July 24, 2024
Xia Liu
Chief Financial Officer
WEC Energy Group, Inc.
231 West Michigan Street
Milwaukee, WI 53201
Re: WEC Energy Group, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
Filed February 22, 2024
File No. 001-01245
Dear Xia Liu:
We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment.
Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe
the comment applies to your facts and circumstances, please tell us why in your
response.
After reviewing your response to this letter, we may have additional
comments.
Form 10-K for Fiscal Year Ended December 31, 2023
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Non-GAAP Financial Measures, page 52
1. We note that your measures of the electric and natural gas margins
appear to exclude
certain amounts that would be attributable to cost of revenues and
reflected in measures of
gross margin in accordance with GAAP, such as operating and maintenance
expenses and
depreciation and amortization. Therefore, it appears that your margin
measures should be
clearly identified as non-GAAP measures and that you would need to
adhere to the
disclosure requirements in Item 10(e) of Regulation S-K. For example,
electric
gross margin and natural gas gross margin, each reflecting all costs and
expenses
applicable to revenues, would be identified as the most directly
comparable GAAP
measures in providing the disclosures required by Item 10(e)(1)(i)(A)
and
(B) of Regulation S-K; reconciliations to your non-GAAP measures should
begin with
these GAAP measures.
July 24, 2024
Page 2
In your revised disclosure, please also include analyses of the changes
in these most
directly comparable GAAP measures, similar to those provided for changes
in your non-
GAAP measures of the electric and gas margins. Please refer to Question
100.05 and
102.10(a) and (b) of the Division's Non-GAAP Financial Measures
Compliance and
Disclosure Interpretations.
Please provide a response that clearly explains how you intend to revise
your non-GAAP
and MD&A disclosures. Please note this comment also applies to the
disclosures of your
utility subsidiaries.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Please contact Myra Moosariparambil at 202-551-3796 or Craig Arakawa at
202-551-
3650 with any questions.
Sincerely,
Division of
Corporation Finance
Office of Energy &
Transportation