What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-22 compared with 2023-02-23 · 33 added, 33 removed, 534 unchanged (11% of the section changed)

17 unchanged sentences

OTHER INFORMATION

During the three months ended December 31, 2023, 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).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

154 unchanged sentences

Securities Resolution No.

9 of WEC Energy Group under the Wisconsin Energy Indenture, effective as of September 14, 2020.

(Exhibit 4.1 to WEC Energy Group's 09/14/20 Form 8-K.)

Securities Resolution No.

10 of WEC Energy Group under the Wisconsin Energy Indenture, effective as of October 5, 2020.

12 unchanged sentences

(Exhibit 4.1 to WEC Energy Group's 01/11/23 Form 8-K.)

Securities Resolution No.

15 of WEC Energy Group under the Wisconsin Energy Indenture, dated as of September 12, 2023.

(Exhibit 4.1 to WEC Energy Group's 09/12/23 Form 8-K.)

Indenture, dated as of December 1, 1998, between Wisconsin Public Service Corporation ("WPS") and U.S.

23 unchanged sentences

WEC Energy Group Executive Deferred Compensation Plan, Amended and Restated Effective as of January 1, 2018.**

Amendment dated as of December 20, 2023 to the WEC Energy Group Executive Deferred Compensation Plan, Amended and Restated Effective as of January 1, 2018.**

Legacy Wisconsin Energy Corporation Directors' Deferred Compensation Plan, Amended and Restated Effective as of January 1, 2017.

13 unchanged sentences

(Exhibit 10.1 to WEC Energy Group's 10/21/2020 Form 8-K.)**

Letter Agreement by and between WEC Energy Group, Inc.

Klappa, dated as of November 8, 2023.

(Exhibit 10.1 to WEC Energy Group's 11/09/2023 Form 8-K.)**

Letter Agreement by and between Wisconsin Energy Corporation and Robert Garvin, dated January 31, 2011.

(Exhibit 10.1 to Wisconsin Energy Corporation's 03/31/11 Form 10-Q.)**

Letter Agreement by and between Wisconsin Energy Corporation and Joseph Kevin Fletcher, dated as of August 17, 2011.

(Exhibit 10.1 to Wisconsin Energy Corporation's 09/30/11 Form 10-Q.)**

Letter Agreement by and between WEC Energy Group, Inc.

2 unchanged sentences

(Exhibit 10.1 to WEC Energy Group's 09/30/17 Form 10-Q.)**

Letter Agreement by and between WEC Energy Group, Inc.

Lauber, dated March 31, 2020.

(Exhibit 10.1 to WEC Energy Group's 03/31/20 Form 8.K.)**

Retention Agreement by and between WEC Energy Group and Scott J.

5 unchanged sentences

(Exhibit 10.1 to WEC Energy Group's 5/11/21 Form 8-K.)**

Terms and Conditions Governing Non-Qualified Stock Option Award under the WEC Energy Group Omnibus Stock Incentive Plan.

(Exhibit 10.1 to Wisconsin Energy Corporation's 09/30/07 Form 10-Q.)**

WEC Energy Group Performance Unit Plan, amended and restated effective as of January 1, 2017.

(Exhibit 10.1 to WEC Energy Group's 12/01/16 Form 8-K.)**

2023 Form 10-K 165

3 unchanged sentences

(Exhibit 10.1 to WEC Energy Group's 12/02/22 Form 8-K.)**

WEC Energy Group Performance Unit Plan, amended and restated effective as of January 1, 2023.

(Exhibit 10.1 to WEC Energy Group's 12/02/22 Form 8-K.)**

2016 WEC Energy Group Restricted Stock Award Terms and Conditions governing awards under the WEC Energy Group Omnibus Stock Incentive Plan.

(Exhibit 10.27 to WEC Energy Group's 12/31/15 Form 10-K.)**

Wisconsin Energy Corporation Terms and Conditions Governing Non-Qualified Stock Option Award for option awards under the WEC Energy Group Omnibus Stock Incentive Plan, approved December 4, 2014.

30 unchanged sentences

Subsidiaries of WEC Energy Group.

23 Consents of Experts and Counsel

Deloitte & Touche LLP – Milwaukee, WI, Consent of Independent Registered Public Accounting Firm for WEC Energy Group.

2023 Form 10-K 166

1 unchanged sentence

Number Exhibit

23 Consents of Experts and Counsel

Deloitte & Touche LLP – Milwaukee, WI, Consent of Independent Registered Public Accounting Firm for WEC Energy Group.

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

6 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97 Policy Relating to Recovery of Erroneously Awarded Compensation

Incentive-Based Compensation Clawback Policy ("Rule 10D-1 Policy")

101 Interactive Data File

9 unchanged sentences

WEC Energy Group, Inc.

SCHEDULE I – CONDENSED

PARENT COMPANY FINANCIAL STATEMENTS

CONDENSED PARENT COMPANY FINANCIAL STATEMENTS

WEC ENERGY GROUP, INC.

