|
Commission File Number
|
|
Registrants; State of Incorporation; Address; and Telephone Number
|
|
I.R.S. Employer Identification No.
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1-11607
|
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DTE Energy Company
(a Michigan Corporation)
One Energy Plaza
Detroit, Michigan 48226-1279
313-235-4000
|
|
38-3217752
|
|
|
|
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1-2198
|
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DTE Electric Company
(a Michigan Corporation)
One Energy Plaza
Detroit, Michigan 48226-1279 313-235-4000 |
|
38-0478650
|
DTE Energy
|
Large accelerated filer
x
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
|
|
|
(Do not check if a smaller
reporting company)
|
|
DTE Electric
|
Large accelerated filer
o
|
Accelerated filer
o
|
Non-accelerated filer
x
|
Smaller reporting company
o
|
|
|
|
(Do not check if a smaller
reporting company)
|
|
Registrant
|
|
Description
|
|
Shares
|
|
DTE Energy
|
|
Common Stock, without par value
|
|
179,330,405
|
|
|
|
|
|
|
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DTE Electric
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Common Stock, $10 par value, directly owned by DTE Energy
|
|
138,632,324
|
|
|
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Page
|
|
||
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||
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||
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||
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||
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||
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||
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ASU
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Accounting Standards Update issued by the FASB
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|
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CFTC
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U.S. Commodity Futures Trading Commission
|
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Customer Choice
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Michigan legislation giving customers the option of retail access to alternative suppliers for electricity and natural gas
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DOE
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U.S. Department of Energy
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DTE Electric
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DTE Electric Company (a direct wholly owned subsidiary of DTE Energy) and subsidiary companies
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DTE Energy
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DTE Energy Company, directly or indirectly the parent of DTE Electric, DTE Gas and numerous non-utility subsidiaries
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DTE Gas
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DTE Gas Company (an indirect wholly owned subsidiary of DTE Energy) and subsidiary companies
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EPA
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U.S. Environmental Protection Agency
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FASB
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Financial Accounting Standards Board
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FERC
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Federal Energy Regulatory Commission
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FOV
|
Finding of Violation
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FTRs
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Financial Transmission Rights are financial instruments that entitle the holder to receive payments related to costs incurred for congestion on the transmission grid.
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GCR
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A Gas Cost Recovery mechanism authorized by the MPSC that allows DTE Gas to recover through rates its natural gas costs
|
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MDEQ
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Michigan Department of Environmental Quality
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MGP
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Manufactured Gas Plant
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MISO
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Midcontinent Independent System Operator, Inc.
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MPSC
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Michigan Public Service Commission
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MTM
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Mark-to-market
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NAV
|
Net Asset Value
|
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NEIL
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Nuclear Electric Insurance Limited
|
|
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Non-utility
|
An entity that is not a public utility. Its conditions of service, prices of goods and services and other operating related matters are not directly regulated by the MPSC.
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NOV
|
Notice of Violation
|
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NRC
|
U.S. Nuclear Regulatory Commission
|
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PLD
|
City of Detroit's Public Lighting Department
|
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Production tax credits
|
Tax credits as authorized under Sections 45K and 45 of the Internal Revenue Code that are designed to stimulate investment in and development of alternate fuel sources. The amount of a production tax credit can vary each year as determined by the Internal Revenue Service.
|
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PSCR
|
A Power Supply Cost Recovery mechanism authorized by the MPSC that allows DTE Electric to recover through rates its fuel, fuel-related and purchased power costs
|
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RDM
|
A Revenue Decoupling Mechanism authorized by the MPSC that is designed to minimize the impact on revenues of changes in average customer usage
|
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REF
|
Reduced Emissions Fuel
|
|
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Registrant(s)
|
DTE Energy and DTE Electric
|
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Securitization
|
DTE Electric financed specific stranded costs at lower interest rates through the sale of rate reduction bonds by a wholly-owned special purpose entity, The Detroit Edison Securitization Funding LLC
|
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TRIA
|
Terrorism Risk Insurance Program Reauthorization Act of 2015
|
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TRM
|
A Transitional Reconciliation Mechanism authorized by the MPSC that allows DTE Electric to recover through rates the deferred net incremental revenue requirement associated with the transition of PLD customers to DTE Electric's distribution system
|
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VEBA
|
Voluntary Employees Beneficiary Association
|
|
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VIE
|
Variable Interest Entity
|
Units of Measurement
|
|
|
|
Bcf
|
Billion cubic feet of natural gas
|
|
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BTU
|
Heat value (energy content) of fuel
|
|
|
kWh
|
Kilowatthour of electricity
|
|
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MMBtu
|
One million BTU
|
|
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MWh
|
Megawatthour of electricity
|
•
|
impact of regulation by the EPA, FERC, MPSC, NRC and CFTC, as well as other applicable governmental proceedings and regulations, including any associated impact on rate structures;
|
•
|
the amount and timing of cost recovery allowed as a result of regulatory proceedings, related appeals or new legislation; including legislative amendments and retail access programs;
|
•
|
economic conditions and population changes in the Registrants' geographic area resulting in changes in demand, customer conservation and thefts of electricity and, for DTE Energy, natural gas;
|
•
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environmental issues, laws, regulations, and the increasing costs of remediation and compliance, including actual and potential new federal and state requirements;
|
•
|
health, safety, financial, environmental and regulatory risks associated with ownership and operation of nuclear facilities;
|
•
|
changes in the cost and availability of coal and other raw materials, purchased power and natural gas;
|
•
|
the potential for losses on investments, including nuclear decommissioning and benefit plan assets and the related increases in future expense and contributions;
|
•
|
volatility in the short-term natural gas storage markets impacting third-party storage revenues related to DTE Energy;
|
•
|
volatility in commodity markets, deviations in weather and related risks impacting the results of DTE Energy's energy trading operations;
|
•
|
access to capital markets and the results of other financing efforts which can be affected by credit agency ratings;
|
•
|
instability in capital markets which could impact availability of short and long-term financing;
|
•
|
the timing and extent of changes in interest rates;
|
•
|
the level of borrowings;
|
•
|
the potential for increased costs or delays in completion of significant construction projects;
|
•
|
changes in and application of federal, state and local tax laws and their interpretations, including the Internal Revenue Code, regulations, rulings, court proceedings and audits;
|
•
|
the effects of weather and other natural phenomena on operations and sales to customers, and purchases from suppliers;
|
•
|
unplanned outages;
|
•
|
the cost of protecting assets against, or damage due to, terrorism or cyber attacks;
|
•
|
employee relations and the impact of collective bargaining agreements;
|
•
|
the risk of a major safety incident at an electric distribution or generation facility and, for DTE Energy, a gas storage, transmission or distribution facility;
|
•
|
the availability, cost, coverage and terms of insurance and stability of insurance providers;
|
•
|
cost reduction efforts and the maximization of plant and distribution system performance;
|
•
|
the effects of competition;
|
•
|
changes in and application of accounting standards and financial reporting regulations;
|
•
|
changes in federal or state laws and their interpretation with respect to regulation, energy policy and other business issues;
|
•
|
contract disputes, binding arbitration, litigation and related appeals; and
|
•
|
the risks discussed in the Registrants' public filings with the Securities and Exchange Commission.
