WELPP 10-K & 10-Q changes, risk factors and insider trading
Wisconsin Electric Power Co. (also WELPM) · OTC · Electric Services · CIK 107815 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “We face risks related to providing service to our large-scale customers, including potential customers under our proposed VLC and Bespoke Resources Tariffs, which could impact our business, results of operations, and financial condition.”
Removed heading “We generate and distribute electricity and transport and distribute natural gas, which involves numerous risks that may result in accidents and other operating risks and costs.”
Largest changes
“Inherent in electric generation and distribution and natural gas transportation and distribution activities are a variety of hazards and operational risks, such as leaks, accidental explosions, mechanical problems, fires, discharges or releases of toxic or hazardous substances or gases, and other environmental risks, which could materially and adversely affect our results of operations, financial condition, and cash flows. …”see in full comparison
“These hazards and operational risks could result in serious injury to employees and non-employees, loss of human life, significant damage to property, environmental pollution, and impairment of operations. They may also subject us to litigation and/or administrative proceedings from time to time, which could result in substantial monetary judgments, fines, or penalties against us, or be resolved on unfavorable terms. …”see in full comparison
“In March 2025, we filed an application with the PSCW requesting approval to implement a VLC Tariff and a Bespoke Resources Tariff. Under these proposed inter-connected tariffs, VLCs directly pay for the electricity they consume, along with the power plants and distribution facilities built to serve them and transmission costs allocated to their usage. The proposed tariffs are designed so that the costs associated with these VLCs are not subsidized by or shifted to residential or other business customers. …”see in full comparison
“Tax legislation and regulations can adversely affect, among other things, our financial condition, results of operations, cash flows, liquidity, and credit ratings. In July 2025, the OBBBA was signed into law, enacting significant modifications to clean-energy tax credits previously provided under the IRA. The OBBBA provides companies the ability to earn solar and wind tax credits at current credit rates under new beginning of construction rules. …”see in full comparison
Our ability to execute WEC Energy Group's corporate strategy and achieve anticipated financial outcomes are influenced by the expectations of our customers, regulators, investors, and other stakeholders. Those expectations are based in part on the core fundamentals of affordability and reliability but are also increasingly focused on our ability to meet rapidly changing demands for new and varied products, services, and offerings.see in full comparisonAdditionally,Efforts to roll back certain environmental rules and social policies and programs may conflict with therisksexpectations ofglobalourclimatecustomers,changeregulators,continuesor investors, creating additional uncertainty as we look toshapebalance ourcustomers’stakeholders'sustainabilitycompetinggoalspriorities, andenergycouldneeds,leadastowell as the investmentlitigation andfinancinggovernmentcriteria of investors.investigations. Failure to meet these expectations or to adequately address the risks and external pressures may impact our reputation and affect our ability to achieve favorable outcomes in future rate cases or our results of operations.The new presidential administration's efforts to roll back certain climate and diversity, equity, and inclusion policies and programs may conflict with the expectations of our customers, regulators, and investors, creating additional uncertainty as we look to balance our stakeholders' competing priorities, and could lead to litigation and government investigations.Furthermore, the increasing use of social media may accelerate and increase the potential scope of negative publicity we might receive and could increase the negative impact on our reputation, business, results of operations, and financial condition.
“The ability to complete large capital projects is dependent upon a number of factors, including the ability to obtain financing of such projects on satisfactory terms and conditions. Along with the significant capital spend, a portion of the expected earnings growth from these projects will result in an increase in AFUDC as part of CWIP, with recovery of these costs delayed until the capital project is placed in service. …”see in full comparison
Full comparison: every changed paragraph (65)
Our business is significantly impacted by governmental regulationlegislation, regulation, and oversight.
We are subject to significant state, local, and federal governmental legislation and regulations, including regulations by the PSCW and the FERC. TheseLegislation regulationsand regulation significantly influence our operating environment, may affect our ability to recover costs from utility customers, affect our ability to implement WEC Energy Group's corporate strategy, and cause us to incur substantial compliance and other costs. Changes in legislation or regulations, interpretationstheir of regulations,interpretation, or the imposition of new legislation or regulations could also significantly impact us, including requiring us to change our business operations. Many aspects of our operations are regulated and impacted by government regulation,legislation and regulations, including, but not limited to: the rates we charge our retail electric, natural gas, and steam customers; our authorized rate of return; construction and operation of electric generating facilities and electric and natural gas distribution systems, including the ability to recover such costs; decommissioning generating facilities, the ability to recover the related costs, and continuing to recover the return on the net book value of these facilities; wholesale power service practices; electric reliability requirements; participation in the interstate natural gas pipeline capacity market; standards of service; issuance of debt securities; short-term debt obligations; transactions with affiliates; and billing practices. Failure to comply with any applicable rules or regulations may lead to customer refunds, penalties, and other payments, which could materially and adversely affect our results of operations and financial condition.
The rates we are allowed to charge our customers for retail and wholesale services have the most significant impact on our financial condition, results of operations, and liquidity. Rate regulation provides us an opportunity to recover prudently incurred costs and earn a reasonable rate of return on invested capital. However, our ability to obtain rate adjustments in the future is dependent upon regulatory action, the outcome of which can be influenced by the level of opposition by intervening parties; potential rate impacts; increasing levels of regulatory review; and changes in the political, regulatory, or legislative environments. There is no assurance that our regulators will consider all of our costs to have been prudently incurred. In addition, our rate proceedings may not always result in rates that fully recover our costs or provide for a reasonable ROE. We defer certain costs and revenues as regulatory assets and liabilities for future recovery from or refund to customers, as authorized by our regulators. Future recovery of regulatory assets is not assured and is subject to review and approval by our regulators. If recovery of regulatory assets is not approved or is no longer deemed probable, these costs would be recognized in current period expense and could have a material adverse impact on our results of operations, cash flows, and financial condition.
Changes in the local and national political, regulatory, and economic environmentenvironment, including significant attention on energy affordability concerns, have had, and may in the future have, an adverse effect on regulatory decisions, which could impair our ability to recover costs historically collected from customers. These decisions, which may come from any level of government, may cause us to cancel or delay current or planned projects, to reduce or delay other planned capital expenditures, or to pay for investments or otherwise incur costs that we may not be able to recover through rates or otherwise.
We believe we have obtained the necessary permits, approvals, authorizations, certificates, and licenses for our existing operations, have complied in all material respects with all of their associated terms, and that our business is conducted in accordance with applicable laws. These permits, approvals, authorizations, certificates, and licenses may be revoked or modified by the agencies that granted them if facts develop that differ significantly from the facts assumed when they were issued. In addition, permits and other approvals and licenses are often granted for a term that is less than the expected life of the associated facility. Licensesfacility and permits may require periodic renewal, which may result in additional requirements being imposed by the granting agency. In addition, existing regulations may be revised or reinterpreted by federal, state, and local agencies, or these agencies may adopt new laws and regulations that apply to us. We cannot predict the impact on our business and operating results of any such actions by these agencies.
If we are unable to recover regulatory compliance costs of complying with regulations or other associated costs in customer rates in a timely manner, or if we are unable to obtain, renew, or comply with these governmental permits, approvals, authorizations, certificates, or licenses, our results of operations and financial condition could be materially and adversely affected.
Our operations are subject to extensive and evolving federal, state, and local environmental laws, regulations, and permit requirements related to, among other things, air emissions (including, but not limited to: CO2, methane, mercury, SO2, NOx, ozone and other pollutants), protection of natural resources, water quality, wastewater discharges, management of hazardous and toxic substances and solid wastes and soils, and climate change. Many of these rules are now the subject of a large deregulatory effort by the EPA and have resulted, and are expected to continue to result in, the adoption of new federal, state, and/or local level laws and regulations. Any EPA actions will require formal rulemaking proceedings and are likely to be subject to legal challenges. In addition, at the end of 2025, the President issued executive orders directing the DOE to issue orders keeping certain coal plants running for grid reliability despite utilities' plans to retire them. Future orders impacting our planned retirements of coal plants could impact our ability to execute on our capital plan and to meet our environmental goal. We continue to monitor the evolving regulatory landscape and standards for impacts on our business operations and financial condition.
Our operations are subject to extensive and evolving federal, state, and local environmental laws, regulations, and permit requirements related to, among other things, air emissions (including, but not limited to: CO2, methane, mercury, SO2, and NOx), protection of natural resources, water quality, wastewater discharges, and management of hazardous and toxic substances and solid wastes and soils. The EPA has recently adopted and implemented new environmental regulations, which include regulations that govern the emission of NOx, ozone, fine particulates, and other air pollutants under the Clean Air Act through the NAAQS, climate change, other air quality regulations, and water quality regulations. For example, in 2024, the EPA revised the effluent guidelines for steam electric generating plants, published a final rule lowering the PM limit under the MATS, lowered the primary (health-based) annual PM 2.5 NAAQS, published the Greenhouse Gas Power Plant Rule for fossil-fired steam generating units, issued a final Mandatory Greenhouse Gas Reporting Rule, and finalized a rule for CCR that applies to landfills, historic fill sites, and projects where CCR was placed at a power plant site. Some of these rules could be challenged or reviewed by agencies under the new presidential administration, which creates additional uncertainty. As a result of these potential challenges and reviews, existing environmental laws and regulations may be revised or new laws or regulations may be adopted at the federal, state, or local level.
Certain of our service territory is located in areas that, in December 2024, were determined to be in "serious" nonattainment status under the EPA's ozone standard. ThisIn February 2025, the State of Wisconsin filed a petition for review of this classification in the U.S. Court of Appeals for the Seventh Circuit. Wisconsin subsequently moved for a stay of the reclassification, which was granted in September 2025, pending the Court’s review. As a result, southeast Wisconsin has returned to "moderate" status while the underlying lawsuit proceeds. A nonattainment status of "serious" could affect future permitting activities for our facilities, including additional costs associated with more strenuous emission control requirements or the need to purchase emission reduction credits. In addition, economic growth in these areas may be constrained by the inability to obtain the required permits, limiting investment and expansion over the coming years, includingimpacting our ability to execute on our capital plan.
We incur significant capital costs and expend operating resources to comply with environmental laws, regulations, and requirements, including costs associated with the installation of pollution control equipment; operating restrictions on our facilities; and environmental monitoring, emissions fees, and permits at our facilities. The operation of emission control equipment and compliance with rules regulating our intake and discharge of water could also increase our operating costs and reduce the generating capacity of our power plants. These regulations may create substantial additional costs in the form of taxes or emission allowances and could affect the availability and/or cost of fossil fuels and our ability to continue operating certain generating units. Failure to comply with these laws, regulations, and requirements, even if caused by factors beyond our control, may result in the assessment of civil or criminal penalties and fines. We continue to assess the potential cost of complying,compliance, and to explore different compliance alternatives in order to comply, with these and other environmental regulations. The cost of compliance with these regulations, and other factors, has resulted in certain of our coal-fired electric generating facilities being retired or converted to an alternative type of fuel, and may impact the future operations of our existing fossil-fueled generation.
As a result of these compliance costs and other factors, certain of our coal-fired electric generating facilities have become uneconomical to maintain and operate, which has resulted in these units being retired or converted to an alternative type of fuel. As part of WEC Energy Group's commitment to a cleaner energy future, we have already retired nearly 2,100 MWs of fossil-fueled generation since the beginning of 2018. WEC Energy Group expects to retire approximately 1,200 MWs of additional coal-fired generation by the end of 2031, and plans to replace a portion of the retired capacity by building and owning zero-carbon-emitting renewable and reliable, efficient natural gas generation facilities. We have also started implementing co-firing with natural gas at certain of our coal-fired units and are evaluating the conversion to natural gas.
Our operations, capital expenditures, and financial results may be affected by the impact of greenhouse gas legislation, regulation, and our emission reduction goals.goal.
There has been significant attention to issues concerning climate change as well as activism from certain stakeholders, including institutional investors and other sources of financing, to accelerate the transition to lower and limit GHG emissions. The EPA and some states have adopted and are implementing regulations to restrict emissions of GHGs. There have also been increasing efforts to introduce and adopt electrification initiatives and/or mandates and other efforts to reduce or eliminate reliance on natural gas as an energy source.
There has been significant attention to issues concerning climate change as well as activism from certain stakeholders, including institutional investors and other sources of financing, to accelerate the transition to limit GHG emissions. Although the EPA is pursuing a large deregulatory effort of GHG laws and regulations, significant laws and regulations restricting emissions of GHGs continue to impact our current and planned operations. Costs associated with such legislation, regulation, and our emission reduction goalsgoal could be significant within our electric and natural gas operations. New or additional restrictive GHG regulations, at either the federallegislation or state level,regulations may cause our environmental compliance spending to differ materially from the amounts currently estimated. There is no guarantee that we will be allowed to fully recover compliance costs incurred to comply withof these and other federal and state regulationsregulations, or that cost recovery will not be delayed or otherwise conditioned. TheseGHG regulations,legislation, regulation, or the emission reduction goal, as well as changes in the fuel markets and advances in technology,technology could make additional electric generating units uneconomic to maintain or operate,maintain, may impact how we operate our existing fossil-fueled power plants and biomass facility, and could cause us to retire and replace units earlier than planned under the WEC Energy Group capital plan, which could lead to a possible loss on abandonment and reduced revenues.
In a movement toward electrification, certain states and municipalities near our service territory have passed legislation or are considering ordinances banning natural gas used in new construction in order to limit GHG emissions. There have also been efforts to restrict residential natural gas-fired appliances. Future local, statewide, or nationwide actions like these to regulate GHG emissions in our service territories could increase the price of natural gas,gas reduceresulting thein reduced demand forfor, and revenues from, natural gas, cause us to accelerate the replacement and/or updating of our natural gas delivery system, and adversely affect our ability to operate our natural gas facilities. A significant increase in the price of natural gas may increase rates for our natural gas customers, which could also reduce natural gas demand and revenues. The adoption of electrification initiatives and/or mandates could also result in an increase in electrical demand and increased investment costs for existing or new electrical systems. These types of initiatives and/or mandates could result in increased costs associated with permitting and siting of new technologies and delayed installation and start-up timelines. In addition, financial investments in older carbon intensivecarbon-intensive technologies may not be fully realized.
WEC Energy Group has set goals to achieve reductions in carbon emissions from its electric generation fleet, which includes us, by 60% by the end of 2025 and by 80% by the end of 2030, both from a 2005 baseline. Over the longer term, the target for WEC Energy Group's generation fleet is to be net carbon neutral by 2050. WEC Energy Group has a goal to eliminate coal as an energy source by the end of 2032.
We continue to monitor the financial and operational feasibility of taking more aggressive action to further reduce GHG emissions in order to limit future global temperature increases. WEC Energy Group continues to focus on methane emission reductions by improving its natural gas distribution systems. WEC Energy Group set a target across its natural gas distribution operations, including our operations, to achieve net-zero methane emissions by the end of 2030.
WEC Energy Group has set a goal for its generation fleet, which includes us, to be net carbon neutral by the end of 2050. WEC Energy Group expects to be in a position to eliminate coal as an energy source by the end of 2032. In addition, we continue to monitor the financial and operational feasibility of taking more aggressive action to further reduce GHG emissions in order to limit future global temperature increases. The ability to achieve thesethis reductions in CO2 and methane emissionsgoal depends on many external factors, including the ability to make operating refinements, the retirement of less efficient generating units, the development of relevant energy technologies, the use of RNG throughout our natural gas utility systems,system, the ability to procure RTCs,renewable thermal credits, legislative and regulatory support for renewable generation, the ability to maintain reliability with demand growth, and the ability of WEC Energy Group to execute its capital plan. These efforts could impact how we operate our electric generating units and natural gas facilities and lead to increased competition and regulation, all of which could have a material adverse effect on our operations and financial condition. There can be no guarantee that WEC Energy Group will achieve its targets.
Tax legislation and regulations can adversely affect, among other things, our financial condition, results of operations, cash flows, liquidity, and credit ratings. In July 2025, the OBBBA was signed into law, enacting significant modifications to clean-energy tax credits previously provided under the IRA. The OBBBA provides companies the ability to earn solar and wind tax credits at current credit rates under new beginning of construction rules. Solar and wind tax incentives can be denied for energy projects that use equipment beyond statutory guidelines from prohibited foreign entities or for taxpayers that exceed certain thresholds of equity or debt held by prohibited foreign entities.