20 unchanged sentences

Derivatives accounted for as cash flow hedges

Net derivative gain (loss), net of tax expense (benefit) of $ — , $ 0.2 , and $( 1.6 ), respectively

— 0.6 ( 4.3 )

Net derivative gain, net of tax — — 0.6

Reclassification of realized net derivative (gain) loss to net income, net of tax ( 0.3 ) ( 0.3 ) 0.9

14 unchanged sentences

Current assets

Cash and cash equivalents $ — $ 0.5

Accounts receivable from related parties $ 2.7 $ 0.7

5 unchanged sentences

Investments in subsidiaries 18,307.2 16,533.4

Note receivable from WECI 430.0 —

Other 22.9 24.2

29 unchanged sentences

Prepaid income taxes 35.4 21.1 ( 2.1 )

Other current assets ( 0.1 ) — —

Accounts payable to related parties 0.9 ( 3.5 ) ( 26.2 )

15 unchanged sentences

Retirement of long-term debt ( 700.0 ) — ( 300.0 )

Issuance of short-term loan — — 340.0

Repayment of short-term loan — — ( 340.0 )

3 unchanged sentences

Other, net ( 0.4 ) ( 1.2 ) ( 1.4 )

Net cash used in financing activities ( 285.7 ) ( 274.4 ) ( 382.4 )

Net cash provided by (used in) financing activities 766.2 ( 285.7 ) ( 274.4 )

Net change in cash and cash equivalents — ( 0.5 ) ( 3.5 )

4 unchanged sentences

WEC Energy Group, Inc.

SCHEDULE I – CONDENSED

PARENT COMPANY FINANCIAL STATEMENTS

CONDENSED PARENT COMPANY FINANCIAL STATEMENTS

WEC ENERGY GROUP, INC.

11 unchanged sentences

We Power 192.8 158.5 217.9

WG 171.0 60.0 30.0

93.7 87.7 46.4

1 unchanged sentence

86.8 74.9 106.4

WG 60.0 30.0 70.0

UMERC 21.0 17.0 —

2 unchanged sentences

(1) We also received amounts classified as return of capital of $ 171.6 million, $ 363.7 million, and $ 164.1 million from WECI during the years ended December 31, 2023, 2022, and 2021, respectively.

(2) We also received amounts classified as return of capital of $ 32.0 million and $ 19.6 million from ATC Holding during the years ended December 31, 2021 and 2020, respectively.

(3) We also received amounts classified as return of capital of $ 9.2 million from Wispark during the year ended December 31, 2022.

(2) We also received an amount classified as return of capital of $ 32.0 million from ATC Holding during the year ended December 31, 2021.

(3) We also received amounts classified as return of capital of $ 3.6 million and $ 9.2 million from Wispark during the years ended December 31, 2023 and 2022.

NOTE 3—LONG-TERM DEBT

10 unchanged sentences

(in millions) Carrying Amount Fair Value Carrying Amount Fair Value

Long-term notes receivable from WECI $ 430.0 $ 425.7 $ — $ —

Long-term debt, including current portion 5,792.8 5,596.0 4,447.2 4,095.6

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

The fair value of our long-term notes receivable and long-term debt are categorized within Level 2 of the fair value hierarchy.

NOTE 5—GUARANTEES

10 unchanged sentences

Other guarantees (4)

11.6 — — 11.6

Total guarantees $ 312.0 $ 72.5 $ — $ 239.5

(1) Consists of $ 177.3 million, $ 10.2 million, and $ 4.2 million of guarantees to support the business operations of WECI, Bluewater, and UMERC, respectively.

(2) At our request, financial institutions have issued standby letters of credit for the benefit of third parties that have extended credit to our subsidiaries.

(2) At our request or the request of our subsidiaries, financial institutions have issued standby letters of credit for the benefit of third parties that have extended credit to our subsidiaries.

These amounts are not reflected on our balance sheets.

6 unchanged sentences

Cash received for income taxes, net ( 104.5 ) ( 72.9 ) ( 27.9 )

Significant non-cash equity transaction:

Issuance of long-term note receivable to WECI 430.0 — —

NOTE 7—SHORT-TERM NOTES RECEIVABLE FROM RELATED PARTIES

2 unchanged sentences

UMERC $ 15.2 $ 27.1

Bluewater 2.7 7.0

Wispark 0.8 1.1

Bluewater — 2.7

Total $ 16.0 $ 30.9

5 unchanged sentences

Integrys $ 257.0 $ 115.0

WBS 111.0 107.7

WECC 109.2 106.5

WBS 91.8 111.0

Bluewater 1.6 —

Total $ 459.6 $ 332.5

7 unchanged sentences

Write-offs (2)

Sale of Business Balance at End of Period

Balance at End of Period

December 31, 2023 $ 199.3 $ 72.0 $ 88.3 $ ( 166.1 ) $ 193.5

52 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures