What changed in this filing

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Item 9A. Controls and Procedures

2025-02-21 compared with 2024-02-22 · 58 added, 49 removed, 518 unchanged (17% of the section changed)

24 unchanged sentences

The information under "Proposal 1:

Election of Directors – Terms Expiring in 2025 – 2024 Director Nominees for Election," "Annual Meeting Attendance and Voting Information – Stockholder Nominees and Proposals," and "Governance – Board Committees – Audit and Oversight" in our Definitive Proxy Statement on Schedule 14A to be filed with the SEC for our Annual Meeting of Shareholders to be held May 9, 2024 (the "2024 Annual Meeting Proxy Statement") is incorporated herein by reference.

Election of Directors – Terms Expiring in 2026 – 2025 Director Nominees for Election," "Annual Meeting Attendance and Voting Information – Stockholder Nominees and Proposals," "Governance – Board Committees – Audit and Oversight," and "Governance – Additional Governance Matters – Insider Trading Policy" in our Definitive Proxy Statement on Schedule 14A to be filed with the SEC for our Annual Meeting of Shareholders to be held May 8, 2025 (the "2025 Annual Meeting Proxy Statement") is incorporated herein by reference.

Also see "Information about our Executive Officers" in Part I of this report.

34 unchanged sentences

PRINCIPAL ACCOUNTING FEES AND SERVICES

The information regarding the fees paid to, and services performed by, our independent auditors and the pre-approval policy of our audit and oversight committee under "Proposal 2:

The information regarding the fees paid to, and services performed by, our independent auditors and the pre-approval policy of our AOC under "Proposal 2:

Ratification of Deloitte & Touche LLP as Independent Auditors for 2025 – Independent Auditors' Fees and Services" in the 2025 Annual Meeting Proxy Statement is incorporated herein by reference.

25 unchanged sentences

(Exhibit 3.1 to WEC Energy Group's 06/29/15 Form 8-K.)

Articles of Amendment to the Restated Articles of Incorporation of WEC Energy Group, Inc., as amended , dated May 9, 2024 .

(Exhibit 3.1 to WEC Energy Group's 06/ 30 / 2024 Form 10 - Q.

Bylaws of WEC Energy Group, Inc., as amended to January 19, 2023.

8 unchanged sentences

(Exhibit 4.2 to WEC Energy Group's 12/31/2024 Form 10-K.)

Replacement Capital Covenant, dated May 11, 2007, by Wisconsin Energy Corporation for the benefit of certain debtholders named therein.

(Exhibit 4.2 to Wisconsin Energy Corporation's 05/08/07 Form 8-K.)

Amendment to Replacement Capital Covenant, dated as of June 29, 2015.

(Exhibit 4.1 to WEC Energy Group's 06/29/15 Form 8-K.)

Indentures and Securities Resolutions:

40 unchanged sentences

Securities Resolution No.

18 of Wisconsin Electric under the Wisconsin Electric Indenture, dated as of December 3, 2019.

19 of Wisconsin Electric under the Wisconsin Electric Indenture, dated as of June 8, 2021.

(Exhibit 4.1 under File No.

1 unchanged sentence

Securities Resolution No.

19 of Wisconsin Electric under the Wisconsin Electric Indenture, dated as of June 8, 2021.

20 of Wisconsin Electric under the Wisconsin Electric Indenture, dated as of September 14, 2022.

(Exhibit 4.1 under File No.

1 unchanged sentence

Securities Resolution No.

21 of Wisconsin Electric under the Wisconsin Electric Indenture, dated as of May 14, 2024.

(Exhibit 4.1 under File No.

1-1245, WE's 05/14/2024 Form 8-K.)

Securities Resolution No.

22 of Wisconsin Electric under the Wisconsin Electric Indenture, dated as of September 13, 2024.

4 unchanged sentences

(Exhibit 4.46 to Wisconsin Energy Corporation's 03/25/99 Form 8-K.)

2023 Form 10-K 163

WEC Energy Group, Inc.

Number Exhibit

Securities Resolution No.

3 unchanged sentences

333-69592), filed March 20, 2003.)

Securities Resolution No.

5 of Wisconsin Energy Corporation under the Wisconsin Energy Indenture, effective as of May 8, 2007.

(Exhibit 4.1 to Wisconsin Energy Corporation's 05/08/07 Form 8-K.)

2024 Form 10-K 179

WEC Energy Group, Inc.

Number Exhibit

Securities Resolution No.

5 unchanged sentences

Securities Resolution No.

11 of WEC Energy Group under the Wisconsin Energy Indenture, dated as of March 16, 2021.

(Exhibit 4.1 to WEC Energy Group's 03/19/21 Form 8-K.)

Securities Resolution No.

12 of WEC Energy Group under the Wisconsin Energy Indenture, dated as of December 6, 2021.

9 unchanged sentences

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

Securities Resolution No.

16 of WEC Energy Group under the Wisconsin Energy Indenture, dated as of December 16, 2024.

(Exhibit 4.25 to WEC Energy Group's 12/31/2024 Form 10-K.)

Securities Resolution No.

17 of WEC Energy Group under the Wisconsin Energy Indenture, dated as of December 16, 2024.

(Exhibit 4.26 to WEC Energy Group's 12/31/2024 Form 10-K.)

Indenture dated as of May 28, 2024, between WEC Energy Group, Inc.

and The Bank of New York Mellon Trust Company, N.A.

as Trustee, providing for the issuance of the Convertible Senior Notes due 2027.

(Exhibit 4.1 to WEC Energy Group's 05/28/24 Form 8-K.)

Indenture dated as of May 28, 2024, between WEC Energy Group, Inc.

and The Bank of New York Mellon Trust Company, N.A.

as Trustee, providing for the issuance of the Convertible Senior Notes due 2029.

(Exhibit 4.3 to WEC Energy Group's 05/28/24 Form 8-K.)

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

14 unchanged sentences

Bank National Association) (Exhibit 4.1 to Form 8-K filed November 10, 2022) (File No.

The forgoing list of exhibits does not include certain unregistered long-term debt instruments of the Registrant and its subsidiaries where the total amount of securities authorized to be issued under the instrument does not exceed 10 percent of the total assets of the Registrant and its subsidiaries on a consolidated basis.

The Registrant agrees pursuant to Item 601(b)(4) of Regulation S-K to furnish to the Securities and Exchange Commission, upon request, a copy of all such agreements and instruments.

Sixteenth Supplemental Indenture, dated as of December 6, 2024, by and between WPS and U.S.

Bank Trust Company, National Association (successor to Firstar Bank, Milwaukee, N.A., National Association) (Exhibit 4.1 to Form 8-K filed December 6, 2024) (File No.

2024 Form 10-K 180

1 unchanged sentence

Number Exhibit

The Registrant agrees pursuant to Item 601(b)(4) of Regulation S-K to furnish to the Securities and Exchange Commission, upon request, a copy of all such agreements and instruments.

10 Material Contracts

2 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.**

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.** (Exhibit 10.4 to WEC Energy Group's 12/31/2023 Form 10-K.)**

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

10 unchanged sentences

(Exhibit 10.2 to WEC Energy Group's 03/31/20 Form 8-K.)**

Letter Agreement by and between WEC Energy Group, Inc.

Klappa, dated as of October 21, 2020.

(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.

7 unchanged sentences

(Exhibit 10.16 to WEC Energy Group's 12/31/21 Form 10-K.)**

Letter Agreement between WEC Energy Group, Inc.

and Michael Hooper, dated March 7, 2024.

(Exhibit 10.1 to WEC Energy Group's 03/12/24 Form 8-K.)**

WEC Energy Group Omnibus Stock Incentive Plan, Amended and Restated effective as of January 1, 2016.

2 unchanged sentences

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

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.)**

2024 Form 10-K 181

3 unchanged sentences

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

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.

6 unchanged sentences

(Exhibit 10.3 to WEC Energy Group's 06/30/21 Form 10-Q.)**

Restricted Stock Award Terms and Conditions under the WEC Energy Group Omnibus Stock Incentive Plan (1 Year Vesting).

(Exhibit 10.4 to WEC Energy Group's 06/30/21 Form 10-Q.)**

Director Restricted Stock Award Terms and Conditions under the WEC Energy Group Omnibus Stock Incentive Plan.