Tax legislation and regulations can adversely affect, among other things, our financial condition, results of operations, cash flows, liquidity, and credit ratings. Future changes to corporate tax rates or policies, including under Treasury Regulations and guidance issued in connection with the IRA,IRA and OBBBA, could require us to take material charges against earnings. Such changes include, among other things, increasing the federal corporate income tax rate, disallowing or limiting the use of certainsolar and wind tax incentives and other tax benefits and carryforwards, limiting interest deductions, and altering the expensing of capital expenditures. Our inability to manage these changes, an adverse determination by one of the applicable taxing jurisdictions, or additional interpretations, implementing regulations, amendments, or technical corrections by the Treasury Department, the IRS, or state income tax authorities, could significantly impact our financial results and cash flows.
In addition, we have invested, and plan to continue to invest, in renewable energy generating facilities. These facilities generate PTCs or ITCs that we can use to reduce our federal tax obligations. Under the IRA, a transferability option also allows us to sell these tax credits to third parties. This is a relatively new market that may require additional regulations and guidance from taxing authorities. The amount of tax credits we earn depends on available government incentives and policies, the amount of electricity produced, the applicable tax credit rate, or the amount of the investment in qualifying property. Any reductionsReductions or eliminations of tax credits or other governmental incentives that promote renewable energy generating facilities, includingor the repealimposition of additional taxes, tariffs, or amendmentother ofassessments portionsrelated of the IRA and the executive order issued by the new presidential administration, could make it less conducive for the development and operation ofto renewable energy facilities.projects or the equipment necessary to generate or deliver it, may limit our ability to make further investments in renewable energy generating facilities or reduce the returns on our existing investments. In addition, a variety of operating and economic factors, including transmission constraints, adverse weather conditions, and breakdown or failure of equipment, could significantly reduce the PTCs generated by the renewable projects we have invested in, resultingany of which could result in a material adverse impact on our financial condition and results of operations. The imposition of additional taxes, tariffs, or other assessments related to renewable energy projects or the equipment necessary to generate or deliver it, as well as any reductions or eliminations of tax credits or other governmental incentives that promote renewable energy generating facilities, may also limit our ability to make further investments in renewable energy generating facilities or reduce the returns on our existing investments.
We are subject to mandatory reliability and critical infrastructure protection standards established by the North American Electric Reliability Corporation and enforced by the FERC. The critical infrastructure protection standards focus on controlling access to critical physical and cybersecurity assets. Compliance with the mandatory reliability standards could subject us to higher operating costs. If we are found to be in noncomplianceNoncompliance with the mandatory reliability standards, westandards could beresult subject toin sanctions, including substantial monetary penalties, or damage to our reputation.
Public health crises, including epidemics and pandemics, and any related government responses may adversely impact the economy and financial markets and could have a variety of adverse impacts on us, including a decrease in revenues; increased bad debt expense; increases in past due accounts receivable balances; and access to the capital markets at unreasonable terms or rates.
Public health crises, including epidemics and pandemics, and any related government responses may adversely impact the economy and financial markets and could have a variety of adverse impacts on us, including a decrease in revenues; increased bad debt expense; increases in past due accounts receivable balances; and access to the capital markets at unreasonable terms or rates. These crises and any related government responses could also impair our ability to develop, construct, and operate facilities. Risks include extended disruptions to supply chains and inflation, resulting in increased costs for labor, materials, and services, which could adversely impact WEC Energy Group's ability to implement its corporate strategy. We may also be adversely impacted by labor disruptions and productivity as a result of infections, employee attrition, andor athe reduced abilityinability to replace departingor employeesmaintain asappropriate staffing. The extent to which future public health crises may affect us depends on factors beyond our knowledge or control. As a resultresult, we are unable to determine the potential impact any such public health crises may have on our business plans and operations, liquidity, financial condition, and results of employees who leave or forego employment to avoid any required precautionary measures.operations.
Despite our efforts to manage the impacts of public health crises which may occur in the future, the extent to which they may affect us depends on factors beyond our knowledge or control. As a result, we are unable to determine the potential impact any such public health crises may have on our business plans and operations, liquidity, financial condition, and results of operations.
Our operations are subject to risks arising from the reliability and safety of our electric generation, transmission, and distribution facilities, natural gas infrastructure facilities, renewable energy facilities, and other facilities, as well as the reliability of third-party transmission providers.
Our financial performance depends on the successful operation of our electric generation and transmission, natural gas and electric distribution facilities, and renewable energy facilities. The operation of these facilities involves many risks, including operator error and the breakdown or failure of equipment or processes.
Our financial performance depends on the successful operation of our electric generation and transmission, natural gas and electric distribution facilities, and renewable energy facilities. Inherent in electric generation and distribution and natural gas transportation and distribution activities are a variety of hazards and operational risks, including accidents, operator error, and the breakdown or failure of equipment or processes including leaks, accidental explosions, mechanical problems, fires, discharges or releases of toxic or hazardous substances or gases, and other environmental risks. Potential breakdown or failure may occur due to severe weather (i.e., storms, tornadoes, floods, droughts, etc.); catastrophic events (i.e., fires, earthquakes, and explosions); public health crises; significant changes in water levels in waterways; fuel supply or transportation disruptions; accidents; employee labor disputes; construction delays or cost overruns; delays in the replacement of aging infrastructure; shortages of or delays in obtaining equipment, material, and/or labor; performance below expected levels; operating limitations that may be imposed by environmental or other regulatory requirements; terrorist or other physical attacks; or cybersecurity intrusions. Any of these events could lead to substantial financial losses, including increased maintenance costs, and unanticipated capital expenditures. Because our electric generation and renewable energy facilities are interconnected with third-party transmission facilities, the operation of our facilities could also be adversely affected by events impacting their systems. Unplanned outages at our power plants may reduce our revenues, cause us to incur significant costs if we are required to operate our higher cost electric generators or purchase replacement power to satisfy our obligations, and could result in additional maintenance expenses.
The location of natural gas pipelines near populated areas could increase the level of damages resulting from these risks. Unplanned outages at our power plants may cause us to incur significant costs if we are required to operate our higher cost electric generators or purchase replacement power to satisfy our obligations. Because our electric generation and renewable energy facilities are interconnected with third-party transmission facilities, the operation of our facilities could also be adversely affected by events impacting their systems.
These hazards and operational risks could result in serious injury to employees and non-employees, loss of human life, significant damage to property, environmental pollution, and impairment of operations. They may also subject us to litigation and/or administrative proceedings from time to time, which could result in substantial monetary judgments, fines, or penalties against us, or be resolved on unfavorable terms. Any of these events could lead to substantial financial losses, including increased maintenance costs, and unanticipated capital expenditures, and a reduction of revenues, which could materially and adversely affect our results of operations, financial condition, and cash flows.
Insurance, warranties, performance guarantees, or recovery through the regulatory process may not cover any or all of these lost revenues or increased expenses, which could adversely affect our results of operations and cash flows.
Our operations are subject to various conditions that can result in fluctuations in energy sales to customers, including fluctuations in customer growth and general economic conditions in our service area, varying weather conditions, and energy conservation efforts.
•Weather conditions. Demand for electricity is greater in the summer and winter months when cooling and heating is necessary. In addition, demandDemand for natural gas peaks in the winter heating season. As a result, our overall results may fluctuate substantially on a seasonal basis.basis Inand addition,could be negatively impacted by milder temperatures during the summer cooling season and during the winter heating season may result in lower revenues and net income.season.
As part of our planning process, we estimate the impacts of changes in customer growth and general economic conditions, weather, and customer energy conservation efforts, but risks still remain. The growth of data centers and development of associated technology may make it more difficult to accurately forecast customer demand or to recover additional costs. Any of these matters, as well as any regulatory delay in adjusting rates as a result of reducedfluctuations salesin fromenergy effective conservation measuresdemand or the adoption of new technologies, could adversely impact our results of operations and financial condition. In addition, elimination or reduced financial support of programs that provide energy assistance to our customers, including the Low Income Home Energy Assistance Program, could impact the demand for energy and/or adversely impact our liquidity.
