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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, 2023

OR

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

For the transition period from ________________ to ___________________

Commission File NumberRegistrant; State of Incorporation; Address; and Telephone NumberIRS Employer Identification No.
image0a14.jpg
001-09057WEC ENERGY GROUP, INC.39-1391525

(A Wisconsin Corporation)

231 West Michigan Street

P.O. Box 1331

Milwaukee, WI 53201

(414) 221-2345

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

Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, $.01 Par ValueWECNew York Stock Exchange

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

None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☒ No ☐

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No ☒

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

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 has filed a report on and attestation to its management’s assessment of

the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.

7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

Yes ☐ No ☒

The aggregate market value of the common stock of WEC Energy Group, Inc. held by non-affiliates was $27.8 billion based upon the reported closing price of such securities as of June 30, 2023.

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date (January 31, 2024):

Common Stock, $.01 par value, 315,561,510 shares outstanding

Documents incorporated by reference:

Portions of WEC Energy Group, Inc.'s Definitive Proxy Statement on Schedule 14A for its Annual Meeting of Shareholders, to be held on May 9, 2024, are incorporated by reference into Part III hereof.

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WEC ENERGY GROUP, INC.

ANNUAL REPORT ON FORM 10-K

For the Year Ended December 31, 2023

TABLE OF CONTENTS

Page
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION1
PART I4
ITEM 1.BUSINESS4
A.INTRODUCTION4
B.UTILITY ENERGY OPERATIONS4
C.ELECTRIC TRANSMISSION SEGMENT16
D.NON-UTILITY OPERATIONS16
E.REGULATION18
F.ENVIRONMENTAL COMPLIANCE22
G.HUMAN CAPITAL22
ITEM 1A.RISK FACTORS24
ITEM 1B.UNRESOLVED STAFF COMMENTS38
ITEM 1C.CYBERSECURITY39
ITEM 2.PROPERTIES41
ITEM 3.LEGAL PROCEEDINGS44
ITEM 4.MINE SAFETY DISCLOSURES44
INFORMATION ABOUT OUR EXECUTIVE OFFICERS45
PART II47
ITEM 5.MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES47
ITEM 6.RESERVED47
ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS48
ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK83
ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA84
A.Reports of Independent Registered Public Accounting Firm84
B.Consolidated Income Statements87
C.Consolidated Statements of Comprehensive Income88
D.Consolidated Balance Sheets89
E.Consolidated Statements of Cash Flows90
F.Consolidated Statements of Equity91
G.Notes to Consolidated Financial Statements92
Note 1Summary of Significant Accounting Policies92
Note 2Acquisitions103
Note 3Dispositions105
Note 4Operating Revenues106
Note 5Credit Losses109
Note 6Regulatory Assets and Liabilities111
Note 7Property, Plant, and Equipment114
Note 8Jointly Owned Utility Facilities115
Note 9Asset Retirement Obligations116
Note 10Goodwill and Intangibles117
Note 11Common Equity118
Note 12Preferred Stock121
Note 13Short-Term Debt and Lines of Credit121
Note 14Long-Term Debt123
Note 15Leases125
Note 16Income Taxes129
2023 Form 10-KiWEC Energy Group, Inc.

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Note 17Fair Value Measurements131
Note 18Derivative Instruments133
Note 19Guarantees134
Note 20Employee Benefits134
Note 21Investment in Transmission Affiliates139
Note 22Segment Information140
Note 23Variable Interest Entities143
Note 24Commitments and Contingencies144
Note 25Supplemental Cash Flow Information151
Note 26Regulatory Environment151
Note 27Other Income, Net157
Note 28New Accounting Pronouncements157
ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE159
ITEM 9A.CONTROLS AND PROCEDURES159
ITEM 9B.OTHER INFORMATION159
ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS159
PART III160
ITEM 10.DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE OF THE REGISTRANT160
ITEM 11.EXECUTIVE COMPENSATION160
ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS160
ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE161
ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES161
PART IV162
ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES162
ITEM 16.FORM 10-K SUMMARY167
SCHEDULE I — CONDENSED PARENT COMPANY FINANCIAL STATEMENTS168
A.Income Statements168
B.Statements of Comprehensive Income169
C.Balance Sheets170
D.Statements of Cash Flows171
E.Notes to Parent Company Financial Statements172
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS175
SIGNATURES176
2023 Form 10-KiiWEC Energy Group, Inc.

