SEC Comment Letter 0000000000-24-008362 to WEC ENERGY GROUP, INC. (WEC) (CIK 0000783325) (WEC)
WEC ENERGY GROUP, INC. (WEC) (CIK 0000783325)
Date: July 24, 2024 · CIK: 0000783325 · Accession: 0000000000-24-008362
AI Filing Summary & Sentiment
File numbers found in text: 001-01245
Letter
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 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. 1.
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
Show Raw Text
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
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.
1.
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