CORPORATE DEVELOPMENTS



The following discussion should be read in conjunction with the accompanying
unaudited financial statements and related notes and our 2022 Annual Report on
Form 10-K.

Introduction

We are 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 15, Segment Information, for more information on
our reportable business segments.

Corporate Strategy



Our goal is to continue to build and sustain long-term value for our customers
and WEC Energy Group's shareholders by focusing on the fundamentals of our
business: environmental stewardship; reliability; operating efficiency;
financial discipline; exceptional customer care; and safety. WEC Energy Group's
capital investment plan for efficiency, sustainability and growth, referred to
as its ESG Progress Plan, provides a roadmap to achieve this goal. It is an
aggressive plan to cut emissions, maintain superior reliability, deliver
significant savings for customers, and grow WEC Energy Group's and our
investment in the future of energy.

Throughout its strategic planning process, WEC Energy Group takes into account
important developments, risks and opportunities, including new technologies,
customer preferences and affordability, energy resiliency efforts, and
sustainability.

Creating a Sustainable Future

WEC Energy Group's ESG Progress Plan includes the retirement of older,
fossil-fueled generation, to be replaced with zero-carbon-emitting renewables
and clean natural gas-fired generation at its electric utilities, including us.
When taken together, the retirements and new investments should better balance
supply with demand, while maintaining reliable, affordable energy for our
customers. The retirements will contribute to meeting WEC Energy Group's and our
goals to reduce CO2 emissions from electric generation.

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 making operating refinements, retiring less efficient generating units, and
executing its capital plan. Over the longer term, the target for its generation
fleet is net-zero CO2 emissions by 2050.

As part of the path toward these goals, we are exploring 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 WEC Energy Group believes it will be in a
position to eliminate coal as an energy source by the end of 2035.

WEC Energy Group already has retired more than 1,900 MWs of coal-fired
generation since the beginning of 2018, which included the 2019 retirement of
the Presque Isle power plant as well as the 2018 retirement of the Pleasant
Prairie power plant. Through the ESG Progress Plan, WEC Energy Group expects to
retire approximately 1,500 MWs of additional fossil-fueled generation by the end
of 2026, which includes the planned retirement in 2024-2025 of OCPP Units 5-8.

In addition to retiring these older, fossil-fueled plants, WEC Energy Group
expects to invest approximately $5.4 billion from 2023-2027 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:

•1,900 MWs of utility-scale solar;
•700 MWs of battery storage; and
•700 MWs of wind.

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WEC Energy Group also plans on investing in a combination of clean, natural
gas-fired generation, made by either us or WPS based on specific customer needs,
including:

•100 MWs of RICE natural gas-fueled generation; and •the planned purchase of up to 200 MWs of capacity in West Riverside - a combined cycle natural gas plant recently completed by Alliant Energy in Wisconsin.

For more details, see Liquidity and Capital Resources - Cash Requirements - Significant Capital Projects.



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 25 Solar Now
projects and currently have another four under construction, together totaling
more than 30 MWs. The second program, the Dedicated Renewable Energy Resource
(DRER) pilot, would allow large commercial and industrial customers to access
renewable resources that we would operate, and was adjusted down from 150 MWs to
up to 35 MWs of renewables that could be added to our portfolio. The DRER pilot
would help these larger customers meet their sustainability and renewable energy
goals.

In August 2021, the PSCW approved pilot programs for us to install and maintain
EV charging equipment for customers at their homes or businesses. The programs
provide direct benefits to customers by removing cost barriers associated with
installing EV equipment. In October 2021, subject to the receipt of any
necessary regulatory approvals, WEC Energy Group pledged to expand the EV
charging network within its utilities' electric service territories. In doing
so, WEC Energy Group joined a coalition of utility companies in a unified effort
to make EV charging convenient and widely available throughout the Midwest. The
coalition WEC Energy Group joined is planning to help build and grow EV charging
corridors, enabling the general public to safely and efficiently charge their
vehicles.

WEC Energy Group also continues to reduce methane emissions by improving its
natural gas distribution system, and has set a target across its natural gas
distribution operations to achieve net-zero methane emissions by the end of
2030. WEC Energy Group plans to achieve its net-zero goal through an effort that
includes both continuous operational improvements and equipment upgrades, as
well as the use of RNG throughout its natural gas utility systems. In 2022, we
received approval from the PSCW for an RNG pilot associated with our natural gas
distribution system.

WEC Energy Group is planning a pilot program for the fourth-quarter of 2023 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.

Reliability

We have made significant reliability-related investments in recent years, and in accordance with the ESG Progress Plan, expect to continue strengthening and modernizing our generation fleet, as well as our electric and natural gas distribution networks to further improve reliability.

We received approval to construct an LNG facility to meet anticipated peak demand. Commercial operation of the LNG facility is targeted for the end of 2023.

For more details, see Liquidity and Capital Resources - Cash Requirements - Significant Capital Projects.