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Three Months Ended March 31,
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||||||
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2015
|
|
2014
|
||||
|
(In millions, except per share amounts)
|
||||||
Operating Revenues
|
$
|
2,984
|
|
|
$
|
3,930
|
|
|
|
|
|
||||
Operating Expenses
|
|
|
|
||||
Fuel, purchased power and gas
|
1,398
|
|
|
2,155
|
|
||
Operation and maintenance
|
826
|
|
|
841
|
|
||
Depreciation and amortization
|
209
|
|
|
280
|
|
||
Taxes other than income
|
100
|
|
|
95
|
|
||
Asset (gains) losses and impairments, net
|
(10
|
)
|
|
(1
|
)
|
||
|
2,523
|
|
|
3,370
|
|
||
Operating Income
|
461
|
|
|
560
|
|
||
|
|
|
|
||||
Other (Income) and Deductions
|
|
|
|
||||
Interest expense
|
110
|
|
|
110
|
|
||
Interest income
|
(4
|
)
|
|
(2
|
)
|
||
Other income
|
(51
|
)
|
|
(41
|
)
|
||
Other expenses
|
10
|
|
|
8
|
|
||
|
65
|
|
|
75
|
|
||
Income Before Income Taxes
|
396
|
|
|
485
|
|
||
|
|
|
|
||||
Income Tax Expense
|
122
|
|
|
158
|
|
||
|
|
|
|
||||
Net Income
|
274
|
|
|
327
|
|
||
|
|
|
|
||||
Less: Net Income Attributable to Noncontrolling Interests
|
1
|
|
|
1
|
|
||
|
|
|
|
||||
Net Income Attributable to DTE Energy Company
|
$
|
273
|
|
|
$
|
326
|
|
|
|
|
|
||||
Basic Earnings per Common Share
|
|
|
|
||||
Net Income Attributable to DTE Energy Company
|
$
|
1.53
|
|
|
$
|
1.84
|
|
|
|
|
|
||||
Diluted Earnings per Common Share
|
|
|
|
||||
Net Income Attributable to DTE Energy Company
|
$
|
1.53
|
|
|
$
|
1.84
|
|
|
|
|
|
||||
Weighted Average Common Shares Outstanding
|
|
|
|
||||
Basic
|
178
|
|
|
177
|
|
||
Diluted
|
178
|
|
|
177
|
|
||
Dividends Declared per Common Share
|
$
|
0.69
|
|
|
$
|
0.66
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Net Income
|
$
|
274
|
|
|
$
|
327
|
|
|
|
|
|
||||
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Benefit obligations, net of taxes of $2 and $—, respectively
|
3
|
|
|
—
|
|
||
Foreign currency translation
|
(3
|
)
|
|
(1
|
)
|
||
Other comprehensive income (loss)
|
—
|
|
|
(1
|
)
|
||
|
|
|
|
||||
Comprehensive income
|
274
|
|
|
326
|
|
||
Less comprehensive income attributable to noncontrolling interests
|
1
|
|
|
1
|
|
||
Comprehensive income attributable to DTE Energy Company
|
$
|
273
|
|
|
$
|
325
|
|
|
March 31,
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
ASSETS
|
|||||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
99
|
|
|
$
|
48
|
|
Restricted cash
|
24
|
|
|
120
|
|
||
Accounts receivable (less allowance for doubtful accounts of $51 and $54, respectively)
|
|
|
|
||||
Customer
|
1,534
|
|
|
1,504
|
|
||
Other
|
73
|
|
|
94
|
|
||
Inventories
|
|
|
|
||||
Fuel and gas
|
333
|
|
|
512
|
|
||
Materials and supplies
|
300
|
|
|
292
|
|
||
Derivative assets
|
74
|
|
|
128
|
|
||
Regulatory assets
|
39
|
|
|
76
|
|
||
Other
|
312
|
|
|
313
|
|
||
|
2,788
|
|
|
3,087
|
|
||
Investments
|
|
|
|
||||
Nuclear decommissioning trust funds
|
1,262
|
|
|
1,241
|
|
||
Other
|
649
|
|
|
628
|
|
||
|
1,911
|
|
|
1,869
|
|
||
Property
|
|
|
|
||||
Property, plant and equipment
|
27,124
|
|
|
26,538
|
|
||
Less accumulated depreciation and amortization
|
(9,889
|
)
|
|
(9,718
|
)
|
||
|
17,235
|
|
|
16,820
|
|
||
Other Assets
|
|
|
|
||||
Goodwill
|
2,018
|
|
|
2,018
|
|
||
Regulatory assets
|
3,643
|
|
|
3,651
|
|
||
Securitized regulatory assets
|
—
|
|
|
34
|
|
||
Intangible assets
|
100
|
|
|
102
|
|
||
Notes receivable
|
88
|
|
|
90
|
|
||
Derivative assets
|
40
|
|
|
44
|
|
||
Other
|
245
|
|
|
259
|
|
||
|
6,134
|
|
|
6,198
|
|
||
Total Assets
|
$
|
28,068
|
|
|
$
|
27,974
|
|
|
March 31,
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||||
|
(In millions, except shares)
|
||||||
LIABILITIES AND EQUITY
|
|||||||
Current Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
825
|
|
|
$
|
973
|
|
Accrued interest
|
116
|
|
|
86
|
|
||
Dividends payable
|
124
|
|
|
122
|
|
||
Short-term borrowings
|
—
|
|
|
398
|
|
||
Current portion long-term debt, including capital leases
|
166
|
|
|
274
|
|
||
Derivative liabilities
|
52
|
|
|
77
|
|
||
Gas inventory equalization
|
130
|
|
|
—
|
|
||
Regulatory liabilities
|
79
|
|
|
153
|
|
||
Other
|
347
|
|
|
494
|
|
||
|
1,839
|
|
|
2,577
|
|
||
Long-Term Debt (net of current portion)
|
|
|
|
||||
Mortgage bonds, notes and other
|
8,348
|
|
|
7,860
|
|
||
Junior subordinated debentures
|
480
|
|
|
480
|
|
||
Capital lease obligations
|
10
|
|
|
3
|
|
||
|
8,838
|
|
|
8,343
|
|
||
Other Liabilities
|
|
|
|
|
|
||
Deferred income taxes
|
3,858
|
|
|
3,776
|
|
||
Regulatory liabilities
|
665
|
|
|
667
|
|
||
Asset retirement obligations
|
2,022
|
|
|
1,962
|
|
||
Unamortized investment tax credit
|
52
|
|
|
41
|
|
||
Derivative liabilities
|
23
|
|
|
8
|
|
||
Accrued pension liability
|
1,282
|
|
|
1,280
|
|
||
Accrued postretirement liability
|
380
|
|
|
515
|
|
||
Nuclear decommissioning
|
184
|
|
|
182
|
|
||
Other
|
247
|
|
|
281
|
|
||
|
8,713
|
|
|
8,712
|
|
||
Commitments and Contingencies (Notes 6 and 12)
|
|
|
|
||||
|
|
|
|
|
|
||
Equity
|
|
|
|
||||
Common stock, without par value, 400,000,000 shares authorized, and 179,330,405 and 176,991,231 shares issued and outstanding, respectively
|
4,093
|
|
|
3,904
|
|
||
Retained earnings
|
4,727
|
|
|
4,578
|
|
||
Accumulated other comprehensive loss
|
(155
|
)
|
|
(155
|
)
|
||
Total DTE Energy Company Equity
|
8,665
|
|
|
8,327
|
|
||
Noncontrolling interests
|
13
|
|
|
15
|
|
||
Total Equity
|
8,678
|
|
|
8,342
|
|
||
Total Liabilities and Equity
|
$
|
28,068
|
|
|
$
|
27,974
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Operating Activities
|
|
|
|
||||
Net income
|
$
|
274
|
|
|
$
|
327
|
|
Adjustments to reconcile net income to net cash from operating activities:
|
|
|
|
||||
Depreciation and amortization
|
209
|
|
|
280
|
|
||
Nuclear fuel amortization
|
13
|
|
|
5
|
|
||
Allowance for equity funds used during construction
|
(5
|
)
|
|
(5
|
)
|
||
Deferred income taxes
|
84
|
|
|
77
|
|
||
Asset (gains) losses and impairments, net
|
(10
|
)
|
|
(1
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable, net
|
(8
|
)
|
|
(270
|
)
|
||
Inventories
|
172
|
|
|
147
|
|
||
Accounts payable
|
(123
|
)
|
|
100
|
|
||
Gas inventory equalization
|
130
|
|
|
142
|
|
||
Accrued pension obligation
|
2
|
|
|
(23
|
)
|
||
Accrued postretirement obligation
|
(135
|
)
|
|
(22
|
)
|
||
Derivative assets and liabilities
|
49
|
|
|
(51
|
)
|
||
Regulatory assets and liabilities
|
(4
|
)
|
|
(222
|
)
|
||
Other assets
|
2
|
|
|
50
|
|
||
Other liabilities
|
97
|
|
|
(2
|
)
|
||
Net cash from operating activities
|
747
|
|
|
532
|
|
||
Investing Activities
|
|
|
|
||||
Plant and equipment expenditures — utility
|
(366
|
)
|
|
(399
|
)
|
||
Plant and equipment expenditures — non-utility
|
(39
|
)
|
|
(98
|
)
|
||
Acquisition
|
(240
|
)
|
|
—