A changing climate creates uncertainty and could result in broad changes, both physical and financial in nature, to our service territory. If climate changes occur that result in extreme temperatures in our service territory, our financial results could be adversely impacted by lower electric and natural gas usage and higher natural gas costs. Our operations could be adversely affected and our facilities placed at greater risk of damage should changes in global climate produce, among other possible conditions, unusual variations in temperature and weather patterns, which could result in more intense, frequent and extreme weather events, such as storms, including derecho events, with high winds, lightning, and hail, floods, drought, wild fires, tornadoes, snow and ice storms, or abnormal levels of precipitation. An extreme weather event could result in downeddamage wiresto distribution and poles,transmission as well as damage toinfrastructure, wind and solar generation facilities, or other operating equipment. This could result in us incurring significant restoration costs and foregoing sales of energy and lost revenues. Extreme weather in summer could cause electric load to be interrupted or certain customers to be curtailed who participate in load management programs. Additionally, an extreme weather event could also cause the cost of natural gas purchased for our natural gas utility customers and for the use of fuel at our generation facilities to be temporarily driven significantly higher than our normal winter weather expectations. Although we have a regulatory mechanism in place for recovering all prudently incurred natural gas costs, our regulators could disallow recovery or order the refund of any costs determined to be imprudent.
In addition, our operations could be adversely affected and our facilities placed at greater risk of damage should changes in global climate produce, among other possible conditions, unusual variations in temperature and weather patterns, which could result in more intense, frequent and extreme weather events, such as storms, including derecho events, with high winds, lightning, and hail, floods, drought, wild fires, tornadoes, snow and ice storms, or abnormal levels of precipitation. Extreme weather may also result in unexpected increases in customer load, requiring us to procure additional power at wholesale prices for our retail operations, unpredictable curtailment of customer load by MISO to maintain grid reliability, or other grid reliability issues. Any of these events could lead to substantial financial losses including increased maintenance costs or unanticipated capital expenditures. The cost of storm restoration efforts may also not be fully recoverable through the regulatory process.
Changes in WEC Energy Group's corporate strategy to combat climate change, including mitigation and adaptation efforts and technology advancement, may materially adversely impact our results of operations and cash flows.
Our corporate strategy may be impacted by policy and legal, technology, market, and reputational risks and opportunities that are associated with the transition to lower GHG emissions. In addition, changes in policy to combat climate change, including mitigation and adaptation efforts, and technology advancement, each of which can also accelerate the implications of a transition to lower emissions, may materially adversely impact our results of operations and cash flows through significant capital expenditures and investments in renewable generation.
Our ability to execute WEC Energy Group's corporate strategy and achieve anticipated financial outcomes are influenced by the expectations of our customers, regulators, investors, and other stakeholders. Those expectations are based in part on the core fundamentals of affordability and reliability but are also increasingly focused on our ability to meet rapidly changing demands for new and varied products, services, and offerings. Additionally,Efforts to roll back certain environmental rules and social policies and programs may conflict with the risksexpectations of globalour climatecustomers, changeregulators, continuesor investors, creating additional uncertainty as we look to shapebalance our customers’stakeholders' sustainabilitycompeting goalspriorities, and energycould needs,lead asto well as the investmentlitigation and financinggovernment criteria of investors.investigations. Failure to meet these expectations or to adequately address the risks and external pressures may impact our reputation and affect our ability to achieve favorable outcomes in future rate cases or our results of operations. The new presidential administration's efforts to roll back certain climate and diversity, equity, and inclusion policies and programs may conflict with the expectations of our customers, regulators, and investors, creating additional uncertainty as we look to balance our stakeholders' competing priorities, and could lead to litigation and government investigations. Furthermore, the increasing use of social media may accelerate and increase the potential scope of negative publicity we might receive and could increase the negative impact on our reputation, business, results of operations, and financial condition.
As it relates to electric generation, a diversified fleet with increasingly clean generation resources may facilitate more efficient financing and lower costs. Conversely, jurisdictions utilizing more carbon-intensive generation such as coal may experience difficulty attracting certain investors and obtaining the most economical financing terms available.
Our operations and WEC Energy Group's corporate strategy may be adversely affected by supply chain disruptionsdisruptions, inflation, and inflation.tariffs.
Our business is dependent on the global supply chain to ensure that equipment, materials, and other resources are available to both expand and maintain services in a safe and reliable manner. Protracted,Increased expanding or escalating regional or international conflicts, including the conflicts involving Ukraine, Israel, and parts of the Middle East, as well as strained relationshipstensions between the United States and other countriescountries, relatedas towell suchas new, protracted, or escalating regional or international conflicts, could result in domestic and global supply chain disruptions that delay the delivery, or result in shortages of, materials, equipment, and other resources that are critical to our business operations. Failure to eliminate or manage the constraints in the supply chain may eventually impact the availability of items that are necessary to support normal operations as well as materials that are required to implement ourWEC Energy Group's corporate strategy for continued utility and infrastructure growth, including our renewable energy projects.
Moreover, pricesPrices of equipment, materials, and other resources have increased as a result of supply chain disruptions and may continue to increase in the future, as a result of supply chain disruptions, inflation, and tariffs. Further governmental actions related to trade policy could exacerbate global supply chain disruptions and/or inflation. Increases in inflation raise ourIncreased costs for labor, materials, and services, as a result of supply chain disruptions, inflation, or tariffs, and failure to secure these resources on economically acceptable terms, as well as any regulatory delay in adjusting rates to account for increased costs, may adversely impact our business operations, financial conditioncondition, and/or resultscapital of operations.plan.
In addition, the imposition of new tariffs, or other changes in United States trade policy, could trigger retaliatory actions by affected countries. A “trade war” of this nature or other governmental action related to tariffs or international trade agreements or policies has the potential to result in or exacerbate global supply chain disruptions and/or inflation, which could result in an adverse impact on our business operations, financial condition, and/or capital plan.
Our business requires substantial capital expenditures for investments in, among other things, capital improvements to our electric generating facilities, electric and natural gas distribution infrastructure, LNG storage, and other projects, including projects for environmental compliance. We also expect to continue constructing and investing in renewable energy and natural gas generating facilities as part of the WEC Energy Group capital plan and its goal to be net carbon neutral by the end of 2050. In addition, we continue to invest in technology and the development of software applications to support our business.
Achieving the intended benefits of any large construction project is subject to many uncertainties, some of which we will have limited or no control over, that could adversely affect project costs and completion time. Supply chain disruptions, including solar panel shortages and delays, increasing material costs, government regulations and tariffs, and other factors, could impact the timing of completion of our renewable projects. For example, the UFLPA's prohibition on imports of solar panels manufactured with certain silica-based products originating in Xinjiang, China, has and could delay the release of solar panels to us for our renewables projects. Additional risks include, but are not limited to, the ability to adhere to established budgets and time frames; the availability of labor or materials at estimated costs; the ability of contractors to perform under their contracts; strikes; adverse weather conditions; potential legal challenges; changes in applicable laws or regulations; rising interest rates; inflation; tariffs; the impact of public health crises; other governmental actions; continued public and policymaker support for such projects; and events in the global economy.
We sometimes incur significant engineering, design, and equipment costs in advance of receiving necessary regulatory approvals and/or siting or environmental permits. If any of these projects are canceled for any reason, including failure to receive necessary regulatory approvals and/or siting or environmental permits, significant cancellation penalties under the equipment purchase orders and construction contracts could occur. We may not be allowed to recover these penalties and other costs incurred in customer rates, which could have a material adverse effect on our results of operations. In addition, if any construction work or investments have already been recorded as an asset, an impairment may need to be recorded. Despite mitigation efforts we have undertaken, we may still experience significant losses or delayed recovery of these costs.
We face risks related to providing service to our large-scale customers, including potential customers under our proposed VLC and Bespoke Resources Tariffs, which could impact our business, results of operations, and financial condition.
We are engaged in discussions with a small number of customers to provide power to large-scale data centers being constructed to support AI and other technology capabilities. Because of the significant demand and energy needs associated with these facilities, extending service to these facilities requires investment in incremental electric infrastructure. Subject to pending regulatory approvals from the PSCW, we have made and will continue to make significant infrastructure investments in new solar and battery projects, natural gas power plants, and other generation and distribution assets to power and serve these large-scale data centers and other projects. Our transmission affiliate, ATC, also has made and will continue to make significant investments in additional transmission infrastructure to serve the increased customer load.
