DTEDTE Energy

We note your non-GAAP disclosures of Utility Margin on pages 32 and 34, and Nonutility Margin on pages 36 and 38, within the tabulations and associated segment results of operations discussions, and we see that you have disclosure in the third paragraph on page 31, identifying operating income as the most comparable GAAP measure.

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However, you have not provided any discussion and analysis of this GAAP measure that would be comparable to that provided for the non-GAAP margin measures. We understand that your non-GAAP margin measures generally represent segment revenues less fuel, purchased power, and gas expenses, and exclude certain amounts that would be attributable to a GAAP measure of cost of revenue, such as the allocable amounts of operation and maintenance expense and depreciation and amortization, as would be reflected in a GAAP measure of gross margin. We believe that you should identify gross margin as the most directly comparable GAAP measure in providing the disclosures required by Item 10(e)(1)(i)(A) and Item 10(e)(1)(i)(B) of Regulation S-K. Your disclosures should include a discussion and analysis of the changes in gross margin, comparable to that provided for changes in your non-GAAP measures of Utility Margin and Non-utility Margin. Please refer to the guidance in the answers to Questions 102.10(a) and 102.10(b) of our Compliance and Disclosure Interpretations (C&DIs) for Non-GAAP measures, and submit the revisions that you propose to address the concerns outlined above, utilizing gross margin as the most directly comparable GAAP measure.

We acknowledge the SEC staff’s comment and view that for the non-GAAP measures of Utility Margin and Non-utility Margin presented, the most directly comparable GAAP-basis measure is a fully burdened gross margin. For future Form 10-K and 10-Q filings, beginning with the quarter ended March 31, 2023, the Company will remove the non-GAAP measures of Utility Margin and Non-utility Margin.

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We believe that the foregoing is fully responsive to the Comment Letter.

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If you have any questions, concerns, or require clarification on any of the matters addressed herein, please contact Tracy Myrick, Chief Accounting Officer at (313) 235-4846 or tracy.myrick@dteenergy.com.

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