|
|
||
Proceeds from sale of assets
|
13
|
|
|
3
|
|
||
Restricted cash for debt redemption, principally Securitization
|
96
|
|
|
66
|
|
||
Proceeds from sale of nuclear decommissioning trust fund assets
|
246
|
|
|
271
|
|
||
Investment in nuclear decommissioning trust funds
|
(250
|
)
|
|
(275
|
)
|
||
Other
|
(16
|
)
|
|
(10
|
)
|
||
Net cash used for investing activities
|
(556
|
)
|
|
(442
|
)
|
||
Financing Activities
|
|
|
|
||||
Issuance of long-term debt, net of issuance costs
|
495
|
|
|
—
|
|
||
Redemption of long-term debt
|
(117
|
)
|
|
(115
|
)
|
||
Short-term borrowings, net
|
(398
|
)
|
|
244
|
|
||
Issuance of common stock
|
9
|
|
|
—
|
|
||
Repurchase of common stock
|
—
|
|
|
(50
|
)
|
||
Dividends on common stock
|
(122
|
)
|
|
(116
|
)
|
||
Other
|
(7
|
)
|
|
(7
|
)
|
||
Net cash used for financing activities
|
(140
|
)
|
|
(44
|
)
|
||
Net Increase in Cash and Cash Equivalents
|
51
|
|
|
46
|
|
||
Cash and Cash Equivalents at Beginning of Period
|
48
|
|
|
52
|
|
||
Cash and Cash Equivalents at End of Period
|
$
|
99
|
|
|
$
|
98
|
|
|
|
|
|
||||
Supplemental disclosure of non-cash investing and financing activities
|
|
|
|
||||
Plant and equipment expenditures in accounts payable
|
$
|
186
|
|
|
$
|
212
|
|
|
|
|
|
|
|
|
Accumulated
Other Comprehensive Income (Loss)
|
|
Non-Controlling Interests
|
|
|
|||||||||||
|
Common Stock
|
|
Retained Earnings
|
|
|
|
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
Total
|
||||||||||||||
|
(Dollars in millions, shares in thousands)
|
|||||||||||||||||||||
Balance, December 31, 2014
|
176,991
|
|
|
$
|
3,904
|
|
|
$
|
4,578
|
|
|
$
|
(155
|
)
|
|
$
|
15
|
|
|
$
|
8,342
|
|
Net Income
|
—
|
|
|
—
|
|
|
273
|
|
|
—
|
|
|
1
|
|
|
274
|
|
|||||
Dividends declared on common stock
|
—
|
|
|
—
|
|
|
(124
|
)
|
|
—
|
|
|
—
|
|
|
(124
|
)
|
|||||
Issuance of common stock
|
105
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|||||
Contribution of common stock to VEBA Trust
|
1,428
|
|
|
117
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
117
|
|
|||||
Benefit obligations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||||
Stock-based compensation, distributions to noncontrolling interests and other
|
806
|
|
|
63
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
60
|
|
|||||
Balance, March 31, 2015
|
179,330
|
|
|
$
|
4,093
|
|
|
$
|
4,727
|
|
|
$
|
(155
|
)
|
|
$
|
13
|
|
|
$
|
8,678
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Operating Revenues
|
$
|
1,203
|
|
|
$
|
1,410
|
|
|
|
|
|
||||
Operating Expenses
|
|
|
|
||||
Fuel and purchased power
|
390
|
|
|
498
|
|
||
Operation and maintenance
|
317
|
|
|
342
|
|
||
Depreciation and amortization
|
155
|
|
|
228
|
|
||
Taxes other than income
|
73
|
|
|
71
|
|
||
|
935
|
|
|
1,139
|
|
||
Operating Income
|
268
|
|
|
271
|
|
||
|
|
|
|
||||
Other (Income) and Deductions
|
|
|
|
||||
Interest expense
|
63
|
|
|
63
|
|
||
Other income
|
(15
|
)
|
|
(13
|
)
|
||
Other expenses
|
9
|
|
|
7
|
|
||
|
57
|
|
|
57
|
|
||
Income Before Income Taxes
|
211
|
|
|
214
|
|
||
|
|
|
|
||||
Income Tax Expense
|
74
|
|
|
77
|
|
||
|
|
|
|
||||
Net Income
|
$
|
137
|
|
|
$
|
137
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Net income
|
$
|
137
|
|
|
$
|
137
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Transfer of benefit obligations, net of taxes of $18 and $—, respectively
|
28
|
|
|
—
|
|
||
Benefit obligations, net of taxes of $— and $(1), respectively
|
—
|
|
|
(1
|
)
|
||
Comprehensive income
|
$
|
165
|
|
|
$
|
136
|
|
|
March 31,
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
ASSETS
|
|||||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
54
|
|
|
$
|
14
|
|
Restricted cash, principally Securitization
|
—
|
|
|
96
|
|
||
Accounts receivable (less allowance for doubtful accounts of $31 and $29, respectively)
|
|
|
|
||||
Customer
|
664
|
|
|
688
|
|
||
Affiliates
|
53
|
|
|
31
|
|
||
Other
|
20
|
|
|
15
|
|
||
Inventories
|
|
|
|
||||
Fuel
|
260
|
|
|
269
|
|
||
Materials and supplies
|
240
|
|
|
231
|
|
||
Notes receivable
|
|
|
|
|
|
||
Affiliates
|
—
|
|
|
8
|
|
||
Other
|
2
|
|
|
8
|
|
||
Regulatory assets
|
38
|
|
|
46
|
|
||
Prepaid property tax
|
82
|
|
|
44
|
|
||
Other
|
26
|
|
|
31
|
|
||
|
1,439
|
|
|
1,481
|
|
||
Investments
|
|
|
|
||||
Nuclear decommissioning trust funds
|
1,262
|
|
|
1,241
|
|
||
Other
|
36
|
|
|
172
|
|
||
|
1,298
|
|
|
1,413
|
|
||
Property
|
|
|
|
||||
Property, plant and equipment
|
20,395
|
|
|
19,805
|
|
||
Less accumulated depreciation and amortization
|
(7,408
|
)
|
|
(7,216
|
)
|
||
|
12,987
|
|
|
12,589
|
|
||
Other Assets
|
|
|
|
||||
Regulatory assets
|
2,914
|
|
|
2,913
|
|
||
Securitized regulatory assets
|
—
|
|
|
34
|
|
||
Intangible assets
|
37
|
|
|
37
|
|
||
Other
|
174
|
|
|
182
|
|
||
|
3,125
|
|
|
3,166
|
|
||
Total Assets
|
$
|
18,849
|
|
|
$
|
18,649
|
|
|
March 31,
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||||
|
(In millions, except shares)
|
||||||
LIABILITIES AND SHAREHOLDER’S EQUITY
|
|||||||
Current Liabilities
|
|
|
|
||||
Accounts payable
|
|
|
|
||||
Affiliates
|
$
|
55
|
|
|
$
|
60
|
|
Other
|
356
|
|
|
366
|
|
||
Accrued interest
|
66
|
|
|
58
|
|
||
Accrued vacation
|
48
|
|
|
48
|
|
||
Current portion long-term debt, including capital leases
|
11
|
|
|
118
|
|
||
Regulatory liabilities
|
73
|
|
|
150
|
|
||
Deferred income taxes
|
8
|
|
|
—
|
|
||
Short-term borrowings
|
|
|
|
||||
Affiliates
|
35
|
|
|
84
|
|
||
Other
|
—
|
|
|
50
|
|
||
Other
|
74
|
|
|
103
|
|
||
|
726
|
|
|
1,037
|
|
||
Long-Term Debt (net of current portion)
|
|
|
|
||||
Mortgage bonds, notes and other
|
5,634
|
|
|
5,144
|
|
||
Capital lease obligations
|
10
|
|
|
—
|
|
||
|
5,644
|
|
|
5,144
|
|
||
Other Liabilities
|
|
|
|
||||
Deferred income taxes
|
3,275
|
|
|
3,188
|
|
||
Regulatory liabilities
|
245
|
|
|
245
|
|
||
Asset retirement obligations
|
1,854
|
|
|
1,796
|
|
||
Unamortized investment tax credit
|
47
|
|
|
36
|
|
||
Nuclear decommissioning
|
184
|
|
|
182
|
|
||
Accrued pension liability — affiliates
|
1,112
|
|
|
1,200
|
|
||
Accrued postretirement liability — affiliates
|
392
|
|
|
520
|
|
||
Other
|
108
|
|
|
105
|
|
||
|
7,217
|
|
|
7,272
|
|
||
|
|
|
|
||||
Commitments and Contingencies (Notes 6 and 12)
|
|
|
|
||||
|
|
|
|
||||
Shareholder’s Equity
|
|
|
|
||||
Common stock, $10 par value, 400,000,000 shares authorized, and 138,632,324 shares issued and outstanding
|
3,786
|
|
|
3,786
|
|
||
Retained earnings
|
1,474
|
|
|
1,436
|
|
||
Accumulated other comprehensive income (loss)
|
2
|
|
|
(26
|
)
|
||
|
5,262
|
|
|
5,196
|
|
||
Total Liabilities and Shareholder’s Equity
|
$
|
18,849
|
|
|
$
|
18,649
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Operating Activities
|
|
|
|
||||
Net income
|
$
|
137
|
|
|
$
|
137
|
|
Adjustments to reconcile net income to net cash from operating activities:
|
|
|
|
||||
Depreciation and amortization
|
155
|
|
|
228
|
|
||
Nuclear fuel amortization
|
13
|
|
|
5
|
|
||
Allowance for equity funds used during construction
|
(5
|
)
|
|
(5
|
)
|
||
Deferred income taxes
|
76
|
|
|
42
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable, net
|
(3
|
)
|
|
6
|
|
||
Inventories
|
2
|
|
|
55
|
|
||
Accounts payable
|
(8
|
)
|
|
73
|
|
||
Accrued pension liability — affiliates
|
(88
|
)
|
|
(20
|
)
|
||
Accrued postretirement liability — affiliates
|
(128
|
)
|
|
(15
|
)
|
||
Regulatory assets and liabilities
|
(43
|
)
|
|
(135
|
)
|
||
Other assets
|
(38
|
)
|
|
(28
|
)
|
||
Other liabilities
|
103
|
|
|
(31
|
)
|
||
Net cash from operating activities
|
173
|
|
|
312
|
|
||
Investing Activities
|
|
|
|
||||
Plant and equipment expenditures
|
(311
|
)
|
|
(354
|
)
|
||
Acquisition
|
(240
|
)
|
|
—
|
|
||
Restricted cash for debt redemption, principally Securitization
|
96
|
|
|
65
|
|
||
Notes receivable from affiliate
|
8
|
|
|
200
|
|
||
Proceeds from sale of nuclear decommissioning trust fund assets
|
246
|
|
|
271
|
|
||
Investment in nuclear decommissioning trust funds
|
(250
|
)
|
|
(275
|
)
|
||
Transfer of Rabbi Trust assets to affiliate
|
137
|
|
|
—
|
|
||
Other
|
2
|
|
|
(8
|
)
|
||
Net cash used for investing activities
|
(312
|
)
|
|
(101
|
)
|
||
Financing Activities
|
|
|
|
||||
Issuance of long-term debt, net of issuance costs
|
496
|
|
|
—
|
|
||
Redemption of long-term debt
|
(115
|
)
|
|
(113
|
)
|
||
Short-term borrowings, net — other
|
(50
|
)
|
|
—
|
|
||
Short-term borrowings, net — affiliate
|
(49
|
)
|
|
5
|
|
||
Dividends on common stock
|
(99
|
)
|
|
(93
|
)
|
||
Other
|
(4
|
)
|
|
(3
|
)
|
||
Net cash from (used for) financing activities
|
179
|
|
|
(204
|
)
|
||
Net Increase in Cash and Cash Equivalents
|
40
|
|
|
7
|
|
||
Cash and Cash Equivalents at Beginning of the Period
|
14
|
|
|
27
|
|
||
Cash and Cash Equivalents at End of the Period
|
$
|
54
|
|
|
$
|
34
|
|
|
|
|
|
||||
Supplemental disclosure of non-cash investing and financing activities
|
|
|
|
||||
Plant and equipment expenditures in accounts payable
|
$
|
154
|
|
|
$
|
176
|
|
|
|
|
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
|
|||||||||||
|
Common Stock
|
|
|
|
|
|
||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
Total
|
||||||||||||||
|
(Dollars in millions, shares in thousands)
|
|||||||||||||||||||||
Balance, December 31, 2014
|
138,632
|
|
|
$
|
1,386
|
|
|
$
|
2,400
|
|
|
$
|
1,436
|
|
|
$
|
(26
|
)
|
|
$
|
5,196
|
|
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
137
|
|
|
—
|
|
|
137
|
|
|||||
Dividends declared on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(99
|
)
|
|
—
|
|
|
(99
|
)
|
|||||
Transfer of benefit obligations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|
28
|
|
|||||
Balance, March 31, 2015
|
138,632
|
|
|
$
|
1,386
|
|
|
$
|
2,400
|
|
|
$
|
1,474
|
|
|
$
|
2
|
|
|
$
|
5,262
|
|
Note 1
|
|
Organization and Basis of Presentation
|
|
DTE Energy and DTE Electric
|
Note 2
|
|
Significant Accounting Policies
|
|
DTE Energy and DTE Electric
|
Note 3
|
|
New Accounting Pronouncements
|
|
DTE Energy and DTE Electric
|
Note 4
|
|
Acquisition
|
|
DTE Energy and DTE Electric
|
Note 5
|
|
Asset Retirement Obligations
|
|
DTE Energy and DTE Electric
|
Note 6
|
|
Regulatory Matters
|
|
DTE Energy and DTE Electric
|
Note 7
|
|
Earnings per Share
|
|
DTE Energy
|
Note 8
|
|
Fair Value
|
|
DTE Energy and DTE Electric
|
Note 9
|
|
Financial and Other Derivative Instruments
|
|
DTE Energy and DTE Electric
|
Note 10
|
|
Long-Term Debt
|
|
DTE Energy and DTE Electric
|
Note 11
|
|
Short-Term Credit Arrangements and Borrowings
|
|
DTE Energy and DTE Electric
|
Note 12
|
|
Commitments and Contingencies
|
|
DTE Energy and DTE Electric
|
Note 13
|
|
Retirement Benefits and Trusteed Assets
|
|
DTE Energy and DTE Electric
|
Note 14
|
|
Stock-Based Compensation
|
|
DTE Energy and DTE Electric
|
Note 15
|
|
Segment and Related Information
|
|
DTE Energy
|
•
|
DTE Electric is an electric utility engaged in the generation, purchase, distribution and sale of electricity to approximately
2.1 million
customers in southeastern Michigan;
|
•
|
DTE Gas is a natural gas utility engaged in the purchase, storage, transportation, distribution and sale of natural gas to approximately
1.2 million
customers throughout Michigan and the sale of storage and transportation capacity; and
|
•
|
Other businesses involved in 1) natural gas pipelines, gathering and storage; 2) power and industrial projects; and 3) energy marketing and trading operations.
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||
|
Total
|
|
Securitization
|
|
Other
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
7
|
|
Restricted cash
|
9
|
|
|
96
|
|
|
8
|
|
|
104
|
|
||||
Accounts receivable
|
12
|
|
|
26
|
|
|
15
|
|
|
41
|
|
||||
Inventories
|
34
|
|
|
—
|
|
|
67
|
|
|
67
|
|
||||
Property, plant and equipment, net
|
77
|
|
|
—
|
|
|
81
|
|
|
81
|
|
||||
Securitized regulatory assets
|
—
|
|
|
34
|
|
|
—
|
|
|
34
|
|
||||
Other current and long-term assets
|
6
|
|
|
1
|
|
|
6
|
|
|
7
|
|
||||
|
$
|
150
|
|
|
$
|
157
|
|
|
$
|
184
|
|
|
$
|
341
|
|
|
|
|
|
|
|
|
|
||||||||
LIABILITIES
|
|
|
|
|
|
|
|
||||||||
Accounts payable and accrued current liabilities
|
$
|
11
|
|
|
$
|
3
|
|
|
$
|
8
|
|
|
$
|
11
|
|
Current portion long-term debt, including capital leases
|
8
|
|
|
105
|
|
|
10
|
|
|
115
|
|
||||
Current regulatory liabilities
|
—
|
|
|
32
|
|
|
—
|
|
|
32
|
|
||||
Mortgage bonds, notes and other
|
14
|
|
|
—
|
|
|
15
|
|
|
15
|
|
||||
Capital lease obligations
|
1
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||
Other current and long-term liabilities
|
6
|
|
|
9
|
|
|
6
|
|
|
15
|
|
||||
|
$
|
40
|
|
|
$
|
149
|
|
|
$
|
42
|
|
|
$
|
191
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
|
(In millions)
|
||||||
Other investments
|
$
|
136
|
|
|
$
|
134
|
|
Notes receivable
|
$
|
15
|
|
|
$
|
15
|
|
|
March 31,
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Emission allowances
|
$
|
1
|
|
|
$
|
1
|
|
Renewable energy credits
|
46
|
|
|
45
|
|
||
Contract intangible assets
|
123
|
|
|
122
|
|
||
|
170
|
|
|
168
|
|
||
Less accumulated amortization
|
60
|
|
|
57
|
|
||
Intangible assets, net
|
110
|
|
|
111
|
|
||
Less current intangible assets
|
10
|
|
|
9
|
|
||
|
$
|
100
|
|
|
$
|
102
|
|
|
March 31,
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Emission allowances
|
$
|
1
|
|
|
$
|
1
|
|
Renewable energy credits
|
46
|
|
|
45
|
|
||
|
47
|
|
|
46
|
|
||
Less current intangible assets
|
10
|
|
|
9
|
|
||
|
$
|
37
|
|
|
$
|
37
|
|
|
Effective Tax Rate
|
|
Unrecognized
Tax Benefits
|
||||||
|
Three Months Ended March 31,
|
|
March 31,
|
||||||
|
2015
|
|
2014
|
|
2015
|
||||
|
|
|
|
|
(In millions)
|
||||
DTE Energy