In March 2025, we filed an application with the PSCW requesting approval to implement a VLC Tariff and a Bespoke Resources Tariff. Under these proposed inter-connected tariffs, VLCs directly pay for the electricity they consume, along with the power plants and distribution facilities built to serve them and transmission costs allocated to their usage. The proposed tariffs are designed so that the costs associated with these VLCs are not subsidized by or shifted to residential or other business customers. We are incurring significant engineering, design, and equipment costs in advance of receiving approval of the tariffs as well as necessary regulatory and other approvals for the needed generation, distribution, and transmission projects. If any of these projects are canceled for any reason, including due to lower than forecasted demand or for failure to receive necessary regulatory approvals and/or siting or environmental permits, significant cancellation penalties under the equipment purchase orders and construction contracts could occur. In addition, if any construction work or investments have already been recorded as an asset, an impairment loss may need to be recorded. We may not be allowed to recover these penalties, other costs incurred, or impairment losses in customer rates, which could have a material adverse effect on our results of operations. We require VLCs to enter into payment and cancellation agreements which obligate the VLC to reimburse us for all costs associated with projects requested by the customer until service agreements are executed under the approved tariffs. Reimbursement is also required if, among other things, the VLC terminates the payment and cancellation agreement or reduces its anticipated load, or regulatory approval is not received for the construction of a project. Despite these risk mitigating efforts, we may still experience significant losses or delayed recovery of these costs. In addition, the ability to obtain regulatory approval of one or more projects and/or the VLC and Bespoke Resources Tariffs may affect our ability to recover costs with acceptable conditions for these large-scale customers.
The ability to complete large capital projects is dependent upon a number of factors, including the ability to obtain financing of such projects on satisfactory terms and conditions. Along with the significant capital spend, a portion of the expected earnings growth from these projects will result in an increase in AFUDC as part of CWIP, with recovery of these costs delayed until the capital project is placed in service. As a result of this delay in receiving cash proceeds, we may be required to issue additional debt to support these projects, which could negatively impact our earnings, balance sheet, and/or credit metrics. Other dependent factors include the ability to secure regulatory permits, secure sufficient land for the siting of power generation facilities, obtain necessary interconnection or transmission service in MISO, garner public support for these projects, and the ability of suppliers and contractors to fulfill their obligations under contracts. Successful completion of these projects may be further influenced by changes in law or regulation, such as new legislation or regulation impacting large data center cost allocation or environmental compliance requirements, trade and tariff issues, including those associated with imported solar panels, as well as supply chain delays or disruptions, workforce challenges, and other events beyond our control. If these projects are significantly delayed or become subject to cost overruns or cancellation due to these or other factors, we could incur additional costs and termination payments or face increased risk of potential write-offs of our investments in these projects. The occurrence of any of these events may materially affect the schedule, cost, and performance of these projects.
This concentration of business with a small number of customers in an industry based on emerging technologies, including AI and machine learning, presents several risks. We cannot predict the rate at which or the extent to which these emerging technologies will be broadly adopted and successful as business models. Changes in industry practice or advances in these technologies could reduce the demand for electricity to power data centers. Significant capital spend to build out required infrastructure or a downturn in business could cause the loss of these customers or may weaken their financial condition, liquidity and/or creditworthiness, including their ability to satisfy their reimbursement obligations to us. Similarly, customers may reduce their investment in these new technologies or abandon them entirely.
Any of these situations may result in the early termination or non-renewal of these customers’ electric service agreements or renewal on terms less favorable to us. Electric service agreements with these customers include provisions for early termination payments, but they may not fully protect against all risks. While the assets constructed to serve these customers may otherwise be useful in our utility operations, there is a risk that we may not be able to fully recover our investment in or a return on those assets.
Our business, results of operations, and financial condition could be materially adversely affected as a result of any or all of these factors.
Recent legislation,Legislation, including the IRA and the Infrastructure Investment and Jobs Act, has promoted the construction and cost-effectiveness of renewable energy generation, including distributed generation technologies for self-supply of electricity by our customers and third parties. Increased use of technologies such as private solar and battery storage in our service territories could reduce our recovery of fixed costs, could result in customers leaving the electric distribution system, and could cause an increase in customer net energy metering, which allows customers with private solar to receive bill credits for surplus power at the full retail amount. Over time, customer adoption of these technologies could result in us not being able to fully recover the costs and investment in generation.
We generate and distribute electricity and transport and distribute natural gas, which involves numerous risks that may result in accidents and other operating risks and costs.
Inherent in electric generation and distribution and natural gas transportation and distribution activities are a variety of hazards and operational risks, such as leaks, accidental explosions, mechanical problems, fires, discharges or releases of toxic or hazardous substances or gases, and other environmental risks, which could materially and adversely affect our results of operations, financial condition, and cash flows. In addition, these risks could result in serious injury to employees and non-employees, loss of human life, significant damage to property, environmental pollution, impairment of operations, and substantial losses to us. The location of natural gas pipelines near populated areas could increase the level of damages resulting from these risks. These activities may subject us to litigation and/or administrative proceedings from time to time, which could result in substantial monetary judgments, fines, or penalties against us, or be resolved on unfavorable terms. Further, delays in the replacement of aging infrastructure may lead to increased costs and disruptions in operations that could also negatively impact our financial results.
Successful implementation of our long-term business strategies, including capital investment, is dependent upon our ability to access the capital markets, including the banking and commercial paper markets, on competitive terms and rates. ContinuedAn elevationincrease of, or further increases in,in interest rates may adversely affect our results of operations and our ability to earn our approved rate of return. High interest rates may also impair our ability to cost-effectively finance capital expenditures and to refinance maturing debt.
•Changes in investment criteria of institutional investors or banks, including any policies that would limit or restrict funding for companies with fossil fuel-related investmentsbanks;
•War or the threat of war; and
Management's Discussion & Analysis (MD&A)
New heading “Supporting Economic Growth Within Our Communities”
New heading “Income Tax Expense”
New heading “Renewable Energy Legislation”
New heading “Inflation Reduction Act”
New heading “One Big Beautiful Bill Act”
New heading “Changes to United States Trade Policy (Tariff Activity)”
New heading “Income Tax Expense”
Removed heading “Creating a Sustainable Future”
Removed heading “2024 Compared with 2023”
Removed heading “2023 Compared with 2022”
Removed heading “Other Operating Expenses (includes other operation and maintenance, depreciation and amortization, and property and revenue taxes)”
Removed heading “Other Income, Net”
Removed heading “Interest Expense”
Removed heading “Petitions Before PSCW Regarding Third-Party Financed Distributed Energy Resources”
Largest changes
“In April 2025, based upon investigation in response to a new petition, the DOC reached affirmative findings that some Chinese companies had moved their solar operations to avoid penalties imposed in the first investigation, increasing tariff rates, in some cases significantly. These increased rates became effective and enforceable in May 2025 upon the USITC’s final affirmative determination. As a result of these duties, the cost and availability of solar panels in the U.S. has been impacted and the U.S. solar industry overall has experienced higher costs of materials as well as delays. …”see in full comparison
“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.”see in full comparison
“Starting in June 2024, the DOC began applying duties to certain imports of solar cells from Malaysia, Vietnam, Thailand and Cambodia, with the potential for enhanced duties in certain circumstances, based on final findings by both the DOC and the USITC in their AD/CVD investigations that Chinese manufacturers were shifting products to those four Southeast Asian countries to avoid tariffs required on products imported from China.”see in full comparison
“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. …”see in full comparison
“Changes to United States Trade Policy (Tariff Activity)”see in full comparison
“The U.S. continues to implement changes to its international trade policy including changes to tariffs, port fees and other policies relating to exports from and imports into the United States. In response to these changes, foreign governments also continue to adjust their trade policies, including the imposition of additional tariffs. There remains significant uncertainty as to the ultimate scope of the U.S. and foreign trade policies. Both the U.S. …”see in full comparison
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OurWe goalare is to continueworking to build and sustain long-term value for our customers and WEC Energy Group's shareholders by supporting economic growth in our region while focusing on the fundamentals of our business: environmental stewardship; reliability;reliability, operating efficiency;efficiency, financial discipline;discipline, environmental stewardship, exceptional customer care;care, and safety. WEC Energy Group's capital plan,plan provides a roadmap to achieve this goal. It is an aggressivea plan topremised cutupon emissions, maintainmaintaining superior reliability, deliver significantdelivering savings for customers, and growgrowing WEC Energy Group's and our investment in the future of energy.
Supporting Economic Growth Within Our Communities
Economic growth continues in our service territory. Companies are investing in major projects, including data centers and modern manufacturing facilities. WEC Energy Group anticipates electric demand growth in the years ahead from these economic developments. Microsoft has announced plans to invest over $20 billion in data centers in southern Wisconsin over the next several years, and we expect up to 2.6 GWs of load growth in the Milwaukee-to-Chicago corridor through 2030. Additionally, Vantage Data Centers plans to develop a large data center campus in Port Washington that is forecasted to add 1.3 GWs of demand through 2030. This site has the potential to add an incremental 2.2 GWs, for a total of up to 3.5 GWs over time. We are working closely with these large customers to provide power to meet this substantial projected demand. In 2025, we submitted a proposal to the PSCW for new VLC and Bespoke Resources tariffs. The proposed tariffs specifically address the unique needs of VLCs while protecting our other customers and WEC Energy Group's shareholders. See Note 24, Regulatory Environment, for more information on the VLC and Bespoke Resources tariffs.
To meet the forecasted electric demand growth in the years ahead, greater capacity will be required to provide affordable, reliable, and clean energy for our communities. WEC Energy Group's capital plan addresses that demand with a range of planned investments in natural gas-fired generation, renewables, and battery storage. WEC Energy Group plans on investing approximately $5.4 billion from 2026 to 2030 in a combination of efficient natural gas-fired generation, including:
Creating a Sustainable Future
WEC Energy Group's capital plan includes the retirement of older, fossil-fueled generation, to be replaced with zero-carbon-emitting renewables and reliable, efficient natural gas-fired generation at its electric utilities, including us. The retirements are intended to address compliance with the EPA Clean Air rules as well as 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 reliable, efficient natural gas generation should better balance supply with demand, while helping to address compliance and 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 our path toward these goals, we have started implementing co-firing with natural gas at the ERGS coal-fired units. By the end of 2030, WEC Energy Group expects to use coal as a backup fuel only, and 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 retirement of OCPP Units 5 and 6 in May 2024, the 2019 retirement of the PIPP, and the 2018 retirement of the Pleasant Prairie power plant. WEC Energy Group expects to retire approximately 1,200 MWs of additional coal-fired generation by the end of 2031, which includes the planned retirements of OCPP Units 7 and 8. See Note 8, Property, Plant, and Equipment, for more information related to the planned retirement of OCPP Units 7 and 8.
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 WPS based on specific customer needs:
•2,900 MWs of utility-scale solar;
•900 MWs of wind; and
•565 MWs of battery storage.
WEC Energy Group also plans on investing in a combination of clean, natural gas-fired generation, including:
•1,1003,300 MWs of combustion turbines to be constructed at our OCPP siteCTs (we plan on constructing a new natural gas lateral pipeline to support thisthe generationCTs planned at our OCPP site); withand
•An additional 675 MWs of combustion turbines planned; and
•128 MWs of RICE natural gas-fueled generation to be constructed in Kenosha County; with
•An additional 114180 MWs of RICE natural gas-fueled generation planned.generation.
WEC Energy Group expects to invest approximately $12.6 billion from 2026 to 2030 in regulated renewable energy in Wisconsin. WEC Energy Group's plan is to build and own zero-carbon-emitting renewable generation facilities that are anticipated to include the following investments to be made by either us or WPS based on specific customer needs:
•3,850 MWs of utility-scale solar;
•2,130 MWs of battery storage; and
•555 MWs of wind.
In May 2024, we completed the acquisition of an additional 100 MWs of West Riverside's nameplate capacity, a commercially operational dual fueled combined cycle generation facility in Beloit, Wisconsin operated by an unaffiliated utility. See Note 2, Acquisitions, for more information.
WEC Energy Group's capital plan also reflects the planned retirement of older, fossil-fueled generation, which it expects to replace with the natural gas-fired generation and zero-carbon-emitting renewables discussed above. These retirements are intended to address compliance with EPA regulations established under the CAA, as well as contribute to meeting WEC Energy Group's and our goal to reduce CO2 emissions from our electric generation. Over the long-term, the goal is to achieve net carbon neutral electric generation by the end of 2050. WEC Energy Group expects to achieve this goal by continuing to make operating refinements, retiring less efficient generating units, and executing its capital plan. WEC Energy Group expects to use coal only as a backup fuel by the end of 2030 and to be in a position to eliminate coal as an energy source by the end of 2032.
As part of our path toward this goal, we have started implementing co-firing with natural gas at the ERGS coal-fired units. Additionally, WEC Energy Group has retired nearly 2,500 MWs of fossil-fueled generation since the beginning of 2018, which includes the retirement of OCPP Units 5 and 6 in May 2024, the 2019 retirement of the PIPP, and the 2018 retirement of the Pleasant Prairie power plant. WEC Energy Group expects to retire approximately 900 MWs of additional coal-fired generation by the end of 2031, which includes the planned retirements of OCPP Units 7 and 8. See Note 8, Property, Plant, and Equipment, for more information related to the planned retirement of OCPP Units 7 and 8.
When taken together, the retirements and new investments in natural gas generation and renewables should better balance WEC Energy Group's supply with its demand, while helping to address compliance and maintaining reliable, affordable energy for our customers.
In December 2018, we received approval from the PSCW for two renewable energy pilot programs. The Solar Now pilot is expected to add a total of 35 MWs of solar generation to our portfolio, allowing non-profit and government entities, as well as commercial and industrial customers, to site utility owned solar arrays on their property. Under this program, we have energized 29 Solar Now projects and currently have another one under construction, together totaling more than 30 MWs. The second program, the DRER pilot, is designed to allow large commercial and industrial customers to access renewable resources that we would operate. The DRER pilot is intended to help these larger customers meet their sustainability and renewable energy goals, and could add up to 35 MWs of renewables to our portfolio. In July 2023, the PSCW approved the Renewable Pathway Pilot, the third renewable energy program. This program allows our commercial and industrial customers to subscribe to a portion of a utility-scale, Wisconsin-based renewable energy generating facility for up to 125 MWs. Under this program, we have signed up seven customers for a total of 59 MWs of generation capacity.
In August 2021, the PSCW approved pilot programs for us to install and maintain EV charging equipment for customers at their homes or businesses. We proposed modifications to these pilot programs, which were approved by the PSCW and implemented on January 1, 2025. 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 reducefocus on methane emissionsemission reductions by improving and upgrading its natural gas distribution system,systems and has set a target across its natural gas distribution operations to achieve net-zero methane emissions by the end of 2030. WEC Energy Group plans to achieve its net-zero goal through an effort that includes both continuous operational improvements and equipment upgrades, as well as the use ofusing RNG throughout its natural gas utility systems. In 2022, we received approval from the PSCW for an RNG pilot. The RNG supplied willis directlyreplacing replace higher emissionhigher-emission methane from natural gas that would have entered ourthe pipes. In addition, subject to regulatory approval and market conditions, we expect to procure RTCs.
In December 2023, WEC Energy Group started a pilot program with the Electric Power Research Institute and CMBlu Energy, a Germany-based designer and manufacturer, to test a new form of long-duration energy storage on the U.S. electric grid. The program will test battery system performance, including the ability to store and discharge energy for up to twice as long as the typical lithium-ion batteries in use today. WEC Energy Group expects the pilot activities to continue into 2025.
Below are a few examples of the projects that are proposed, currently underway, or recently completed.
We constructed an LNG facility that was placed into commercial operation in November 2023. The facility will provide approximately one Bcf of natural gas supply to meet anticipated peak demand without requiring the construction of additional interstate pipeline capacity.
In•The AprilPSCW 2024,approved we filed aour request with the PSCW to construct an LNG facility with a storage capacity of two Bcf, which wouldwill be located on the OCPP site. In addition, 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 another 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.
•The WEC Energy Group capital plan includes $2.9 billion of investments in BESSs from 2026 to 2030, which are intended to capture excess power and release it during peak demand or when power is limited due to weather or other unexpected disruptions.
•We continue to upgrade our electric and natural gas distribution systems to enhance reliability and systemstorm 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.
