2023. See below for information on the $25.0 million decrease in earnings.

Expected 2024 Annual Effective Tax Rate

We expect our 2024 annual effective tax rate to be between 18.5% and 19.5%. 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.

Non-GAAP Financial Measures

We believe that utility margin provides 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 utility margin internally when assessing the operating performance of our utility segment as this measure excludes the majority of revenue fluctuations caused by changes in these expenses. Similarly, the presentation of utility margin herein is intended to provide supplemental information for investors regarding our operating performance.


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Utility Segment Contribution to Net Income


	Nine Months Ended September 30
(in millions)	2024		2023		B (W)
Operating revenues	$	1,165.5	$	1,284.1	$	(118.6)

Operating expenses
Cost of sales (1)	347.5		461.6		114.1
Other operation and maintenance	331.1		320.5		(10.6)
Depreciation and amortization	178.0		168.7		(9.3)
Property and revenue taxes	35.2		35.7		0.5
Operating income	273.7		297.6		(23.9)

Other income, net	34.5		33.8		0.7
Interest expense	71.6		66.3		(5.3)
Income before income taxes	236.6		265.1		(28.5)

Income tax expense	46.2		49.9		3.7
Net income	$	190.4	$	215.2	$	(24.8)

(1) Cost of sales includes fuel and purchased power and cost of natural gas sold.

The following table shows a breakdown of other operation and maintenance:


	Nine Months Ended September 30
(in millions)	2024		2023		B (W)
Operation and maintenance not included in line items below	$	159.3	$	152.3	$	(7.0)
Transmission (1)	121.9		121.2		(0.7)
Regulatory amortizations and other pass through expenses (2)	51.8		48.9		(2.9)
Earnings sharing mechanism	(1.9)		(1.9)		—
Total other operation and maintenance	$	331.1	$	320.5	$	(10.6)

(1)Represents transmission expense that we are authorized to collect in rates. The PSCW has approved escrow accounting for ATC 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 nine months ended September 30, 2024 and 2023, $131.7 million and $120.0 million, respectively, of costs were billed to us by transmission providers.

(2)Regulatory amortizations and other pass through expenses are substantially offset in margins and therefore do not have a significant impact on net income.

The following tables provide information on delivered sales volumes by customer class and weather statistics:


	Nine Months Ended September 30
	MWh (in thousands)
Electric Sales Volumes	2024	2023	B (W)
Customer class
Residential	2,228.0	2,247.9	(19.9)
Small commercial and industrial	3,065.0	3,061.1	3.9
Large commercial and industrial	2,859.3	2,902.4	(43.1)
Other	15.3	16.1	(0.8)
Total retail	8,167.6	8,227.5	(59.9)
Wholesale	840.7	1,001.3	(160.6)
Resale	557.9	319.0	238.9
Total sales in MWh	9,566.2	9,547.8	18.4


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	Nine Months Ended September 30
	Therms (in millions)
Natural Gas Sales Volumes	2024	2023	B (W)
Customer Class
Residential	147.7	159.1	(11.4)
Commercial and industrial	114.8	127.6	(12.8)
Total retail	262.5	286.7	(24.2)
Transportation	345.7	346.3	(0.6)
Total sales in therms	608.2	633.0	(24.8)


	Nine Months Ended September 30
	Degree Days
Weather (1)	2024	2023	B (W)
Heating (4,786 Normal)	3,852	4,337	(11.2)	%
Cooling (547 Normal)	594	565	5.1	%

(1)Normal degree days are based on a 20-year moving average of monthly temperatures from the Green Bay, Wisconsin weather station.