|
31
|
%
|
|
33
|
%
|
|
$
|
9
|
|
DTE Electric
|
35
|
%
|
|
36
|
%
|
|
$
|
4
|
|
|
DTE Energy
|
|
DTE Electric
|
||||
|
(In millions)
|
||||||
Asset retirement obligations at December 31, 2014
|
$
|
1,962
|
|
|
$
|
1,796
|
|
Accretion
|
28
|
|
|
26
|
|
||
Revision in estimated cash flows
|
32
|
|
|
32
|
|
||
Asset retirement obligations at March 31, 2015
|
$
|
2,022
|
|
|
$
|
1,854
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions, except per share amounts)
|
||||||
Basic Earnings per Share
|
|
|
|
||||
Net income attributable to DTE Energy Company
|
$
|
273
|
|
|
$
|
326
|
|
Average number of common shares outstanding
|
178
|
|
|
177
|
|
||
Dividends declared — common shares
|
$
|
123
|
|
|
$
|
116
|
|
Dividends declared — net restricted shares
|
1
|
|
|
—
|
|
||
Total distributed earnings
|
$
|
124
|
|
|
$
|
116
|
|
Net income less distributed earnings
|
$
|
149
|
|
|
$
|
210
|
|
Distributed (dividends per common share)
|
$
|
0.69
|
|
|
$
|
0.66
|
|
Undistributed
|
0.84
|
|
|
1.18
|
|
||
Total Basic Earnings per Common Share
|
$
|
1.53
|
|
|
$
|
1.84
|
|
Diluted Earnings per Share
|
|
|
|
||||
Net income attributable to DTE Energy Company
|
$
|
273
|
|
|
$
|
326
|
|
Average number of common shares outstanding
|
178
|
|
|
177
|
|
||
Dividends declared — common shares
|
$
|
123
|
|
|
$
|
116
|
|
Dividends declared — net restricted shares
|
1
|
|
|
—
|
|
||
Total distributed earnings
|
$
|
124
|
|
|
$
|
116
|
|
Net income less distributed earnings
|
$
|
149
|
|
|
$
|
210
|
|
Distributed (dividends per common share)
|
$
|
0.69
|
|
|
$
|
0.66
|
|
Undistributed
|
0.84
|
|
|
1.18
|
|
||
Total Diluted Earnings per Common Share
|
$
|
1.53
|
|
|
$
|
1.84
|
|
•
|
Level 1
— Consists of unadjusted quoted prices in active markets for identical assets or liabilities that the Registrants have the ability to access as of the reporting date.
|
•
|
Level 2
— Consists of inputs other than quoted prices included within Level 1 that are directly observable for the asset or liability or indirectly observable through corroboration with observable market data.
|
•
|
Level 3
— Consists of unobservable inputs for assets or liabilities whose fair value is estimated based on internally developed models or methodologies using inputs that are generally less readily observable and supported by little, if any, market activity at the measurement date. Unobservable inputs are developed based on the best available information and subject to cost-benefit constraints.
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Netting
(a) |
|
Net Balance
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Netting
(a) |
|
Net Balance
|
||||||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Cash equivalents (b)
|
$
|
14
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17
|
|
|
$
|
13
|
|
|
$
|
99
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
112
|
|
Nuclear decommissioning trusts
|
798
|
|
|
464
|
|
|
—
|
|
|
—
|
|
|
1,262
|
|
|
792
|
|
|
449
|
|
|
—
|
|
|
—
|
|
|
1,241
|
|
||||||||||
Other investments (c)
|
100
|
|
|
51
|
|
|
—
|
|
|
—
|
|
|
151
|
|
|
100
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
150
|
|
||||||||||
Derivative assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity Contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Natural Gas
|
315
|
|
|
87
|
|
|
41
|
|
|
(389
|
)
|
|
54
|
|
|
555
|
|
|
140
|
|
|
92
|
|
|
(681
|
)
|
|
106
|
|
||||||||||
Electricity
|
—
|
|
|
234
|
|
|
36
|
|
|
(215
|
)
|
|
55
|
|
|
—
|
|
|
295
|
|
|
47
|
|
|
(280
|
)
|
|
62
|
|
||||||||||
Other
|
42
|
|
|
—
|
|
|
1
|
|
|
(42
|
)
|
|
1
|
|
|
42
|
|
|
—
|
|
|
3
|
|
|
(42
|
)
|
|
3
|
|
||||||||||
Other derivative contracts (d)
|
—
|
|
|
8
|
|
|
—
|
|
|
(4
|
)
|
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
(3
|
)
|
|
1
|
|
||||||||||
Total derivative assets
|
357
|
|
|
329
|
|
|
78
|
|
|
(650
|
)
|
|
114
|
|
|
597
|
|
|
439
|
|
|
142
|
|
|
(1,006
|
)
|
|
172
|
|
||||||||||
Total
|
$
|
1,269
|
|
|
$
|
847
|
|
|
$
|
78
|
|
|
$
|
(650
|
)
|
|
$
|
1,544
|
|
|
$
|
1,502
|
|
|
$
|
1,037
|
|
|
$
|
142
|
|
|
$
|
(1,006
|
)
|
|
$
|
1,675
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Derivative liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Commodity Contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Natural Gas
|
$
|
(369
|
)
|
|
$
|
(45
|
)
|
|
$
|
(41
|
)
|
|
$
|
428
|
|
|
$
|
(27
|
)
|
|
$
|
(578
|
)
|
|
$
|
(78
|
)
|
|
$
|
(62
|
)
|
|
$
|
679
|
|
|
$
|
(39
|
)
|
Electricity
|
—
|
|
|
(219
|
)
|
|
(43
|
)
|
|
217
|
|
|
(45
|
)
|
|
—
|
|
|
(290
|
)
|
|
(52
|
)
|
|
298
|
|
|
(44
|
)
|
||||||||||
Other
|
(32
|
)
|
|
(8
|
)
|
|
(6
|
)
|
|
46
|
|
|
—
|
|
|
(32
|
)
|
|
(9
|
)
|
|
(4
|
)
|
|
45
|
|
|
—
|
|
||||||||||
Other derivative contracts (d)
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
4
|
|
|
(3
|
)
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
3
|
|
|
(2
|
)
|
||||||||||
Total derivative liabilities
|
(401
|
)
|
|
(279
|
)
|
|
(90
|
)
|
|
695
|
|
|
(75
|
)
|
|
(610
|
)
|
|
(382
|
)
|
|
(118
|
)
|
|
1,025
|
|
|
(85
|
)
|
||||||||||
Total
|
$
|
(401
|
)
|
|
$
|
(279
|
)
|
|
$
|
(90
|
)
|
|
$
|
695
|
|
|
$
|
(75
|
)
|
|
$
|
(610
|
)
|
|
$
|
(382
|
)
|
|
$
|
(118
|
)
|
|
$
|
1,025
|
|
|
$
|
(85
|
)
|
Net Assets (Liabilities) at the end of the period
|
$
|
868
|
|
|
$
|
568
|
|
|
$
|
(12
|
)
|
|
$
|
45
|
|
|
$
|
1,469
|
|
|
$
|
892
|
|
|
$
|
655
|
|
|
$
|
24
|
|
|
$
|
19
|
|
|
$
|
1,590
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Current
|
$
|
339
|
|
|
$
|
295
|
|
|
$
|
59
|
|
|
$
|
(602
|
)
|
|
$
|
91
|
|
|
$
|
582
|
|
|
$
|
504
|
|
|
$
|
109
|
|
|
$
|
(955
|
)
|
|
$
|
240
|
|
Noncurrent (e)
|
930
|
|
|
552
|
|
|
19
|
|
|
(48
|
)
|
|
1,453
|
|
|
920
|
|
|
533
|
|
|
33
|
|
|
(51
|
)
|
|
1,435
|
|
||||||||||
Total Assets
|
$
|
1,269
|
|
|
$
|
847
|
|
|
$
|
78
|
|
|
$
|
(650
|
)
|
|
$
|
1,544
|
|
|
$
|
1,502
|
|
|
$
|
1,037
|
|
|
$
|
142
|
|
|
$
|
(1,006
|
)
|
|
$
|
1,675
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Current
|
$
|
(353
|
)
|
|
$
|
(253
|
)
|
|
$
|
(74
|
)
|
|
$
|
628
|
|
|
$
|
(52
|
)
|
|
$
|
(572
|
)
|
|
$
|
(357
|
)
|
|
$
|
(112
|
)
|
|
$
|
964
|
|
|
$
|
(77
|
)
|
Noncurrent
|
(48
|
)
|
|
(26
|
)
|
|
(16
|
)
|
|
67
|
|
|
(23
|
)
|
|
(38
|
)
|
|
(25
|
)
|
|
(6
|
)
|
|
61
|
|
|
(8
|
)
|
||||||||||
Total Liabilities
|
$
|
(401
|
)
|
|
$
|
(279
|
)
|
|
$
|
(90
|
)
|
|
$
|
695
|
|
|
$
|
(75
|
)
|
|
$
|
(610
|
)
|
|
$
|
(382
|
)
|
|
$
|
(118
|
)
|
|
$
|
1,025
|
|
|
$
|
(85
|
)
|
Net Assets (Liabilities) at the end of the period
|
$
|
868
|
|
|
$
|
568
|
|
|
$
|
(12
|
)
|
|
$
|
45
|
|
|
$
|
1,469
|
|
|
$
|
892
|
|
|
$
|
655
|
|
|
$
|
24
|
|
|
$
|
19
|
|
|
$
|
1,590
|
|
(a)
|
Amounts represent the impact of master netting agreements that allow DTE Energy to net gain and loss positions and cash collateral held or placed with the same counterparties.