WEC Energy Group expects to spend approximately $7.1 billion and $4.7 billion on reliability related to natural gas and electric distribution projects, respectively, from 2026 to 2030, with continued investment over the next decade. For more details, see Liquidity and Capital Resources – Cash Requirements – Significant Capital Projects.
For more details, see Liquidity and Capital Resources – Cash Requirements – Significant Capital Projects.
We continually look for ways to optimize the operating efficiency of our company and will continue to do so under the WEC Energy Group capital plan. For example, we are making progress on our AMIadvanced metering infrastructure 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 disconnectscustomer and reconnectsconnections and enhances outage management capabilities.
Through WEC Energy Group's multiyear Energy Delivery Program, we are planning to implement capabilities and standard processes for customer service, natural gas and electric operations, work management, and field operations. This includes improvements to outage management, geographic information systems, and work and asset management systems, as well as the implementation of new capabilities through advanced distribution management systems.
WEC Energy Group continues to focus on integrating the resources of all its businesses and findingimproving its business processes to find the best and most efficient processes.processes possible, including evaluating the use of AI tools. WEC Energy Group expects these efforts to continue to drive operational efficiency and to put it in a position to effectively support plans for future growth.
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 work to earn allowed rates of return through a focus on cost control and strategic investment.
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 West Riverside. See Note 3, Disposition, for more information on the disposal of real estate.information.
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. To further protect public safety, we monitor the integrity of our distribution systems, have emergency response and business continuity plans in place, and provide key safety information to customers, contractors, and first responders.
The following discussion and analysis of our Results of Operations includes comparisons of our results for the year ended December 31, 2025 with the year ended December 31, 2024. For a similar discussion that compares our results for the year ended December 31, 2024 with the year ended December 31, 2023, see Item 7. Management's Discussion and forAnalysis theof yearFinancial endedCondition Decemberand 31,Results 2023of Operations - Results of Operations in Part II of our 2024 Annual Report on Form 10-K, which was filed with the yearSEC endedon DecemberFebruary 31,21, 2022.2025.
Our earnings for the year ended December 31, 2023 were $480.6 million, compared with $396.7 million for the year ended December 31, 2022. See below for additional information on the $83.9 million increase in earnings.
(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 2024, 2023,2025 and 2022,2024, $366.8$403.2 million, $339.0 million,million and $340.0$366.8 million, respectively, of costs were billed to us by transmission providers.
During 2022, we amortized $62.0 million of the regulatory liability associated with our transmission escrow to offset certain 2022 revenue deficiencies, as approved by the PSCW in order to forego filing for 2022 base rate increases. This amortization drove the lower transmission expense during 2022.
(2) Represents costs associated with the We Power generation units, including operating and maintenance costs we recognized. During 2024, 2023, and 2022, $115.8 million, $124.5 million, and $121.7 million, respectively, of costs were billed to or incurred by us related to the We Power generation units, with the difference in costs billed or incurred and expenses recognized, either deferred or deducted from the regulatory asset.
(32) Regulatory amortizations and other pass through expenses are substantially offset in margins and therefore do not have a significant impact on net income. Effective January 1, 2023, the PSCW approved escrow accounting for pension and OPEB costs. As a result, we defer as a regulatory asset or liability, the difference between these actual costs and those included in rates until recovery or refund is authorized in a future rate proceeding.
(3) Represents costs associated with the We Power generation units, including operating and maintenance costs we recognized. During 2025 and 2024, $125.1 million and $115.8 million, respectively, of costs were billed to or incurred by us related to the We Power generation units, with the difference in costs billed or incurred and expenses recognized, either deferred or deducted from the regulatory asset.
(4) Represents operation and maintenance associated with the earnings sharing mechanism we have in place. In 2024, earnings sharing was reduced by the impact of the deferral of amounts collected in rates related to Badger Hollow II prior to its in-service date, which was delayed, as approved by the PSCW in the Wisconsin limited rate case reopener effective January 1, 2024. See Note 24, Regulatory Environment, for more information.
(1) Normal degree days are based on a 20-year moving average of monthly temperaturestemperature readings from MitchellNational InternationalOceanic Airportand inAtmospheric Milwaukee,Administration Wisconsin.weather stations within our service territory.
2024 Compared with 2023
•A $39.3 million year-over-year positive impact from collections of fuel and purchased power costs. Under the Wisconsin fuel rules, our margins are impacted by under- or over-collections of certain fuel and purchased power costs that are within a 2% price variance from the costs included in rates, and the remaining variance above or below the 2% is generally deferred for either future recovery from or refund to customers.
•A $14.9$260.4 million increase in margins driven by the impact of our limited rate case re-openerorder approved by the PSCW, effective January 1, 2024.2025. ThisSee amountNote includes24, aRegulatory negativeEnvironment, impactfor frommore amortization of unprotected excess deferred tax benefits related to 2023, which was approved in a previous rate order from the PSCW and is offset in income taxes.information.
•A $12.7$64.1 million increase in margins related to higher retail sales volumes, driven by ourthe electricimpact residentialof andcolder commercial and industrial customersweather during 2024,2025, compared with 2023.2024. As measured by heating degree days, 2025 was 28.0% colder than 2024.
•A $6.9$6.0 million increasedecrease in revenues primarily related to third-party use of our assets.
•A $5.1 million decrease in margins driven by higher ash removal costs at certain of our plants.
•Higher margins of $5.0 million related to wholesale sales volumes.
•A $2.9 million increase in securitization revenues during 2024, compared with 2023, related to an environmental control charge collected from our retail electric distribution customers on behalf of WEPCo Environmental Trust. These revenues are offset in depreciation and amortization expenses as well as interest expense.
What changed in the latest 10-Q
Risk Factors
There were no material changes from the risk factors disclosed in Item 1A. Risk Factors in Part I of our 2025 Annual Report on Form 10-K.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Non-GAAP Financial Measures”
New heading “Utility Segment Contribution to Net Income Attributed to Common Shareholder”
New heading “Gross Margin GAAP and Utility Margin Non-GAAP”
New heading “Other Operating Expenses (includes other operation and maintenance, depreciation and amortization, and property and revenue taxes)”
New heading “Other Income, Net”
New heading “Interest Expense”
New heading “Income Tax Expense”
New heading “SIX MONTHS ENDED JUNE 30, 2026”
New heading “Very Large Customer and Bespoke Resources Collateral Requirements”
Largest changes
“We have incurred significant costs to construct generation, transmission and distribution assets that will be used to provide energy and capacity to Oracle America Cloud Services LLC ("OACS"), which will be taking service under the recently approved VLC and Bespoke Resources tariffs. Following a recent credit rating downgrade of its parent, our contracts require additional collateral to secure our current and projected credit exposure. The amount of collateral required increases as additional project costs are incurred. …”see in full comparison
“Other Operating Expenses (includes other operation and maintenance, depreciation and amortization, and property and revenue taxes)”see in full comparison
“Utility Segment Contribution to Net Income Attributed to Common Shareholder”see in full comparison
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We are an electric and natural gas utility and a wholly owned subsidiary of WEC Energy Group, and derive revenues from the distribution and sale of electricity and natural gas to retail customers in Wisconsin. We also provide wholesale electric service to numerous utilities and cooperatives for resale. We conduct our business primarily through our utility reportable segment. See Note 16,17, Segment Information, for more information on our reportable business segments.
Economic growth continues in our service territory. Companies are investing in major projects, including data centers and modern manufacturing facilities. WEC Energy Group anticipates electric demand growth in the years ahead from these economic developments. Microsoft has announced plans to invest over $20 billion in data centers in southeastern Wisconsin over the next several years, and we expect up to 2.6 GWs of load growth in the Milwaukee-to-Chicago corridor through 2030. The first phase of the project went into service in April 2026. Additionally, Vantage Data Centers planis to developdeveloping a large data center campus in Port Washington that is forecasted to add 1.3 GWs of demand through 2030. This site has the potential to add an incremental 2.2 GWs, for a total of up to 3.5 GWs over time. We are working closely with these large customers to provide power to meet this substantial projected demand. OnIn April 24,May 2026, we received verbal approval from the PSCW forapproved new VLC and Bespoke Resources tariffs.tariffs, These tariffswhich specifically address the unique needs of VLCs while protecting our other customers and WECshareholders. EnergySubsequent Group'sto shareholders.its approval, Microsoft entered into a service agreement to obtain service under the VLC tariff. See Note 20,21, Regulatory Environment, for more information on the VLC and Bespoke Resources tariffs.