Gross Margin GAAP and Utility Margin Non-GAAP


	Nine Months Ended September 30
(in millions)	2024		2023		B (W)
Electric revenues	$	945.7	$	1,010.7	$	(65.0)
Natural gas revenues	219.8		273.4		(53.6)
Operating revenues	1,165.5		1,284.1		(118.6)

Operating expenses
Fuel and purchased power	(237.1)		(296.8)		59.7
Cost of natural gas sold	(110.4)		(164.8)		54.4
Other operation and maintenance (1)	(224.0)		(222.1)		(1.9)
Depreciation and amortization	(178.0)		(168.7)		(9.3)
Property and revenue taxes	(35.2)		(35.7)		0.5
Gross margin (GAAP)	380.8		396.0		(15.2)

Other operation and maintenance (1)	224.0		222.1		1.9
Depreciation and amortization	178.0		168.7		9.3
Property and revenue taxes	35.2		35.7		(0.5)
Utility margin (non-GAAP)	$	818.0	$	822.5	$	(4.5)

Gross margin (GAAP) at the utility segment decreased $15.2 million during the nine months ended September 30, 2024, compared with the same period in 2023, and utility margin (non-GAAP) decreased $4.5 million during the nine months ended September 30, 2024, compared with the same period in 2023. Both measures were driven by:

•A $7.4 million decrease in margins driven by a downward adjustment to contracted volumes with one wholesale customer, as well as the expiration of a contract with another customer in December 2023.


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•A $6.9 million decrease in margins related to lower electric and natural gas sales volumes, driven by the impact of warmer winter weather during the nine months ended September 30, 2024, compared with the same period in 2023. As measured by heating degree days, the nine months ended September 30, 2024 were 11.2% warmer than the same period in 2023.

These decreases in margins were partially offset by a $6.0 million increase related to rates, which was driven by $4.3 million of amortization of unprotected excess deferred tax benefits during the nine months ended September 30, 2023, which we agreed to return to customers in our previously approved rate orders from the PSCW and is offset in income taxes.

Additionally, the larger decrease in gross margin (GAAP) as compared with the decrease in utility margin (non-GAAP), was driven by the following items that are further described in Other Operating Expenses below:

•A $9.3 million increase in depreciation and amortization expense;

•A $5.1 million increase in electric and natural gas distribution expenses; partially offset by

•A $5.8 million decrease in other operating and maintenance related to our power plants.

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

Other operating expenses at the utility segment increased $19.4 million during the nine months ended September 30, 2024, compared with the same period in 2023. The significant factors impacting the increase in other operating expenses were:

•A $9.3 million increase in depreciation and amortization expense, driven by assets being placed into service as we continue to execute on our capital plan.

•A $5.1 million increase in electric and natural gas distribution expenses, primarily driven by storm restoration and higher costs to maintain the distribution systems during the nine months ended September 30, 2024, compared with the same period in 2023.

•A $3.5 million increase in benefit costs, primarily driven by higher stock-based compensation and deferred compensation expense.

•A $2.9 million increase in regulatory amortizations and other pass through expenses, as discussed in the notes under the other operation and maintenance table above.

•A $2.1 million increase in expenses associated with legal claims.

These increases in other operating expenses were partially offset by a $5.8 million decrease in other operating and maintenance related to our power plants, driven by a planned outage at our Weston coal-fired generation facility during the nine months ended September 30, 2023.

Interest Expense

Interest expense at the utility segment increased $5.3 million during the nine months ended September 30, 2024, compared with the same period in 2023. This increase was primarily due to higher average short-term debt balances and increased average short-term debt interest rates.

Income Tax Expense

Income tax expense at the utility segment decreased $3.7 million during the nine months ended September 30, 2024, compared with the same period in 2023, driven by lower pre-tax income and a $1.8 million increase in PTCs.


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Other Segment Contribution to Net Income


	Nine Months Ended September 30
(in millions)	2024		2023		B (W)
Net income	$	1.2	$	1.4	$	(0.2)

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 nine months ended September 30:


(in millions)	2024		2023		Change in 2024 Over 2023
Cash provided by (used in):
Operating activities	$	455.8	$	501.0	$	(45.2)
Investing activities	(328.3)		(513.9)		185.6
Financing activities	(125.8)		(24.1)		(101.7)

Operating Activities

Net cash provided by operating activities decreased $45.2 million during the nine months ended September 30, 2024, compared with the same period in 2023, driven by:

•A $48.0 million decrease in cash related to higher payments for other operation and maintenance expenses, driven by the timing of payments for accounts payable and higher payments for electric transmission service during the nine months ended September 30, 2024, compared with the same period in 2023.

•A $29.8 million decrease in cash from lower overall collections from customers during the nine months ended September 30, 2024, compared with the same period in 2023. This decrease was driven by a lower per-unit cost of natural gas and lower sales volumes from warmer winter weather during 2024 compared with 2023.

These decreases in net cash provided by operating activities were partially offset by a $23.7 million increase in cash from lower amounts of collateral paid to counterparties during the nine months ended September 30, 2024, compared with same period in 2023, as well as lower realized losses on derivative instruments recognized during the nine months ended September 30, 2024, compared with the same period in 2023.

Investing Activities

Net cash used in investing activities decreased $185.6 million during the nine months ended September 30, 2024, compared with the same period in 2023, driven by:

•The acquisition of a 90% ownership interest in Red Barn in April 2023 for $143.8 million. See Note 2, Acquisitions, for more information.

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


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Financing Activities

Net cash used in financing activities increased $101.7 million during the nine months ended September 30, 2024, compared with the same period in 2023, driven by:

•A $90.0 million decrease in cash due to lower equity contributions received from our parent during the nine months ended September 30, 2024, compared with the same period in 2023, to balance our capital structure.

•A $15.0 million decrease in cash due to higher dividends paid to our parent during the nine months ended September 30, 2024, compared with the same period in 2023, to balance our capital structure.

Other Significant Financing Activities

For more information on our other significant financing activities, see Note 9, Short-Term Debt and Lines of Credit.

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 2023 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 19, Commitments and Contingencies.


(in millions)
2024	$	562.5	(1)
2025	801.8
2026	806.4
Total	$	2,170.7

(1)This includes actual capital expenditures incurred through September 30, 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, 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, along with WE 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 30 MWs of solar generation and 17 MWs of battery storage of this project. Our share of the cost of this project is estimated to be approximately $90 million, with construction of the solar portion and battery storage expected to be completed in 2024 and 2025, respectively.

•We, along with WE and an unaffiliated utility, received PSCW approval to acquire and construct Darien Solar Park, a utility-scale solar-powered electric generating facility with a battery energy storage system. The project will be located in Rock and Walworth


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counties, Wisconsin and once fully constructed, we will own 37 MWs of solar generation and 12 MWs of battery storage of this project. Our share of the cost of this project is estimated to be approximately $94 million, with construction of the solar portion and battery storage expected to be completed in 2025 and 2026, respectively.

•We, along with WE and an unaffiliated utility, received PSCW approval to acquire Koshkonong, a utility-scale solar-powered electric generating facility with a battery energy storage system. The project will be located in Dane County, Wisconsin and once fully constructed, we will own 45 MWs of solar generation and 25 MWs of battery storage of this project. Our share of the cost of this project is estimated to be approximately $155 million, with construction of the solar portion and battery storage expected to be completed in 2026 and 2027, respectively.

•We plan to enhance fuel flexibility at Weston Unit 4.

•In February 2024, we, along with WE and an unaffiliated utility, filed a request with the PSCW to acquire and construct High Noon Solar Energy Center, a utility-scale solar-powered electric generating facility with a battery energy storage system. If approved, the project will be located in Columbia County, Wisconsin and once fully constructed, we will own 45 MWs of solar generation and 25 MWs of battery storage of this project. If approved, our share of the cost of this project is estimated to be approximately $147 million, with construction of the solar portion and battery storage expected to be completed in 2027.

•In September 2024, we, along with WE and an unaffiliated utility, filed a request with the PSCW to acquire Dawn Harvest Solar Energy Center, a utility-scale solar-powered electric generating facility with a battery energy storage system. If approved, the project will be located in Rock County, Wisconsin and once fully constructed, we will own 15 MWs of solar generation. If approved, our share of the cost of this project is estimated to be approximately $34 million, with construction expected to be completed in 2028.

•In September 2024, we, along with WE and an unaffiliated utility, filed a request with the PSCW to acquire Saratoga, a utility-scale solar-powered electric generating facility with a battery energy storage system and Ursa, a utility-scale solar-powered electric generating facility. If approved, Saratoga will be located in Wood County, Wisconsin and Ursa will be located in Columbia County, Wisconsin. Once fully constructed, we will own 15 MWs of solar generation and 5 MWs of battery storage of Saratoga and 20 MWs of solar generation of Ursa. If approved, our share of the cost of Ursa is estimated to be approximately $45 million, with construction expected to be completed in 2027. If approved, our share of the cost of Saratoga is estimated to be approximately $45 million, with construction expected to be completed in 2028.

•In September 2024, we, along with WE and an unaffiliated utility, filed a request with the PSCW to acquire and construct Badger Hollow and to acquire Whitetail, two utility-scale wind-powered electric generating facilities. If approved, Badger Hollow will be located in Iowa and Grant counties, Wisconsin and Whitetail will be located in Grant County, Wisconsin. Once fully constructed, we will own 11 MWs of wind generation of Badger Hollow and 7 MWs of wind generation of Whitetail. If approved, our share of the cost of Badger Hollow is estimated to be $36 million, with construction expected to be completed in 2027. If approved, our share of the cost of Whitetail is estimated to be approximately $22 million, with construction expected to be completed in 2027.

•In October 2024, we, along with WE and an unaffiliated utility, filed a request with the PSCW to acquire and construct Good Oak and Gristmill, two utility-scale solar electric generating facilities. If approved, both Good Oak and Gristmill will be located in Columbia County, Wisconsin. Once fully constructed, we will own 10 MWs of solar generation of Good Oak and 7 MWs of solar generation of Gristmill. If approved, our share of the cost of Good Oak is estimated to be $22 million and the cost of Gristmill is estimated to be approximately $14 million, with construction for both projects expected to be completed in 2028.

The construction of additional LNG facilities in Wisconsin has been proposed as part of WEC Energy Group's 2025-2029 capital plan, which includes us. The facilities would provide approximately four Bcf of natural gas supply (of which our portion is expected to be approximately two 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 issued a ruling in its investigation into whether new tariffs should be imposed on solar panels and cells imported from four southeast Asian countries. In response to a new petition in April 2024, the DOC and USITC are conducting additional investigations into the solar panels and cells from the same four 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 ruling and related USITC


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investigation, and CBP actions, related to solar panels, respectively. The expected in-service dates and costs identified above already reflect some of these impacts.

Long-Term Debt

There were no material changes in our outstanding long-term debt during the nine months ended September 30, 2024.

Common Stock Dividends

During the nine months ended September 30, 2024, we paid common stock dividends of $140.0 million to the sole holder of our common stock, Integrys.

Other Significant Cash Requirements

See Note 19, 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 nine months ended September 30, 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 financial guarantees and letters of credit that support construction projects, commodity contracts, and other payment obligations. 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 9, Short-Term Debt and Lines of Credit, and Note 15, Guarantees.

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 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 – D. Regulation in our 2023 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.

At September 30, 2024, our current liabilities exceeded our current assets by $45.4 million. We do not expect this to have an impact on our liquidity, as we currently believe that our cash and cash equivalents, our available capacity of $148.8 million under our


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existing revolving credit facility, cash generated from ongoing operations, and access to the capital markets are adequate to meet our short-term and long-term cash requirements.

See Note 9, 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 have 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 2023 Annual Report on Form 10-K.

Debt Covenants

Our credit facility contains financial covenants that we must satisfy, including a debt to capitalization ratio. At September 30, 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 13, Short-Term Debt and Lines of Credit, and Note 14, Long-Term Debt, in our 2023 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 September 30, 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. 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 2023 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

Petition Before PSCW Regarding Third-Party Financed Distributed Energy Resources

In May 2022, a 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 party that filed the petition provides financing to its 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.