|
(b)
|
At
March 31, 2015
, available-for-sale securities of
$17 million
included
$9 million
and
$8 million
of cash equivalents included in Restricted cash and Other investments on DTE Energy's Consolidated Statements of Financial Position, respectively. At
December 31, 2014
, available-for-sale securities of
$112 million
, included
$105 million
and
$7 million
of cash equivalents included in Restricted cash and Other investments on DTE Energy's Consolidated Statements of Financial Position, respectively.
|
(c)
|
Excludes cash surrender value of life insurance investments.
|
(d)
|
Primarily includes Foreign currency exchange contracts.
|
(e)
|
Includes
$151 million
and
$150 million
at
March 31, 2015
and
December 31, 2014
, respectively, of other investments that are included in DTE Energy's Consolidated Statements of Financial Position in Other investments.
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Net Balance
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Net Balance
|
||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash equivalents (a)
|
$
|
5
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
5
|
|
|
$
|
99
|
|
|
$
|
—
|
|
|
$
|
104
|
|
Nuclear decommissioning trusts
|
798
|
|
|
464
|
|
|
—
|
|
|
1,262
|
|
|
792
|
|
|
449
|
|
|
—
|
|
|
1,241
|
|
||||||||
Other investments
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
97
|
|
|
50
|
|
|
—
|
|
|
147
|
|
||||||||
Derivative assets — FTRs
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||||||
Total
|
$
|
813
|
|
|
$
|
467
|
|
|
$
|
1
|
|
|
$
|
1,281
|
|
|
$
|
894
|
|
|
$
|
598
|
|
|
$
|
3
|
|
|
$
|
1,495
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Current
|
$
|
5
|
|
|
$
|
3
|
|
|
$
|
1
|
|
|
$
|
9
|
|
|
$
|
5
|
|
|
$
|
99
|
|
|
$
|
3
|
|
|
$
|
107
|
|
Noncurrent
|
808
|
|
|
464
|
|
|
—
|
|
|
1,272
|
|
|
889
|
|
|
499
|
|
|
—
|
|
|
1,388
|
|
||||||||
Total Assets
|
$
|
813
|
|
|
$
|
467
|
|
|
$
|
1
|
|
|
$
|
1,281
|
|
|
$
|
894
|
|
|
$
|
598
|
|
|
$
|
3
|
|
|
$
|
1,495
|
|
(a)
|
At
March 31, 2015
, available-for-sale securities of
$8 million
consisted of cash equivalents included in Other investments on DTE Electric's Consolidated Statements of Financial Position. At
December 31, 2014
, available-for-sale securities of
$104 million
included
$96 million
and
$8 million
of cash equivalents included in Restricted cash and Other investments, respectively, on DTE Electric's Consolidated Statements of Financial Position.
|
|
Three Months Ended March 31, 2015
|
|
Three Months Ended March 31, 2014
|
||||||||||||||||||||||||||||
|
Natural Gas
|
|
Electricity
|
|
Other
|
|
Total
|
|
Natural Gas
|
|
Electricity
|
|
Other
|
|
Total
|
||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||
Net Assets (Liabilities) as of December 31
|
$
|
30
|
|
|
$
|
(5
|
)
|
|
$
|
(1
|
)
|
|
$
|
24
|
|
|
$
|
(52
|
)
|
|
$
|
13
|
|
|
$
|
3
|
|
|
$
|
(36
|
)
|
Transfers into Level 3
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Transfers out of Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total gains (losses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Included in earnings
|
(29
|
)
|
|
7
|
|
|
(2
|
)
|
|
(24
|
)
|
|
(22
|
)
|
|
36
|
|
|
—
|
|
|
14
|
|
||||||||
Recorded in regulatory assets/liabilities
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
||||||||
Purchases, issuances and settlements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Issuances
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||||
Settlements
|
(1
|
)
|
|
(9
|
)
|
|
1
|
|
|
(9
|
)
|
|
64
|
|
|
(82
|
)
|
|
(6
|
)
|
|
(24
|
)
|
||||||||
Net Assets (Liabilities) as of March 31
|
$
|
—
|
|
|
$
|
(7
|
)
|
|
$
|
(5
|
)
|
|
$
|
(12
|
)
|
|
$
|
(10
|
)
|
|
$
|
(34
|
)
|
|
$
|
1
|
|
|
$
|
(43
|
)
|
The amount of total gains (losses) included in net income attributed to the change in unrealized gains (losses) related to assets and liabilities held at March 31, 2015 and 2014 and reflected in Operating revenues and Fuel, purchased power and gas in DTE Energy's Consolidated Statements of Operations
|
$
|
(91
|
)
|
|
$
|
(3
|
)
|
|
$
|
(2
|
)
|
|
$
|
(96
|
)
|
|
$
|
—
|
|
|
$
|
(20
|
)
|
|
$
|
—
|
|
|
$
|
(20
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Net Assets as of beginning of period
|
$
|
3
|
|
|
$
|
3
|
|
Change in fair value recorded in regulatory assets/liabilities
|
(2
|
)
|
|
4
|
|
||
Purchases, issuances and settlements:
|
|
|
|
||||
Settlements
|
—
|
|
|
(6
|
)
|
||
Net Assets as of March 31,
|
$
|
1
|
|
|
$
|
1
|
|
The amount of total gains (losses) included in Regulatory assets and liabilities attributed to the change in unrealized gains (losses) related to assets and liabilities held at March 31, 2015 and 2014 and reflected in DTE Electric's Consolidated Statements of Operations
|
$
|
—
|
|
|
$
|
—
|
|
|
|
March 31, 2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity Contracts
|
|
Derivative Assets
|
|
Derivative Liabilities
|
|
Valuation Techniques
|
|
Unobservable Input
|
|
Range
|
|
Weighted Average
|
||||||||||||
|
|
(In millions)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Natural Gas
|
|
$
|
41
|
|
|
$
|
(41
|
)
|
|
Discounted Cash Flow
|
|
Forward basis price (per MMBtu)
|
|
$
|
(2.46
|
) —
|
|
$
|
7.00
|
/MMBtu
|
|
$
|
(0.25
|
)/MMBtu
|
Electricity
|
|
$
|
36
|
|
|
$
|
(43
|
)
|
|
Discounted Cash Flow
|
|
Forward basis price (per MWh)
|
|
$
|
(7
|
) —
|
|
$
|
19
|
/MWh
|
|
$
|
3
|
/MWh
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||||||||||
|
Carrying
|
|
Fair Value
|
|
Carrying
|
|
Fair Value
|
||||||||||||||||||||||||
|
Amount
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Amount
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||
Notes receivable, excluding capital leases
|
$
|
35
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
35
|
|
|
$
|
41
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
41
|
|
Dividends payable
|
$
|
124
|
|
|
$
|
124
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
122
|
|
|
$
|
122
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-term borrowings
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
398
|
|
|
$
|
—
|
|
|
$
|
398
|
|
|
$
|
—
|
|
Long-term debt, excluding capital leases
|
$
|
8,989
|
|
|
$
|
500
|
|
|
$
|
8,581
|
|
|
$
|
1,051
|
|
|
$
|
8,606
|
|
|
$
|
489
|
|
|
$
|
8,308
|
|
|
$
|
706