Operating Efficiency



We continually look for ways to optimize the operating efficiency of our company
and will continue to do so under the ESG Progress Plan. For example, we are
making progress on our AMI program, replacing aging meter-reading equipment on
both our network and customer property. An integrated system of smart meters,
communication networks, and data management programs enables two-way
communication between us and our customers. This program reduces the manual
effort for disconnects and reconnects and enhances outage management
capabilities.

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

Financial Discipline

A strong adherence to financial discipline is essential to meeting our earnings projections and maintaining a strong balance sheet, stable cash flows, and quality credit ratings.



We follow an asset management strategy that focuses on investing in and
acquiring assets consistent with our strategic plans, as well as disposing of
assets, including property, plants, and equipment, that are no longer strategic
to operations, are not performing as intended, or have an unacceptable risk
profile. See Note 2, Acquisitions, for more information on our acquisition of
Whitewater and pending acquisition of West Riverside.

Exceptional Customer Care



Our approach is driven by an intense focus on delivering exceptional customer
care every day. We strive to provide the best value for our customers by
demonstrating personal responsibility for results, leveraging our capabilities
and expertise, and using creative solutions to meet or exceed our customers'
expectations.

A multiyear effort is driving a standardized, seamless approach to digital
customer service across all of the WEC Energy Group companies. It has moved all
utilities, including us, to a common platform for all customer-facing
self-service options. Using common systems and processes reduces costs, provides
greater flexibility and enhances the consistent delivery of exceptional service
to customers.

Safety

Safety is one of our core values and a critical component of our culture. We are
committed to keeping our employees and the public safe through a comprehensive
corporate safety program that focuses on employee engagement and elimination of
at-risk behaviors.

Under our "Target Zero" mission, we have an ultimate goal of zero incidents,
accidents, and injuries. Management and union leadership work together to
reinforce the Target Zero culture. We set annual goals for safety results as
well as measurable leading indicators, in order to raise awareness of at-risk
behaviors and situations and guide injury-prevention activities. All employees
are encouraged to report unsafe conditions or incidents that could have led to
an injury. Injuries and tasks with high levels of risk are assessed, and
findings and best practices are shared across the WEC Energy Group companies.

Our corporate safety program provides a forum for addressing employee concerns,
training employees and contractors on current safety standards, and recognizing
those who demonstrate a safety focus.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2023

Earnings



Our earnings for the first quarter of 2023 were $121.7 million, compared with
$138.5 million for the same quarter in 2022. See below for information on the
$16.8 million decrease in earnings.

Expected 2023 Annual Effective Tax Rate



We expect our 2023 annual effective tax rate to be between 22.5% and 23.5%. Our
effective tax rate calculations are revised every quarter based on the best
available year-end tax assumptions, adjusted in the following year after returns
are filed. Tax accrual estimates are trued-up to the actual amounts claimed on
the tax returns and further adjusted after examinations by taxing authorities,
as needed.

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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 electric margins and
natural gas margins, which are not measures of financial performance under GAAP.
Electric margins (electric revenues less fuel and purchased power costs) and
natural gas margins (natural gas revenues less cost of natural gas sold) are
non-GAAP financial measures because they exclude other operation and maintenance
expense, depreciation and amortization, and property and revenue taxes.

We believe that electric and natural gas margins provide 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
electric and natural gas margins internally when assessing the operating
performance of our utility segment as these measures exclude the majority of
revenue fluctuations caused by changes in these expenses. Similarly, the
presentation of electric and natural gas margins herein is intended to provide
supplemental information for investors regarding our operating performance.

Our electric margins and natural gas margins may not be comparable to similar
measures presented by other companies. Furthermore, these measures are not
intended to replace operating income as determined in accordance with GAAP as an
indicator of operating performance. Our utility segment operating income for the
three months ended March 31, 2023 and 2022 was $257.4 million and $289.1
million, respectively. The discussion below includes a table that provides the
calculation of electric margins and natural gas margins, along with a
reconciliation to the most directly comparable GAAP measure, operating income.

Utility Segment Contribution to Net Income Attributed to Common Shareholder

The following table compares our utility segment's contribution to net income for the first quarter of 2023, with the same quarter in 2022, including favorable or better, "B", and unfavorable or worse, "W", variances.