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In December 2022, the PSCW granted the petitioner’s request for a declaratory ruling in part, 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 ruling was limited to the facts and circumstances of the specific project lease presented in that petition. The PSCW declined to issue the petitioner’s request for a broader declaratory ruling that the petitioner would not be regulated as a "public utility". Upon appeal, in April 2024, the Dane County 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 petition did not involve the sale of electricity to the "public" under Wisconsin law. The case was remanded to the PSCW for further review. In June 2024, the PSCW issued an order to reopen the docket to consider modifications based upon the circuit court’s remand. On October 3, 2024, the PSCW issued an order declining to issue any declaratory ruling because the project lease originally at issue was no longer going forward. At this time we do not expect any material 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. 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 and UFLPA compliance requirements, and we expect the same will be true for subsequent projects, 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 timing and cost of our solar projects included in WEC Energy Group's long-term capital plan.

United States Department of Commerce Complaints

The solar panel industry continues to experience uncertainty resulting from AD and CVD investigations involving four southeast Asian countries including Malaysia, Vietnam, Thailand, and Cambodia.

In August 2023, the DOC issued a final decision regarding an AD/CVD petition filed by a California-based company alleging that Chinese manufacturers were shifting products to the four southeast Asian countries to avoid tariffs required on products imported from China and requesting that the DOC conduct a country-wide inquiry into each country. In its final decision, the DOC determined that circumvention was occurring in each of the four southeast Asian countries noted above. Duties began to be applied to certain imports of solar cells from Malaysia, Vietnam, Thailand and Cambodia after expiration of the Biden Administration’s 24-month tariff moratorium on June 6, 2024. In addition, in response to its findings, the DOC promulgated new regulations that imposed enhanced duties in certain circumstances, including when the USITC determines there is a reasonable indication the domestic solar industry is materially or potentially injured because of imported products that violate certain fair trade laws.

In April 2024, a coalition of several U.S. producers of solar panels filed a petition with the DOC requesting new tariffs on imports from the same four southeast Asian countries. The group alleged that some Chinese companies had moved their solar operations to avoid penalties implemented after the expiration of the moratorium. In May 2024, in response to the petition, the DOC initiated a new AD/CVD investigation of solar panels from the four southeast Asian countries.

In April 2024, the USITC began a preliminary investigation and, in June 2024, issued a preliminary determination that there is a reasonable indication imports of solar panels from the four southeast Asian countries have caused injury to the U.S. solar industry. Based on the USITC’s preliminary decision, the DOC began an investigation and, on October 1, 2024 announced a preliminary affirmative determination in its CVD investigation and set preliminary duties on imports from the four southeast Asian countries. Its AD investigation is proceeding and a preliminary determination is scheduled for late 2024. If the DOC and USITC make final affirmative determinations in their investigations, the DOC may impose enhanced duties, including retroactive duties in certain circumstances. Final determinations are scheduled for early 2025.

The Biden Administration invoked the Defense Production Act to accelerate the production of solar panels in the U.S.; however, final determinations by the DOC and/or USITC 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.

We are continuing to monitor these investigations as they progress to determine the potential impact on our business and results of operations.


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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 a five 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. Under the IRA transferability option, we entered into a sales agreement in May 2024 to sell substantially all of our 2024 PTCs to a third party. See Note 12, Income Taxes, for more information about the impact of these sales. 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 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 19, 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 regional conflicts, including those in Ukraine, Israel and in 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 2023 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 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 four risk factors below that are disclosed in Part I of our 2023 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.


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•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 operations.

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

Weather

Our utility rates are based upon estimated normal temperatures. Our electric utility margins are unfavorably sensitive to below normal temperatures during the summer cooling season and, to some extent, to above normal temperatures during the winter heating season. Our natural gas utility margins are unfavorably sensitive to above normal temperatures during the winter heating season. A summary of actual weather information in our service territory during the three and nine months ended September 30, 2024 and 2023, as measured by degree days, may be found in Results of Operations.

Our operations, primarily our electric operations, can be negatively impacted from storms. High wind conditions, lightning, hail, and flooding from storms can result in downed wires and poles, as well as damage to wind and solar generation facilities and other operating equipment. This can result in us incurring significant restoration costs and lost revenue to our customers. Our rates include a fixed amount for expected storm restoration costs. To the extent actual storm restoration costs are above what is included in these rates, our earnings are negatively impacted and it becomes more difficult to achieve our authorized ROE.