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||||||||||
|
Carrying
|
|
Fair Value
|
|
Carrying
|
|
Fair Value
|
||||||||||||||||||||||||
|
Amount
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Amount
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||
Notes receivable, excluding capital leases
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12
|
|
Notes receivable — affiliates
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8
|
|
Short-term borrowings — affiliates
|
$
|
35
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
35
|
|
|
$
|
84
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
84
|
|
Short-term borrowings — other
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
50
|
|
|
$
|
—
|
|
|
$
|
50
|
|
|
$
|
—
|
|
|
Long-term debt, excluding capital leases
|
$
|
5,643
|
|
|
$
|
—
|
|
|
$
|
5,682
|
|
|
$
|
735
|
|
|
$
|
5,259
|
|
|
$
|
—
|
|
|
$
|
5,341
|
|
|
$
|
496
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
|
(In millions)
|
||||||
Fermi 2
|
$
|
1,241
|
|
|
$
|
1,221
|
|
Fermi 1
|
3
|
|
|
3
|
|
||
Low-level radioactive waste
|
18
|
|
|
17
|
|
||
Total
|
$
|
1,262
|
|
|
$
|
1,241
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Realized gains
|
$
|
9
|
|
|
$
|
9
|
|
Realized losses
|
$
|
(7
|
)
|
|
$
|
(7
|
)
|
Proceeds from sales of securities
|
$
|
246
|
|
|
$
|
271
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
Fair
Value |
|
Unrealized
Gains |
|
Unrealized
Losses |
|
Fair
Value |
|
Unrealized
Gains |
|
Unrealized
Losses |
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Equity securities
|
$
|
774
|
|
|
$
|
217
|
|
|
$
|
(41
|
)
|
|
$
|
756
|
|
|
$
|
204
|
|
|
$
|
(39
|
)
|
Debt securities
|
483
|
|
|
24
|
|
|
(1
|
)
|
|
474
|
|
|
21
|
|
|
(2
|
)
|
||||||
Cash and cash equivalents
|
5
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
||||||
|
$
|
1,262
|
|
|
$
|
241
|
|
|
$
|
(42
|
)
|
|
$
|
1,241
|
|
|
$
|
225
|
|
|
$
|
(41
|
)
|
•
|
Asset Optimization
— Represents derivative activity associated with assets owned and contracted by DTE Energy, including forward natural gas purchases and sales, natural gas transportation and storage capacity. Changes in the value of derivatives in this category typically economically offset changes in the value of underlying non-derivative positions, which do not qualify for fair value accounting. The difference in accounting treatment of derivatives in this category and the underlying non-derivative positions can result in significant earnings volatility.
|
•
|
Marketing and Origination
— Represents derivative activity transacted by originating substantially hedged positions with wholesale energy marketers, producers, end users, utilities, retail aggregators and alternative energy suppliers.
|
•
|
Fundamentals Based Trading
— Represents derivative activity transacted with the intent of taking a view, capturing market price changes, or putting capital at risk. This activity is speculative in nature as opposed to hedging an existing exposure.
|
•
|
Other
— Includes derivative activity at DTE Electric related to FTRs. Changes in the value of derivative contracts at DTE Electric are recorded as Derivative assets or liabilities, with an offset to Regulatory assets or liabilities as the settlement value of these contracts will be included in the PSCR mechanism when realized.
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||
|
Derivative
Assets
|
|
Derivative Liabilities
|
|
Derivative
Assets
|
|
Derivative Liabilities
|
||||||||
|
(In millions)
|
||||||||||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Foreign currency exchange contracts
|
$
|
8
|
|
|
$
|
(7
|
)
|
|
$
|
4
|
|
|
$
|
(5
|
)
|
Commodity Contracts:
|
|
|
|
|
|
|
|
|
|
||||||
Natural Gas
|
443
|
|
|
(455
|
)
|
|
787
|
|
|
(718
|
)
|
||||
Electricity
|
270
|
|
|
(262
|
)
|
|
342
|
|
|
(342
|
)
|
||||
Other
|
43
|
|
|
(46
|
)
|
|
45
|
|
|
(45
|
)
|
||||
Total derivatives not designated as hedging instruments:
|
$
|
764
|
|
|
$
|
(770
|
)
|
|
$
|
1,178
|
|
|
$
|
(1,110
|
)
|
Total derivatives:
|
|
|
|
|
|
|
|
||||||||
Current
|
$
|
676
|
|
|
$
|
(680
|
)
|
|
$
|
1,083
|
|
|
$
|
(1,041
|
)
|
Noncurrent
|
88
|
|
|
(90
|
)
|
|
95
|
|
|
(69
|
)
|
||||
Total derivatives
|
$
|
764
|
|
|
$
|
(770
|
)
|
|
$
|
1,178
|
|
|
$
|
(1,110
|
)
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
|
(In millions)
|
||||||
FTRs — Other current assets
|
$
|
1
|
|
|
$
|
3
|
|
Total derivatives not designated as hedging instrument
|
$
|
1
|
|
|
$
|
3
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
Gross Amounts of Recognized Assets (Liabilities)
|
|
Gross Amounts Offset in the Consolidated Statements of Financial Position
|
|
Net Amounts of Assets (Liabilities) Presented in the Consolidated Statements of Financial Position
|
|
Gross Amounts of Recognized Assets (Liabilities)
|
|
Gross Amounts Offset in the Consolidated Statements of Financial Position
|
|
Net Amounts of Assets (Liabilities) Presented in the Consolidated Statements of Financial Position
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Derivative assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity Contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Natural Gas
|
$
|
443
|
|
|
$
|
(389
|
)
|
|
$
|
54
|
|
|
$
|
787
|
|
|
$
|
(681
|
)
|
|
$
|
106
|
|
Electricity
|
270
|
|
|
(215
|
)
|
|
55
|
|
|
342
|
|
|
(280
|
)
|
|
62
|
|
||||||
Other
|
43
|
|
|
(42
|
)
|
|
1
|
|
|
45
|
|
|
(42
|
)
|
|
3
|
|
||||||
Other derivative contracts (a)
|
8
|
|
|
(4
|
)
|
|
4
|
|
|
4
|
|
|
(3
|
)
|
|
1
|
|
||||||
Total derivative assets
|
$
|
764
|
|
|
$
|
(650
|
)
|
|
$
|
114
|
|
|
$
|
1,178
|
|
|
$
|
(1,006
|
)
|
|
$
|
172
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity Contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Natural Gas
|
$
|
(455
|
)
|
|
$
|
428
|
|
|
$
|
(27
|
)
|
|
$
|
(718
|
)
|
|
$
|
679
|
|
|
$
|
(39
|
)
|
Electricity
|
(262
|
)
|
|
217
|
|
|
(45
|
)
|
|
(342
|
)
|
|
298
|
|
|
(44
|
)
|
||||||
Other
|
(46
|
)
|
|
46
|
|
|
—
|
|
|
(45
|
)
|
|
45
|
|
|
—
|
|
||||||
Other derivative contracts (a)
|
(7
|
)
|
|
4
|
|
|
(3
|
)
|
|
(5
|
)
|
|
3
|
|
|
(2
|
)
|
||||||
Total derivative liabilities
|
$
|
(770
|
)
|
|
$
|
695
|
|
|
$
|
(75
|
)
|
|
$
|
(1,110
|
)
|
|
$
|
1,025
|
|
|
$
|
(85
|
)
|
(a)
|
Primarily includes Foreign currency exchange contracts.