                                                          Three Months Ended March 31
(in millions)                                            2023             2022         B (W)
Electric revenues                                 $    847.7            $ 835.5      $  12.2
Fuel and purchased power                               286.8              279.8         (7.0)
Total electric margins                                 560.9              555.7          5.2

Natural gas revenues                                   244.2              236.5          7.7
Cost of natural gas sold                               157.7              164.4          6.7
Total natural gas margins                               86.5               72.1         14.4

Total electric and natural gas margins                 647.4              

627.8 19.6



Other operation and maintenance                        232.3              192.6        (39.7)
Depreciation and amortization                          127.8              119.1         (8.7)
Property and revenue taxes                              29.9               27.0         (2.9)
Operating income                                       257.4              289.1        (31.7)

Other income, net                                       15.1               10.6          4.5
Interest expense                                       117.8              113.4         (4.4)
Income before income taxes                             154.7              186.3        (31.6)

Income tax expense                                      32.7               47.5         14.8
Preferred stock dividends of subsidiary                  0.3                0.3            -
Net income attributed to common shareholder       $    121.7            $ 138.5      $ (16.8)



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

                                                                       Three Months Ended March 31
(in millions)                                                 2023                    2022                B (W)
Operation and maintenance not included in line
items below                                           $       81.3               $      78.9          $      (2.4)
Transmission (1)                                              90.6                      68.9                (21.7)
We Power (2)                                                  35.5                      27.6                 (7.9)
Regulatory amortizations and other pass through
expenses (3)                                                  25.1                      17.2                 (7.9)
Earnings sharing mechanism                                    (0.2)                        -                  0.2
Total other operation and maintenance                 $      232.3

$ 192.6 $ (39.7)





(1)Represents transmission expense that we are authorized to collect in rates.
The PSCW has approved escrow accounting for American Transmission Company LLC
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 first quarter of 2023 and 2022, $82.6 million and $82.9
million, respectively, of costs were billed to us by transmission providers.

(2)Represents costs associated with the We Power generation units, including
operating and maintenance costs we recognized. During the first quarter of 2023
and 2022, $26.6 million and $24.8 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.

(3)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.

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

                                                    Three Months Ended March 31
                                                        MWh (in thousands)
Electric Sales Volumes                     2023                  2022                B (W)
Customer Class
Residential                             1,881.2               1,986.6               (105.4)
Small commercial and industrial         2,087.3               2,169.0       

(81.7)


Large commercial and industrial         1,554.8               1,598.9                (44.1)
Other                                      30.2                  31.9                 (1.7)
Total retail                            5,553.5               5,786.4               (232.9)
Wholesale                                 151.2                 324.0               (172.8)
Resale                                  1,183.5               1,146.9                 36.6
Total sales in MWh                      6,888.2               7,257.3               (369.1)



                                           Three Months Ended March 31
                                               Therms (in millions)
Natural Gas Sales Volumes           2023                2022              B (W)
Customer Class
Residential                       169.1               189.8               (20.7)
Commercial and industrial          94.9               107.7               (12.8)
Total retail                      264.0               297.5               (33.5)
Transportation                     74.9                98.4               (23.5)
Total sales in therms             338.9               395.9               (57.0)



                                           Three Months Ended March 31
                                                   Degree Days
Weather (1)                               2023                  2022        B (W)
Heating (3,283 Normal)                             2,833       3,325       (14.8) %



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Table of Contents (1)Normal degree days are based on a 20-year moving average of monthly temperatures from Mitchell International Airport in Milwaukee, Wisconsin.

Electric Revenues



Electric revenues increased $12.2 million during the first quarter of 2023,
compared with the same quarter in 2022. To the extent that changes in fuel and
purchased power costs are passed through to customers, the changes are offset by
comparable changes in revenues. See the discussion of electric utility margins
below for more information related to the recovery of fuel and purchased power
costs and the remaining drivers of the changes in electric revenues.

Electric Utility Margins



Electric utility margins increased $5.2 million during the first quarter of
2023, compared with the same quarter in 2022. The significant factor impacting
the higher electric utility margins was a $60.3 million increase in margins
related to the impact of our rate order approved by the PSCW, effective January
1, 2023. See Note 23, Regulatory Environment, in our 2022 Annual Report on Form
10-K for more information on the 2023 rate order.

This increase in margins was partially offset by:



•A $29.3 million quarter-over-quarter negative impact from collections of fuel
and purchased power costs compared with costs collected in rates. 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 beyond the 2% price
variance is generally deferred for future recovery or refund to customers.

•An $18.0 million decrease in margins related to lower sales volumes, driven by
the impact of warmer winter weather during the first quarter of 2023, compared
with the same quarter in 2022. As measured by heating degree days, the first
quarter of 2023 was 14.8% warmer than the same quarter in 2022.

•Lower margins of $6.0 million driven by the expiration of a wholesale contract.

Natural Gas Revenues



Natural gas revenues increased $7.7 million during the first quarter of 2023,
compared with the same quarter in 2022. Because prudently incurred natural gas
costs are passed through to our customers in current rates, the changes are
offset by comparable changes in revenues. The average per-unit cost of natural
gas increased 9% during the first quarter of 2023, compared with the same
quarter in 2022. The remaining drivers of changes in natural gas revenues are
described in the discussion of natural gas utility margins below.

Natural Gas Utility Margins



Natural gas utility margins increased $14.4 million during the first quarter of
2023, compared with the same quarter in 2022. The most significant factor
impacting the higher natural gas utility margins was a $22.6 million increase in
margins related to the impact of our rate order approved by the PSCW, effective
January 1, 2023. This increase in margins was partially offset by a $7.1 million
decrease in margins from lower sales volumes, driven by warmer winter weather
during the first quarter of 2023, compared with the same quarter in 2022.