Critical Accounting Policies and Estimates

We have reviewed our critical accounting policies and considered whether any new critical accounting estimates or other significant changes to our accounting policies require additional disclosures. We have found that the disclosures made in our 2023 Annual Report on Form 10-K are still current and that there have been no significant changes, except as follows:

Goodwill

We completed our annual goodwill impairment test for our utility reporting unit that carried $36.4 million of goodwill as of July 1, 2024. No impairment was recorded as a result of this test. The fair value calculated in step one of the test was greater than its carrying value. The fair value of our reporting unit was calculated using a combination of the income approach and the market approach.

For the income approach, we used internal forecasts to project cash flows. Any forecast contains a degree of uncertainty, and changes in these cash flows could significantly increase or decrease the calculated fair value of a reporting unit. Since our reporting unit is regulated, a fair recovery of and return on costs prudently incurred to serve customers is assumed. An unfavorable outcome in a rate case could cause the fair value of our reporting unit to decrease.

Key assumptions used in the income approach include ROE, the long-term growth rate used to determine the terminal value at the end of the discrete forecast period, and the discount rate. The discount rate is applied to estimated future cash flows and is one of the most significant assumptions used to determine fair value under the income approach. As interest rates rise, the calculated fair value will decrease. The discount rate is based on the weighted-average cost of capital, taking into account both the after-tax cost of debt and cost of equity. The terminal year ROE is driven by our current allowed ROE. The terminal growth rate is based primarily on a combination of historical and forecasted statistics for real gross domestic product and personal income for our service area.

For the market approach, we used a higher weighting for the guideline public company method than the guideline merged and acquired company method due to a low number of mergers and acquisitions in recent years. The guideline public company method uses financial metrics from similar publicly traded companies to determine fair value. The guideline merged and acquired company method calculates fair value by analyzing the actual prices paid for recent mergers and acquisitions in the industry. We applied multiples derived from these two methods to the appropriate operating metrics for our reporting unit to determine fair value.


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The underlying assumptions and estimates used in the impairment test were made as of a point in time. Subsequent changes in these assumptions and estimates could change the result of the test.

At July, 1, 2024, the fair value of our reporting unit exceeded its carrying value by over 50%. Based on this result, our reporting unit is not at risk of failing step one of the goodwill impairment test.

See Note 17, Goodwill and Intangible Assets, for more information.

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 2023 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 13, Fair Value Measurements, Note 14, Derivative Instruments, and Note 15, Guarantees, in this report for information concerning our market risk exposures.

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 third quarter of 2024 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 2023 Annual Report on Form 10-K. See Note 19, Commitments and Contingencies, and Note 21, 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 19, Commitments and Contingencies, and Note 21, Regulatory Environment, 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.

ITEM 1A. RISK FACTORS

There were no material changes from the risk factors disclosed in Item 1A. Risk Factors in Part I of our 2023 Annual Report on Form 10-K.

ITEM 5. OTHER INFORMATION

During the three months ended September 30, 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


Number	Exhibit
31	Rule 13a-14(a) / 15d-14(a) Certifications

	31.1	Certification Pursuant to Rule 13a-14(a) or 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

	31.2	Certification Pursuant to Rule 13a-14(a) or 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32	Section 1350 Certifications

	32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

	32.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101	Interactive Data Files

	101.INS	Inline 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.SCH	Inline XBRL Taxonomy Extension Schema

	101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase

	101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase

	101.LAB	Inline XBRL Taxonomy Extension Label Linkbase

	101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase

104	Cover 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 PUBLIC SERVICE CORPORATION
		(Registrant)

		/s/ WILLIAM J. GUC
Date:	November 1, 2024	William J. Guc
		Vice President, Controller, and Assistant Corporate Secretary

		(Duly Authorized Officer and Chief Accounting Officer)


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WISCONSIN PUBLIC SERVICE CORP 10-Q