18 unchanged sentences

(Exhibit 10.1 to WEC Energy Group's 06/30/17 Form 10-Q.)**

19 Insider Trading Policies and Procedures

Corporate Securities Trading Policy.

21 Subsidiaries of the Registrant

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.

2024 Form 10-K 182

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

8 unchanged sentences

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

(Exhibit 97.1 to WEC Energy Group's 12/31/2023 Form 10-K.)**

101 Interactive Data File

19 unchanged sentences

Interest expense 333.6 260.8 109.6

Loss on debt extinguishment — — 23.1

Gain on debt extinguishments ( 23.1 ) — —

Income before income taxes 1,440.3 1,258.8 1,367.4

10 unchanged sentences

Derivatives accounted for as cash flow hedges

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

Cash flow hedges, net ( 0.3 ) ( 0.3 ) 1.5

Reclassification of realized derivative gains to net income, net of tax ( 0.3 ) ( 0.3 ) ( 0.3 )

Defined benefit plans

3 unchanged sentences

Other comprehensive income (loss) from subsidiaries, net of tax 0.1 ( 0.5 ) ( 2.7 )

Other comprehensive income (loss), net of tax ( 0.9 ) ( 3.6 ) 3.6

Other comprehensive loss, net of tax ( 0.1 ) ( 0.9 ) ( 3.6 )

Comprehensive income attributed to common shareholders $ 1,527.1 $ 1,330.8 $ 1,404.5

9 unchanged sentences

Prepaid income taxes 16.3 —

Other 0.2 0.1

Current assets 82.2 18.9

30 unchanged sentences

Deferred income taxes, net ( 2.1 ) ( 3.8 ) 11.6

Loss on debt extinguishment — — 23.1

Gain on debt extinguishments ( 23.1 ) — —

Accounts receivable from related parties — ( 2.0 ) ( 0.1 )

14 unchanged sentences

Exercise of stock options 23.7 6.3 33.6

Issuance of common stock, net 163.4 — —

Purchase of common stock ( 3.2 ) ( 16.6 ) ( 69.2 )

2 unchanged sentences

Retirement of long-term debt ( 1,473.7 ) ( 700.0 ) —

Repayment of short-term loan — — ( 340.0 )

Change in commercial paper ( 314.3 ) 297.3 ( 336.4 )

23 unchanged sentences

We Power 225.3 192.8 158.5

WG 171.0 60.0 30.0

127.2 93.7 87.7

ATC Holding 104.6 86.8 74.9

86.8 74.9 106.4

WG 80.0 171.0 60.0

UMERC 15.0 21.0 17.0

Bluewater — — 35.0

Total $ 792.4 $ 935.7 $ 1,035.6

(1) We also received amounts classified as return of capital of $ 843.9 million, $ 171.6 million, and $ 363.7 million from WECI during the years ended December 31, 2024, 2023, and 2022, respectively.

(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.

(2) We also received amounts classified as return of capital of $ 2.7 million, $ 3.6 million, and $ 9.2 million from Wispark during the years ended December 31, 2024, 2023, and 2022, respectively.

NOTE 3—LONG-TERM DEBT

27 unchanged sentences

Total guarantees $ 411.6 $ 112.4 $ 35.9 $ 263.3

(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.

(1) Consists of $ 178.8 million, $ 30.5 million, $ 13.0 million, $ 10.2 million, $ 3.0 million, and $ 2.0 million of guarantees to support the business operations of WECI, MERC, MGU, Bluewater, NSG, and UMERC, respectively.

(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.

9 unchanged sentences

Issuance of long-term note receivable to WECI 300.0 430.0 —

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

NOTE 7—SHORT-TERM NOTES RECEIVABLE FROM RELATED PARTIES

3 unchanged sentences

Wispark — 0.8

Bluewater — 2.7

Total $ 63.2 $ 16.0

44 unchanged sentences

KLAPPA February 21, 2025

Klappa, Executive Chairman and Director

Klappa, Non-Executive Chairman of the Board

/s/ WARNER L.

BAXTER February 21, 2025

Baxter, Director

BIE February 21, 2025

14 unchanged sentences

LANE February 21, 2025

Lane, Director

Lane, Independent Lead Director

LANGE February 21, 2025

Lange, Director

/s/ ULICE PAYNE, JR.

8 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