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

Other operating expenses at the utility segment increased $51.3 million during the first quarter of 2023, compared with the same quarter in 2022. The significant factors impacting the increase in operating expenses were:

•A $21.7 million increase in transmission expense as approved in our rate order, effective January 1, 2023. See the notes under the other operation and maintenance table above for more information.



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•An $8.7 million increase in depreciation and amortization, driven by assets
being placed into service as we continue to execute on our capital plan.

•A $7.9 million increase in regulatory amortizations and other pass through
expenses, as discussed in the notes under the other operation and maintenance
table above.

•A $7.9 million increase in other operation and maintenance expense related to
the We Power leases, as discussed in the notes under the other operation and
maintenance table above.

Other Income, Net

Other income, net increased $4.5 million during the first quarter of 2023,
compared with the same quarter in 2022, driven by higher AFUDC-Equity due to
continued capital investment. This increase was partially offset by lower net
credits from the non-service components of our net periodic pension and OPEB
costs. See Note 14, Employee Benefits, for more information on our benefit
costs.

Interest Expense



Interest expense increased $4.4 million during the first quarter of 2023,
compared with the same quarter in 2022, driven by a $500.0 million long-term
debt issuance in September 2022 and higher short-term debt interest rates. These
increases were partially offset by higher AFUDC-Debt due to continued capital
investment. 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 also contributed to the offset in interest expense.

Income Tax Expense



Income tax expense decreased $14.8 million during the first quarter of 2023,
compared with the same quarter in 2022, driven by lower pre-tax income and a
$4.6 million increase in PTCs.

LIQUIDITY AND CAPITAL RESOURCES

Overview



We expect to maintain adequate liquidity to meet our cash requirements for the
operation of our business and implementation of our corporate strategy through
the internal generation of cash from operations and access to the capital
markets.

Cash Flows



The following table summarizes our cash flows during the three months ended
March 31:

(in millions)                      2023         2022        Change in 2023 Over 2022
Cash provided by (used in):
Operating activities             $ 215.5      $ 308.2      $                   (92.7)
Investing activities              (249.3)       (99.1)                        (150.2)
Financing activities                 3.2       (199.9)                         203.1



Operating Activities

Net cash provided by operating activities decreased $92.7 million during the first quarter of 2023, compared with the same quarter in 2022, driven by:

•A $111.7 million decrease in cash driven by higher collateral paid to counterparties during the first quarter of 2023, compared with collateral received from counterparties during the same quarter in 2022, as well as realized losses on derivative instruments recognized during the first quarter of 2023, compared with realized gains recognized during the first quarter of 2022.



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•A $43.4 million decrease in cash from higher payments for other operation and
maintenance expenses. During the first quarter of 2023, our payments were higher
for charitable projects accrued for at the end of 2022 and We Power costs, as
well as due to the timing of payments to related parties for accounts payable.

•A $10.6 million decrease in cash from higher payments for interest, driven by
the issuance of long-term debt during the third quarter of 2022, and higher
short-term debt interest rates during the first quarter of 2023, compared with
the same quarter in 2022.

These decreases in net cash provided by operating activities were partially
offset by a $66.3 million increase in cash from higher overall collections from
customers during the first quarter of 2023, compared with the same quarter in
2022. This increase was driven by our rate order approved by the PSCW, effective
January 1, 2023. See Note 23, Regulatory Environment, in our 2022 Annual Report
on Form 10-K for more information on our 2023 rate order.

Investing Activities

Net cash used in investing activities increased $150.2 million during the first quarter of 2023, compared with the same quarter in 2022, driven by:

•A $69.2 million increase in cash paid for capital expenditures during the first quarter of 2023, which is discussed in more detail below.

•Insurance proceeds of $41.0 million received during the first quarter of 2022 for property damage, primarily related to the Public Service Building water damage claim.

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

Capital Expenditures

Capital expenditures for the three months ended March 31 were as follows:



(in millions)                2023         2022        Change in 2023 Over 2022
Capital expenditures       $ 208.7      $ 139.5      $                   69.2



The increase in cash paid for capital expenditures during the first quarter of
2023, compared with the same quarter in 2022, was primarily driven by higher
payments related to the new natural gas-fired generation being constructed at
WPS's existing Weston power plant site and upgrades to our electric and natural
gas distribution systems.

See Capital Resources and Requirements - Capital Requirements - Significant Capital Projects for more information.

Financing Activities

Net cash related to financing activities increased $203.1 million during the first quarter of 2023, compared with the same quarter in 2022, driven by:

•A $135.0 million increase in cash related to higher equity contributions received from our parent during the first quarter of 2023, compared with the same quarter in 2022, to balance our capital structure.