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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:

Subsidiaries and Affiliates
ATCAmerican Transmission Company LLC
ATC HoldcoATC Holdco LLC
ATC HoldingATC Holding LLC
Bishop Hill IIIBishop Hill Energy III LLC
Blooming GroveBlooming Grove Wind Energy Center LLC
BluewaterBluewater Natural Gas Holding, LLC
Bluewater Gas StorageBluewater Gas Storage, LLC
Coyote RidgeCoyote Ridge Wind, LLC
IntegrysIntegrys Holding, Inc.
JayhawkJayhawk Wind, LLC
MERCMinnesota Energy Resources Corporation
MGUMichigan Gas Utilities Corporation
NSGNorth Shore Gas Company
PDLWPS Power Development, LLC
PELLCPeoples Energy, LLC
PGLThe Peoples Gas Light and Coke Company
Samson ISamson I Solar Energy Center LLC
Sapphire SkySapphire Sky Wind Energy LLC
Tatanka RidgeTatanka Ridge Wind, LLC
ThunderheadThunderhead Wind Energy LLC
UMERCUpper Michigan Energy Resources Corporation
UpstreamUpstream Wind Energy LLC
WBSWEC Business Services LLC
WEWisconsin Electric Power Company
We PowerW.E. Power, LLC
WEC Energy GroupWEC Energy Group, Inc.
WECCWisconsin Energy Capital Corporation
WECIWEC Infrastructure LLC
WECI Wind Holding IWEC Infrastructure Wind Holding I LLC
WECI Wind Holding IIWEC Infrastructure Wind Holding II LLC
WEPCo Environmental TrustWEPCo Environmental Trust Finance I, LLC
WGWisconsin Gas LLC
WisparkWispark LLC
WisvestWisvest LLC
WPSWisconsin Public Service Corporation
WRPCWisconsin River Power Company
Federal and State Regulatory Agencies
Army CorpsUnited States Army Corps of Engineers
CBPUnited States Customs and Border Protection Agency
DOCUnited States Department of Commerce
EPAUnited States Environmental Protection Agency
FERCFederal Energy Regulatory Commission
ICCIllinois Commerce Commission
IRSUnited States Internal Revenue Service
MPSCMichigan Public Service Commission
MPUCMinnesota Public Utilities Commission
PSCWPublic Service Commission of Wisconsin
SECSecurities and Exchange Commission
WDNRWisconsin Department of Natural Resources
2023 Form 10-KiiiWEC Energy Group, Inc.

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Accounting Terms
AFUDCAllowance for Funds Used During Construction
AROAsset Retirement Obligation
ASCAccounting Standards Codification
ASUAccounting Standards Update
CWIPConstruction Work in Progress
FASBFinancial Accounting Standards Board
GAAPGenerally Accepted Accounting Principles
LIFOLast-In, First-Out
OPEBOther Postretirement Employee Benefits
VIEVariable Interest Entity
Environmental Terms
Act 1412005 Wisconsin Act 141
BATWBottom Ash Transport Water
BTABest Technology Available
CAAClean Air Act
CASACClean Air Scientific Advisory Committee
CCRCoal Combustion Residual
CO2Carbon Dioxide
CWAClean Water Act
ELGSteam Electric Effluent Limitation Guidelines
FGDFlue Gas Desulfurization
GHGGreenhouse Gas
LDCLocal Natural Gas Distribution Company
MATSMercury and Air Toxics Standards
NAAQSNational Ambient Air Quality Standards
NOVNotice of Violation
NOxNitrogen Oxide
NSPSNew Source Performance Standards
PCBPolychlorinated Biphenyl
PMParticulate Matter
SO2Sulfur Dioxide
WOTUSWaters of the United States
WPDESWisconsin Pollutant Discharge Elimination System
ZLDZero Liquid Discharge
Measurements
BcfBillion Cubic Feet
DthDekatherm
lb/MMBtuPound Per Million British Thermal Unit
MDthOne Thousand Dekatherms
MWMegawatt
MWhMegawatt-hour
µg/m3Micrograms Per Cubic Meter
Other Terms and Abbreviations
2007 Junior NotesWEC Energy Group, Inc.'s 2007 Junior Subordinated Notes Due 2067
AMIAdvanced Metering Infrastructure
AOCAudit and Oversight Committee of the Board of Directors
ARRAuction Revenue Right
Badger Hollow IBadger Hollow Solar Park I
Badger Hollow IIBadger Hollow Solar Park II
CABOClean and Affordable Buildings Ordinance
CAOChief Administrative Officer
CEOChief Executive Officer
CFRCode of Federal Regulations
2023 Form 10-KivWEC Energy Group, Inc.

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Chicago, IL-IN-WIChicago, Illinois, Indiana, and Wisconsin
Compensation CommitteeCompensation Committee of the Board of Directors
CSIRTCybersecurity Incident Response Team
D.C. Circuit Court of AppealsUnited States Court of Appeals for the District of Columbia Circuit
DarienDarien Solar Park
DERDistributed Energy Resource
DRERDedicated Renewable Energy Resource
Enterprise Security DirectorDirector of Enterprise Security & Compliance
ERGSElm Road Generating Station
ER 1Elm Road Generating Station Unit 1
ER 2Elm Road Generating Station Unit 2
ERSCEnterprise Risk Steering Committee
ESG Progress PlanWEC Energy Group's Capital Investment Plan for Efficiency, Sustainability, and Growth for 2024-2028
ETBEnvironmental Trust Bond
EVElectric Vehicle
Exchange ActSecurities Exchange Act of 1934, as amended
Executive Order 13990Executive Order 13990 of January 20, 2021 - Protecting Public Health and the Environment and Restoring Science To Tackle the Climate Crisis
Forward WindForward Wind Energy Center
FTRFinancial Transmission Right
GCRMGas Cost Recovery Mechanism
High NoonHigh Noon Solar Energy Center
Holding Company ActWisconsin Utility Holding Company Act
IRAInflation Reduction Act
IT/OTInformation Technology and Operational Technology
ITCInvestment Tax Credit
KoshkonongKoshkonong Solar Park
LIBORLondon Interbank Offered Rate
LMPLocational Marginal Price
LNGLiquefied Natural Gas
Maple FlatsMaple Flats Solar Energy Center
MG&EMadison Gas and Electric Company
MISOMidcontinent Independent System Operator, Inc.
MISO Energy MarketsMISO Energy and Operating Reserves Market
MRPMain Replacement Program
NYMEXNew York Mercantile Exchange
OCPPOak Creek Power Plant
Omnibus Stock Incentive PlanWEC Energy Group Omnibus Stock Incentive Plan, Amended and Restated, Effective as of May 6, 2021
ParisParis Solar-Battery Park
PHMSAPipeline and Hazardous Materials Safety Administration
PIPPPresque Isle Power Plant
Point BeachPoint Beach Nuclear Power Plant
PPAPower Purchase Agreement
PSBPublic Service Building
PTCProduction Tax Credit
PUHCA 2005Public Utility Holding Company Act of 2005
PWGSPort Washington Generating Station
PWGS 1Port Washington Generating Station Unit 1
PWGS 2Port Washington Generating Station Unit 2
QIPQualifying Infrastructure Plant
RCCReplacement Capital Covenant (dated May 11, 2007)
RECRenewable Energy Certificate
Red BarnRed Barn Wind Park
RenegadeRenegade Solar Energy Center
RICEReciprocating Internal Combustion Engine
2023 Form 10-KvWEC Energy Group, Inc.

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RNGRenewable Natural Gas
ROEReturn on Equity
RTORegional Transmission Organization
S&PStandard & Poor's
SIPState Implementation Plan
SMPSafety Modernization Program
SOFRSecured Overnight Financing Rate
SPPSouthwest Power Pool, Inc.
SSRSystem Support Resource
Supreme CourtUnited States Supreme Court
Tax LegislationTax Cuts and Jobs Act of 2017
TCRTransmission Congestion Right
TildenTilden Mining Company
TPTFAThird-Party Transaction Fee Adjustment
Two CreeksTwo Creeks Solar Park
UEAUncollectible Expense Adjustment
UFLPAUyghur Forced Labor Prevention Act
VAPPValley Power Plant
West RiversideWest Riverside Energy Center
WhitewaterWhitewater Cogeneration Facility
WPLWisconsin Power and Light Company
WROWithhold Release Order
WUAWisconsin Utilities Association
2023 Form 10-KviWEC Energy Group, Inc.

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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, dividend payout ratios, effective tax rates, pension and OPEB plans, fuel costs, sources of electric energy supply, coal and natural gas deliveries, remediation costs, climate-related matters, our 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 Item 1A. Risk Factors and those identified below:

  • Factors affecting utility and non-utility energy infrastructure operations such as catastrophic weather-related damage, environmental incidents, unplanned facility outages and repairs and maintenance, and electric transmission or natural gas pipeline system constraints;

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

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

  • The impact of federal, state, and local legislative and/or regulatory changes, including changes in rate-setting policies or procedures, the results of recent 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, and other factors;

2023 Form 10-K1WEC Energy Group, Inc.

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  • The impact of public health crises, including epidemics and pandemics, on our business functions, financial condition, liquidity, and results of operations;

  • Factors affecting the implementation of our 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 our ability to execute our 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 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, us, or any of our subsidiaries;

  • 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;

  • Restrictions imposed by various financing arrangements and regulatory requirements on the ability of our subsidiaries to transfer funds to us in the form of cash dividends, loans or advances, that could prevent us from paying our common stock dividends, taxes, and other expenses, and meeting our debt obligations;

  • 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 financial performance of ATC and its corresponding contribution to our earnings;

  • 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;

  • Risks related to our non-utility renewable energy facilities, including unfavorable weather, changes in the financial performance and/or creditworthiness of counterparties to the off-take agreements, changes in demand based on lower prices for alternative energy sources, the ability to replace expiring PPAs under acceptable terms, risks of rights related to property on which our projects are located but we do not own, the availability of reliable interconnection and electricity grids, and exposure to the rules and procedures of the power markets in which these facilities are located;

2023 Form 10-K2WEC Energy Group, Inc.

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  • The risk associated with the values of goodwill and other long-lived assets, including intangible assets, and equity method investments, including the current impairment of capital costs in Illinois; and possible future impairments of other assets;

  • Potential business strategies to acquire and dispose of assets or businesses, or portions thereof, which cannot be assured to be completed timely or within budgets, and legislative or regulatory restrictions or caps on non-utility acquisitions, investments or projects, including the State of Wisconsin's public utility holding company law;

  • 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.

2023 Form 10-K3WEC Energy Group, Inc.

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PART I

Next: Item 1. BUSINESS