To meet the forecasted electric demand growth in the years ahead, greater capacity will be required to provide affordable, reliable, and clean energy for our communities. WEC Energy Group's capital plan addresses that demand with a range of planned investments in natural gas-fired generation, renewables, and battery storage. WEC Energy Group plans on investing approximately $5.4$6.1 billion from 2026 to 2030 in a combination of efficient natural gas-fired generation,generation and related infrastructure, including the following investments to be made by either us or WPS based on specific customer needs:
THREE MONTHS ENDED MARCHJUNE 31,30, 2026
Our earnings for the firstsecond quarter of 2026 were $235.2$149.8 million, compared with $196.1$118.5 million for the same quarter in 2025. See below for information on the $39.1$31.3 million increase in earnings.
Non-GAAP Financial Measures
The discussion below addresses the contribution of our utility segment to net income attributed to common shareholder. The discussion includes financial information prepared in accordance with GAAP, as well as 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.
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.
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 Attributed to Common Shareholder
The following table compares our utility segment's contribution to net income attributed to common shareholder for the second quarter of 2026, with the same quarter in 2025, including favorable or better, "B", and unfavorable or worse, "W", variances.
(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:
(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 second quarter of 2026 and 2025, $127.3 million and $104.3 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.
(3)Represents costs associated with the We Power generation units, including operating and maintenance costs we recognized. During the second quarter of 2026 and 2025, $30.1 million and $32.9 million, respectively, of costs were billed to or incurred by us related to the We Power generation units, with the difference in costs billed or incurred and expenses recognized, either deferred or deducted from the regulatory asset or liability.
The following tables provide information on delivered sales volumes by customer class and weather statistics:
(1)Normal degree days are based on a 20-year moving average of monthly temperature readings from National Oceanic and Atmospheric Administration weather stations within our service territory.
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).
(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; costs associated with the We Power 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 $28.9 million during the second quarter of 2026, compared with the same quarter in 2025, and utility margin (non-GAAP) increased $52.3 million during the second quarter of 2026, compared with the same quarter in 2025. Both measures were driven by:
•A $36.3 million increase in margins driven by the impact of our rate order approved by the PSCW, effective January 1, 2026. See Note 24, Regulatory Environment, in our 2025 Annual Report on Form 10-K, for more information.
•A current return of $10.8 million consisting of carrying costs earned during the construction of certain bespoke resources assigned to our VLCs during the second quarter of 2026. See Note 3, Operating Revenues, for more information.
•A $3.4 million net increase in margins related to sales volumes, including a $19.7 million impact related to weather-normalized customer growth, driven by the impact of our VLCs. This increase was partially offset by a $16.3 million impact from unfavorable spring weather during the second quarter of 2026, compared with the same quarter in 2025. As measured by heating degree days, the second quarter of 2026 was 20.4% warmer than the same quarter in 2025. As measured by cooling degree days, the second quarter of 2026 was 23.9% colder than the same quarter in 2025.
Additionally, the smaller increase in gross margin (GAAP) as compared with the increase in utility margin (non-GAAP), was driven by the following items that are further described in Other Operating Expenses below:
•An $11.1 million increase in depreciation and amortization expense; and
•An $8.1 million increase in transmission expense.
Other Operating Expenses (includes other operation and maintenance, depreciation and amortization, and property and revenue taxes)
Other operating expenses at the utility segment increased $49.9 million during the second quarter of 2026, compared with the same quarter in 2025. The significant factors impacting the increase in other operating expenses were:
•A $29.1 million increase in regulatory amortizations and other pass through expenses, as discussed in the notes under the other operation and maintenance table above.
•An $11.1 million increase in depreciation and amortization expense, driven by assets being placed into service as we continue to execute on our capital plan.
•An $8.1 million increase in transmission expense as approved by the PSCW in our rate order, effective January 1, 2026. See the notes under the other operation and maintenance table above for more information.
Other Income, Net
Other income, net at the utility segment increased $28.3 million during the second quarter of 2026, compared with the same quarter in 2025, driven by a $27.7 million positive impact from higher AFUDC-Equity due to continued capital investment.
Interest Expense
Interest expense at the utility segment increased $1.2 million during the second quarter of 2026, compared with the same quarter in 2025, driven by the impact of our long-term debt issuances in September and December 2025 and March and June 2026 and higher average short-term debt balances. These increases were substantially offset by AFUDC-Debt that was $13.5 million higher quarter-over-quarter due to continued capital investment, in addition to lower interest expense on finance lease liabilities, primarily related to the We Power leases, as finance lease liabilities decrease each year as payments are made.
Income Tax Expense
Income tax expense at the utility segment decreased $1.8 million during the second quarter of 2026, compared with the same quarter in 2025. This decrease was driven by:
•A $5.4 million increase in income tax benefits associated with AFUDC-Equity, driven by continued capital investment;
•A $2.4 million increase in income tax benefits associated with certain tax-related regulatory deferrals; and
•A $0.9 million increase in PTCs.
Partially offsetting these favorable income tax variances was higher pre-tax income.
See Note 12, Income Taxes, for more information.
SIX MONTHS ENDED JUNE 30, 2026
Earnings
Our earnings for the six months ended June 30, 2026 were $385.0 million, compared to $314.6 million for the same period in 2025. See below for information on the $70.4 million increase in earnings.
The following table compares our utility segment's contribution to net income attributed to common shareholder for the firstsix quartermonths ofended June 30, 2026, with the same quarterperiod in 2025, including favorable or better, "B", and unfavorable or worse, "W", variances.
(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 firstsix quartermonths ofended June 30, 2026 and 2025, $107.2$234.5 million and $95.6$199.9 million, respectively, of costs were billed to us by transmission providers.
(3)Represents costs associated with the We Power generation units, including operating and maintenance costs we recognized. During the firstsix quartermonths ofended June 30, 2026 and 2025, $34.9$65.0 million and $27.1$60.0 million, respectively, of costs were billed to or incurred by us related to the We Power generation units, with the difference in costs billed or incurred and expenses recognized, either deferred or deducted from the regulatory asset.asset or liability.
Gross margin (GAAP) at the utility segment increased $37.3$66.2 million during the firstsix quartermonths ofended June 30, 2026, compared with the same quarterperiod in 2025, and utility margin (non-GAAP) increased $62.4$114.7 million during the firstsix quartermonths ofended June 30, 2026, compared with the same quarterperiod in 2025. Both measures were driven by:
•A $53.5$90.0 million increase in margins driven by the impact of our rate order approved by the PSCW, effective January 1, 2026. See Note 24, Regulatory Environment, in our 2025 Annual Report on Form 10-K, for more information.
•A current return of $4.3$15.1 million consisting of carrying costs earned during the construction of certain bespoke resources assigned to our VLCs during the firstsix quartermonths ofended June 30, 2026.
•A $4.1 million net increase in margins related to sales volumes, including a $26.1 million impact related to weather-normalized customer growth, driven by the impact of our VLCs. This increase was partially offset by a $22.0 million impact from unfavorable weather during the six months ended June 30, 2026, compared with the same period in 2025. As measured by heating degree days, the six months ended June 30, 2026 were 7.8% warmer than the same period in 2025. As measured by cooling degree days, the six months ended June 30, 2026 were 23.9% colder than the same period in 2025.
•A $14.5$25.6 million increase in depreciation and amortization expense; and
•AnA $8.0$16.1 million increase in transmission expense.expense;
•A $5.3 million increase in property and revenues taxes; and
•A partially offsetting $4.5 million decrease in other operating and maintenance related to our power plants.
Other operating expenses at the utility segment increased $49.7$99.6 million during the firstsix quartermonths ofended June 30, 2026, compared with the same quarterperiod in 2025. The significant factors impacting the increase in other operating expenses were:
•AnA $8.0$16.1 million increase in transmission expense as approved by the PSCW in our rate order, effective January 1, 2026. See the notes under the other operation and maintenance table above for more information.
WELPP insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding WELPP (13F)
None of the 59 investors we track reported a position in their latest 13F.