•A $50.0 million increase in cash due to lower dividends paid to our parent
during the first quarter of 2023, compared with the same quarter in 2022, to
balance our capital structure.

•A $17.8 million increase in cash due to lower net repayments of commercial paper during the first quarter of 2023, compared with the same quarter in 2022.

Significant Financing Activities

For more information on our financing activities, see Note 8, Short-Term Debt and Lines of Credit.


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Cash Requirements



We require funds to support and grow our business. Our significant cash
requirements primarily consist of capital and investment expenditures, payments
to retire and pay interest on long-term debt, the payment of common stock
dividends to our parent, and the funding of our ongoing operations. See the
discussion below and Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity and Capital Resources - Cash
Requirements in our 2022 Annual Report on Form 10-K for additional information
regarding our significant cash requirements.

Significant Capital Projects



We have several capital projects that will require significant capital
expenditures over the next three years and beyond. All projected capital
requirements are subject to periodic review and may vary significantly from
estimates, depending on a number of factors. These factors include environmental
requirements, regulatory restraints and requirements, changes in tax laws and
regulations, acquisition and development opportunities, market volatility,
economic trends, supply chain disruptions, inflation, and interest rates. Our
estimated capital expenditures and acquisitions for the next three years are
reflected below. These amounts include anticipated expenditures for
environmental compliance and certain remediation issues. For a discussion of
certain environmental matters affecting us, see Note 17, Commitments and
Contingencies.

(in millions)
2023                 $ 1,504.1   (1)
2024                   1,478.2
2025                   1,274.6
Total                $ 4,256.9

(1)This includes actual capital expenditures incurred through March 31, 2023, as well as estimated capital expenditures for the remainder of the year.



We continue to upgrade our electric and natural gas distribution systems to
enhance reliability. These upgrades include addressing our aging infrastructure
and system hardening and the AMI program. AMI is an integrated system of smart
meters, communication networks, and data management systems that enable two-way
communication between utilities and customers.

WEC Energy Group is committed to investing in solar, wind, battery storage, and clean natural gas-fired generation. Below are examples of projects that are proposed or currently underway:



•We have partnered with an unaffiliated utility to construct a utility-scale
solar project, Badger Hollow II, that will be located in Iowa County, Wisconsin.
Once constructed, we will own 100 MWs of the project. Our share of the cost of
this project is estimated to be approximately $151 million. Commercial operation
of Badger Hollow II is targeted for 2023.

•We, along with WPS and an unaffiliated utility, received PSCW approval to
acquire and construct Paris Solar-Battery Park, a utility-scale solar-powered
electric generating facility with a battery energy storage system. The project
will be located in Kenosha County, Wisconsin and once fully constructed, we will
own 150 MWs of solar generation and 82 MWs of battery storage of this project.
Our share of the cost of this project is estimated to be approximately $325
million, with construction of the solar portion expected to be completed in
2023.

•We, along with WPS and an unaffiliated utility, received PSCW approval to
acquire and construct Darien Solar-Battery Park, a utility-scale solar-powered
electric generating facility with a battery energy storage system. The project
will be located in Rock and Walworth counties, Wisconsin and once fully
constructed, we will own 188 MWs of solar generation and 56 MWs of battery
storage of this project. Our share of the cost of this project is estimated to
be approximately $335 million, with construction of the solar portion expected
to be completed in 2024.

•We, along with WPS and an unaffiliated utility, received PSCW approval to
acquire the Koshkonong Solar-Battery Park, a utility-scale solar-powered
electric generating facility with a battery energy storage system. The project
will be located in Dane County, Wisconsin and once fully constructed, we will
own 225 MWs of solar generation and 124 MWs of battery storage of this project.
Our share of the cost of this project is estimated to be approximately
$488 million, with construction of the solar portion expected to be completed in
2025.

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•We, along with WPS, received PSCW approval to construct a natural gas-fired
generation facility at WPS's existing Weston power plant site in northern
Wisconsin. The new facility will consist of seven RICE units. Once constructed,
we will own 64 MWs of this project. Our share of the cost of this project is
estimated to be approximately $85 million, with construction expected to be
completed in 2023.

•In January 2023, we, along with WPS, completed the acquisition of Whitewater, a
commercially operational 236.5 MW dual fueled (natural gas and low sulfur fuel
oil) combined cycle electrical generation facility in Whitewater, Wisconsin. Our
share of the cost of this facility was $38.0 million for 50% of the capacity.

•In February 2023, WPS, along with an unaffiliated utility, received PSCW
approval to acquire a portion of West Riverside's nameplate capacity. WPS also
received approval to assign the option to purchase part of West Riverside to us.
We will acquire 100 MWs of capacity in the first of two potential option
exercises. West Riverside is a combined cycle natural gas plant recently
completed by an unaffiliated utility in Rock County, Wisconsin. Our share of the
cost of this ownership interest is expected to be approximately $102 million,
with the transaction expected to close in the second quarter of 2023. In
addition, WPS could exercise and request approval to assign to us a second
option to acquire an additional 100 MWs of capacity. If approved, and WPS
assigns the option to us, our share of the cost of this ownership interest is
approximately $100 million, with the transaction expected to close in 2024.

In March 2022, the DOC opened an investigation into whether new tariffs should
be imposed on solar panels and cells imported from multiple southeast Asian
countries. See Factors Affecting Results, Liquidity, and Capital Resources -
Regulatory, Legislative, and Legal Matters - United States Department of
Commerce Complaint and Factors Affecting Results, Liquidity, and Capital
Resources - Regulatory, Legislative, and Legal Matters - Uyghur Forced Labor
Prevention Act for information on the potential impacts to our solar projects as
a result of the DOC investigation and CBP actions related to solar panels,
respectively. The expected in-service dates identified above already reflect
some of these impacts.

We have received approval to construct an LNG facility. The facility would
provide us with approximately one billion cubic feet of natural gas supply to
meet anticipated peak demand without requiring the construction of additional
interstate pipeline capacity. The facility is expected to reduce the likelihood
of constraints on our natural gas system during the highest demand days of
winter. The project is estimated to cost approximately $185 million. Commercial
operation of the LNG facility is targeted for the end of 2023.

Long-Term Debt

There were no material changes in our outstanding long-term debt during the three months ended March 31, 2023.

Common Stock Dividends

During the three months ended March 31, 2023, we paid common stock dividends of $60.0 million to the sole holder of our common stock, WEC Energy Group.

Other Significant Cash Requirements

See Note 17, Commitments and Contingencies, for information regarding our minimum future commitments related to purchase obligations for the procurement of fuel, power, and gas supply, as well as the related storage and transportation. There were no material changes to our other significant commitments outside the ordinary course of business during the three months ended March 31, 2023.

Off-Balance Sheet Arrangements



We are a party to various financial instruments with off-balance sheet risk as a
part of our normal course of business, including letters of credit that
primarily support our commodity contracts. We believe that these agreements do
not have, and are not reasonably likely to have, a current or future material
effect on our financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures, or capital
resources. For additional information, see Note 8, Short-Term Debt and Lines of
Credit, Note 13, Guarantees, and Note 16, Variable Interest Entities.

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Sources of Cash

Liquidity

We anticipate meeting our short-term and long-term cash requirements to operate
our business and implement our corporate strategy through internal generation of
cash from operations, equity contributions from our parent, and access to the
capital markets, which allows us to obtain external short-term borrowings,
including commercial paper, and intermediate or long-term debt securities. Cash
generated from operations is primarily driven by sales of electricity and
natural gas to our utility customers, reduced by costs of operations. Our access
to the capital markets is critical to our overall strategic plan and allows us
to supplement cash flows from operations with external borrowings to manage
seasonal variations, working capital needs, commodity price fluctuations,
unplanned expenses, and unanticipated events.

We maintain a bank back-up credit facility, which provides liquidity support for
our obligations with respect to commercial paper and for general corporate
purposes. We review our bank back-up credit facility needs on an ongoing basis
and expect to be able to maintain adequate credit facilities to support our
operations.

The amount, type, and timing of any financings for the remainder of 2023, as
well as in subsequent years, will be contingent on investment opportunities and
our cash requirements and will depend upon prevailing market conditions,
regulatory approvals, and other factors. We plan to maintain a capital structure
consistent with that approved by the PSCW. For more information on our approved
capital structure, see Item 1. Business - C. Regulation in our 2022 Annual
Report on Form 10-K.

The issuance of our securities is subject to the approval of the PSCW. Additionally, with respect to the public offering of securities, we file registration statements with the SEC under the Securities Act of 1933, as amended (1933 Act). The amounts of securities authorized by the PSCW, as well as the securities registered under the 1933 Act, are closely monitored and appropriate filings are made to ensure flexibility in the capital markets.



Although not the case as of March 31, 2023, our current liabilities sometimes
exceed our current assets. If this occurs, we do not expect that it would have
any impact on our liquidity, as we currently believe that our cash and cash
equivalents, our available capacity of $371.5 million under our existing
revolving credit facility, cash generated from ongoing operations, and access to
the capital markets are adequate to meet our short-term and long-term cash
requirements.

See Note 8, Short-Term Debt and Lines of Credit, for more information about our credit facility and commercial paper.

Investments in Outside Trusts



We maintain investments in outside trusts to fund the obligation to provide
pension and certain OPEB benefits to current and future retirees. These trusts
had investments consisting of fixed income and equity securities that are
subject to the volatility of the stock market and interest rates. For more
information, see Investments in Outside Trusts in Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Liquidity and Capital Resources - Sources of Cash in our 2022 Annual Report on
Form 10-K.

Debt Covenants

Certain of our short-term debt agreements contain financial covenants that we
must satisfy, including a debt to capitalization ratio. At March 31, 2023, we
were in compliance with all such covenants. We expect to be in compliance with
all such debt covenants for the foreseeable future. See Note 12, Short-Term Debt
and Lines of Credit, Note 13, Long-Term Debt, and Note 10, Common Equity, in our
2022 Annual Report on Form 10-K, for more information regarding our debt
covenants.

Credit Rating Risk



Cash collateral postings and prepayments made with external parties, including
postings related to exchange-traded contracts, and cash collateral posted by
external parties were immaterial as of March 31, 2023. From time to time, we may
enter into commodity contracts that could require collateral or a termination
payment in the event of a credit rating change to below BBB- at S&P Global
Ratings, a division of S&P Global Inc., and/or Baa3 at Moody's Investors
Service, Inc. If we had a sub-investment grade credit rating at March 31, 2023,
we could have been required to post $100 million of additional collateral or
other assurances pursuant to the
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terms of a PPA. We also have other commodity contracts that, in the event of a
credit rating downgrade, could result in a reduction of our unsecured credit
granted by counterparties.

In addition, access to capital markets at a reasonable cost is determined in large part by credit quality. Any credit ratings downgrade could impact our ability to access capital markets.



Subject to other factors affecting the credit markets as a whole, we believe our
current ratings should provide a significant degree of flexibility in obtaining
funds on competitive terms. However, these security ratings reflect the views of
the rating agency only. An explanation of the significance of these ratings may
be obtained from the rating agency. Such ratings are not a recommendation to
buy, sell, or hold securities. Any rating can be revised upward or downward or
withdrawn at any time by a rating agency.

FACTORS AFFECTING RESULTS, LIQUIDITY, AND CAPITAL RESOURCES



The following is a discussion of certain factors that may affect our results of
operations, liquidity, and capital resources. This discussion should be read
together with the information in Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations - Factors Affecting Results,
Liquidity, and Capital Resources in our 2022 Annual Report on Form 10-K, which
provides a more complete discussion of factors affecting us, including market
risks and other significant risks, competitive markets, environmental matters,
critical accounting policies and estimates, and other matters.

Regulatory, Legislative, and Legal Matters

Petitions Before PSCW Regarding Third-Party Financed Distributed Energy Resources



In May 2022, two petitions were filed with the PSCW requesting a declaratory
ruling that the owner of a third-party financed DER is not a "public utility" as
defined under Wisconsin law and, therefore, is not subject to the PSCW's
jurisdiction under any statute or rule regulating public utilities. The parties
that filed the petitions provide financing to their customers for installation
of DERs (including solar panels and energy storage) on the customer's property.
A DER is connected to the host customer's utility meter and is used for the
customer's energy needs. It may also be connected to the grid for distribution.

In July 2022, the PSCW found that the specific facts and circumstances merited
the opening of a docket for each petition to consider whether to grant all or
part of the requested declaratory ruling.

On December 1, 2022, the PSCW granted one petitioner's request for a declaratory
ruling, finding that the owner of the third-party financed DER at issue in the
petitioner's brief is not a public utility under Wisconsin law. The ruling was
limited to the specific facts and circumstances of the lease presented in that
petition. A recent petition by several utilities to reopen or rehear the case
expired without action by the PSCW. The second petition is also currently being
considered. Although the finding in the first petition was limited to the
specific facts and circumstances of the lease presented in that petition,
similar findings or a broader policy position could adversely impact our
business operations.

Uyghur Forced Labor Prevention Act



The CBP issued a WRO in June 2021, applicable to certain silica-based products
originating from the Xinjiang Uyghur Autonomous Region of China (Xinjiang), such
as polysilicon, included in the manufacturing of solar panels. In June 2022, the
WRO was superseded by the implementation of the UFLPA, which was signed into law
by President Biden in December 2021. The UFLPA establishes a rebuttable
presumption that any imports wholly or partially manufactured in Xinjiang are
prohibited from entering the United States. While our suppliers were able to
provide the CBP sufficient documentation to meet WRO compliance requirements,
and we expect the same will be true for UFLPA purposes, we cannot currently
predict what, if any, long-term impact the UFLPA will have on the overall supply
of solar panels into the United States and the related long-term impact to
timing and cost of our solar projects included in WEC Energy Group's capital
plan. However, we are seeing some delays in the release of solar panels by the
CBP, which are having an impact on the timing of certain of our solar projects.

United States Department of Commerce Complaint



In February 2022, a California based company filed a petition (AD/CVD) with the
DOC seeking to impose new tariffs on solar panels and cells imported from
multiple countries, including Malaysia, Vietnam, Thailand, and Cambodia. The
petitioners claimed that Chinese solar manufacturers are shifting products to
these countries to avoid the tariffs required on products imported from China
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and requested that the DOC conduct a country-wide inquiry into each of the four
countries. In March 2022, the DOC decided to act on the petition and investigate
the claim. On December 2, 2022, the DOC announced its preliminary determination
that certain companies are circumventing anti-dumping and countervailing duty
orders on solar cells and modules from China. If the DOC makes a final
determination, which is currently expected in the second quarter of 2023, that
such circumvention is occurring it would be able to apply any final tariffs
retroactively to November 4, 2021. If imposed, the new tariffs could further
disrupt the supply of solar modules to the United States, and could impact the
cost and timing of our solar projects.

In June 2022, the Biden Administration used its executive powers to issue a
24-month tariff moratorium on solar panels manufactured in Cambodia, Malaysia,
Thailand, and Vietnam. The moratorium comes as a direct response to concerns
raised about the adverse impact from the ongoing DOC complaint on the U.S. solar
industry. As the DOC will continue its investigation discussed above, companies
may still be subject to tariffs after the moratorium ends; however, U.S.
companies will reportedly be exempt from any retroactive tariffs that previously
could have applied. The Biden Administration also announced that it plans to
invoke the Defense Production Act to accelerate the production of solar panels
in the U.S. The Biden Administration's actions did not address whether WROs
applied to panels under previous complaints would be affected.

Infrastructure Investment and Jobs Act



In November 2021, President Biden signed into law the Infrastructure Investment
and Jobs Act, which provides for approximately $1.2 trillion of federal spending
over the next five years, including approximately $85 billion for investments in
power, utilities, and renewables infrastructure across the United States. We
expect funding from this Act will support the work we are doing to reduce GHG
emissions, increase EV charging, and strengthen and protect the energy grid.
Funding in the Act should also help to expand emerging technologies, like
hydrogen and carbon management, as we continue the transition to a clean energy
future. We believe the Infrastructure Investment and Jobs Act will accelerate
investment in projects that will help us meet our net zero emission goals to the
benefit of our customers, the communities we serve, and our company.

Inflation Reduction Act



In August 2022, President Biden signed into law the IRA, which provides for $258
billion in energy-related provisions over a 10-year period. The provisions of
the IRA are intended to, among other things, lower gasoline and electricity
prices, incentivize domestic clean energy investment, manufacturing, and
production, and promote reductions in carbon emissions. We believe that we and
our customers can benefit from the IRA's provisions that extend tax benefits for
renewable technologies, increase or restore higher rates for PTCs, add an option
to claim PTCs for solar projects, expand qualified ITC facilities to include
standalone energy storage, and its provision to allow companies to transfer tax
credits generated from renewable projects. The IRA also implements a 15%
corporate alternative minimum tax and a 1% excise tax on stock repurchases.
Although significant regulatory guidance is expected on the tax provisions in
the IRA, we currently believe the provisions on alternative minimum tax and
stock repurchases will not have a material impact on us. Overall, we believe the
IRA will help reduce our cost of investing in projects that will support our
commitment to reduce emissions and provide customers affordable, reliable, and
clean energy over the longer term.

Environmental Matters

See Note 17, Commitments and Contingencies, for a discussion of certain environmental matters affecting us, including rules and regulations relating to air quality, water quality, land quality, and climate change.

Market Risks and Other Significant Risks



We are exposed to market and other significant risks as a result of the nature
of our business and the environment in which we operate. These risks include,
but are not limited to, the inflation and supply chain disruptions described
below. In addition, there is continuing uncertainty over the impact that the
ongoing conflict between Russia and Ukraine will have on the global economy,
supply chains, and fuel prices. See Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations - Factors Affecting Results,
Liquidity, and Capital Resources - Market Risks and Other Significant Risks in
our 2022 Annual Report on Form 10-K for a discussion of market and other
significant risks applicable to us.

Inflation and Supply Chain Disruptions



We continue to monitor the impact of inflation and supply chain disruptions. We
monitor the costs of medical plans, fuel, transmission access, construction
costs, regulatory and environmental compliance costs, and other costs in order
to minimize
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inflationary effects in future years, to the extent possible, through pricing
strategies, productivity improvements, and cost reductions. We monitor the
global supply chain, and related disruptions, in order to ensure we are able to
procure the necessary materials and other resources necessary to both maintain
our energy services in a safe and reliable manner and to grow our infrastructure
in accordance with WEC Energy Group's capital plan. For additional information
concerning risks related to inflation and supply chain disruptions, see the
three risk factors below that are disclosed in Part I of our 2022 Annual Report
on Form 10-K.

•Item 1A. Risk Factors - Risks Related to the Operation of Our Business - Our operations and corporate strategy may be adversely affected by supply chain disruptions and inflation.



•Item 1A. Risk Factors - Risks Related to the Operation of Our Business - We are
actively involved with multiple significant capital projects, which are subject
to a number of risks and uncertainties that could adversely affect project costs
and completion of construction projects.

•Item 1A. Risk Factors - Risks Related to Economic and Market Volatility -
Fluctuating commodity prices could negatively impact our electric and natural
gas utility operations.

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

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