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||||||||||
|
Derivative Assets
|
|
Derivative Liabilities
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||||||||||||||||||
|
Current
|
|
Noncurrent
|
|
Current
|
|
Noncurrent
|
|
Current
|
|
Noncurrent
|
|
Current
|
|
Noncurrent
|
||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||
Reconciliation of derivative instruments to DTE Energy's Consolidated Statements of Financial Position:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total fair value of derivatives
|
$
|
676
|
|
|
$
|
88
|
|
|
$
|
(680
|
)
|
|
$
|
(90
|
)
|
|
$
|
1,083
|
|
|
$
|
95
|
|
|
$
|
(1,041
|
)
|
|
$
|
(69
|
)
|
Counterparty netting
|
(601
|
)
|
|
(48
|
)
|
|
601
|
|
|
48
|
|
|
(955
|
)
|
|
(51
|
)
|
|
955
|
|
|
51
|
|
||||||||
Collateral adjustment
|
(1
|
)
|
|
—
|
|
|
27
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
10
|
|
||||||||
Total derivatives as reported
|
$
|
74
|
|
|
$
|
40
|
|
|
$
|
(52
|
)
|
|
$
|
(23
|
)
|
|
$
|
128
|
|
|
$
|
44
|
|
|
$
|
(77
|
)
|
|
$
|
(8
|
)
|
|
|
Location of Gain
(Loss) Recognized
in Income on Derivatives
|
|
Gain (Loss) Recognized in
Income on Derivatives for
the Three Months Ended March 31,
|
||||||
Derivatives not Designated as Hedging Instruments
|
|
|
2015
|
|
2014
|
|||||
|
|
|
|
(In millions)
|
||||||
Foreign currency exchange contracts
|
|
Operating Revenue
|
|
$
|
1
|
|
|
$
|
(4
|
)
|
Commodity Contracts:
|
|
|
|
|
|
|
||||
Natural Gas
|
|
Operating Revenue
|
|
(126
|
)
|
|
(127
|
)
|
||
Natural Gas
|
|
Fuel, purchased power and gas
|
|
21
|
|
|
20
|
|
||
Electricity
|
|
Operating Revenue
|
|
31
|
|
|
133
|
|
||
Other
|
|
Operating Revenue
|
|
(2
|
)
|
|
(1
|
)
|
||
Total
|
|
|
|
$
|
(75
|
)
|
|
$
|
21
|
|
Commodity
|
|
Number of Units
|
Natural Gas (MMBtu)
|
|
935,928,277
|
Electricity (MWh)
|
|
13,667,643
|
Oil (Gallons)
|
|
27,048,000
|
Foreign Currency Exchange (Canadian dollars)
|
|
80,737,962
|
Company
|
|
Month
|
|
Type
|
|
Interest Rate
|
|
Maturity
|
|
Amount
|
||
|
|
|
|
|
|
|
|
|
|
(In millions)
|
||
DTE Electric
|
|
March
|
|
Mortgage Bonds (a)
|
|
3.70%
|
|
2045
|
|
$
|
500
|
|
|
|
|
|
|
|
|
|
|
|
$
|
500
|
|
(a)
|
Proceeds were used for the redemption of long-term debt, for the repayment of short-term borrowings and for general corporate purposes.
|
Company
|
|
Month
|
|
Type
|
|
Interest Rate
|
|
Maturity
|
|
Amount
|
||
|
|
|
|
|
|
|
|
|
|
(In millions)
|
||
DTE Electric
|
|
March
|
|
Securitization Bonds
|
|
6.62%
|
|
2015
|
|
$
|
105
|
|
DTE Electric
|
|
March
|
|
Mortgage Bonds
|
|
7.904%
|
|
2016
|
|
10
|
|
|
DTE Energy
|
|
Various
|
|
Other Long Term Debt
|
|
Various
|
|
2015
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
117
|
|
|
DTE Energy
|
|
DTE Electric
|
|
DTE Gas
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Unsecured letter of credit facility, expiring in February 2017
|
$
|
100
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
100
|
|
Unsecured letter of credit facility, expiring in August 2015
|
125
|
|
|
—
|
|
|
—
|
|
|
125
|
|
||||
Unsecured revolving credit facility, expiring April 2018
|
1,200
|
|
|
300
|
|
|
300
|
|
|
1,800
|
|
||||
|
1,425
|
|
|
300
|
|
|
300
|
|
|
2,025
|
|
||||
Amounts outstanding at March 31, 2015:
|
|
|
|
|
|
|
|
||||||||
Letters of credit
|
255
|
|
|
—
|
|
|
—
|
|
|
255
|
|
||||
|
255
|
|
|
—
|
|
|
—
|
|
|
255
|
|
||||
Net availability at March 31, 2015
|
$
|
1,170
|
|
|
$
|
300
|
|
|
$
|
300
|
|
|
$
|
1,770
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Three Months Ended March 31,
|
(In millions)
|
||||||||||||||
Service cost
|
$
|
25
|
|
|
$
|
21
|
|
|
$
|
9
|
|
|
$
|
9
|
|
Interest cost
|
53
|
|
|
53
|
|
|
20
|
|
|
23
|
|
||||
Expected return on plan assets
|
(74
|
)
|
|
(68
|
)
|
|
(33
|
)
|
|
(31
|
)
|
||||
Amortization of:
|
|
|
|
|
|
|
|
||||||||
Net actuarial loss
|
51
|
|
|
38
|
|
|
11
|
|
|
5
|
|
||||
Prior service credit
|
—
|
|
|
—
|
|
|
(31
|
)
|
|
(36
|
)
|
||||
Net periodic benefit cost (credit)
|
$
|
55
|
|
|
$
|
44
|
|
|
$
|
(24
|
)
|
|
$
|
(30
|
)
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Three Months Ended March 31,
|
(In millions)
|
||||||||||||||
Service cost
|
$
|
20
|
|
|
$
|
17
|
|
|
$
|
7
|
|
|
$
|
7
|
|
Interest cost
|
40
|
|
|
40
|
|
|
16
|
|
|
17
|
|
||||
Expected return on plan assets
|
(53
|
)
|
|
(48
|
)
|
|
(23
|
)
|
|
(21
|
)
|
||||
Amortization of:
|
|
|
|
|
|
|
|
||||||||
Net actuarial loss
|
38
|
|
|
27
|
|
|
8
|
|
|
3
|
|
||||
Prior service cost (credit)
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
(27
|
)
|
||||
Net periodic benefit cost (credit)
|
$
|
45
|
|
|
$
|
36
|
|
|
$
|
(16
|
)
|
|
$
|
(21
|
)
|
Date
|
|
Number of Shares
|
|
Price per Share
|
|
Amount
|
||
|
|
|
|
|
|
(In millions)
|
||
February 17, 2015
|
|
1,427,835
|
|
$81.91
|
|
$
|
117
|
|
|
|
|
|
|
|
$
|
117
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Stock-based compensation expense
|
$
|
6
|
|
|
$
|
33
|
|
Tax benefit
|
$
|
2
|
|
|
$
|
13
|
|
Stock-based compensation cost capitalized in property, plant and equipment
|
$
|
1
|
|
|
$
|
5
|
|
|
Number of
Options |
|
Weighted
Average Exercise Price |
|
Aggregate Intrinsic Value
(In millions) |
|||||
Options outstanding at January 1, 2015
|
444,278
|
|
|
$
|
43.56
|
|
|
|
||
Exercised
|
(150,317
|
)
|
|
$
|
45.37
|
|
|
|
||
Forfeited or expired
|
(3,979
|
)
|
|
$
|
44.72
|
|
|
|
||
Options outstanding and exercisable at March 31, 2015
|
289,982
|
|
|
$
|
42.61
|
|
|
$
|
12
|
|
|
Restricted
Stock |
|
Weighted Average Grant Date Fair Value
|
|||
Balance at January 1, 2015
|
416,318
|
|
|
$
|
62.82
|
|
Grants
|
105,500
|
|
|
$
|
84.06
|
|
Forfeitures
|
(260
|
)
|
|
$
|
67.23
|
|
Vested and issued
|
(141,260
|
)
|
|
$
|
53.40
|
|
Balance at March 31, 2015
|
380,298
|
|
|
$
|
72.20
|
|
|
Performance
Shares |
|
Weighted Average Grant Date Fair Value
|
|||
Balance at January 1, 2015
|
1,554,697
|
|
|
$
|
69.32
|
|
Grants
|
429,151
|
|
|
$
|
84.04
|
|
Forfeitures
|
(5,021
|
)
|
|
$
|
69.16
|
|
Payouts
|
(532,700
|
)
|
|
$
|
—
|
|
Balance at March 31, 2015
|
1,446,127
|
|
|
$
|
75.76
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Inter-segment Revenues
|
|
|
|
||||
Electric
|
$
|
9
|
|
|
$
|
7
|
|
Gas
|
1
|
|
|
2
|
|
||
Gas Storage and Pipelines
|
1
|
|
|
1
|
|
||
Power and Industrial Projects
|
180
|
|
|
206
|
|
||
Energy Trading
|
9
|
|
|
9
|
|
||
Corporate and Other
|
1
|
|
|
2
|
|
||
|
$
|
201
|
|
|
$
|
227
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Operating Revenues
|
|
|
|
||||
Electric
|
$
|
1,203
|
|
|
$
|
1,412
|
|
Gas
|
647
|
|
|
804
|
|
||
Gas Storage and Pipelines
|
57
|
|
|
52
|
|
||
Power and Industrial Projects
|
567
|
|
|
575
|
|
||
Energy Trading
|
711
|
|
|
1,314
|
|
||
Corporate and Other
|
—
|
|
|
—
|
|
||
Reconciliation and Eliminations
|
(201
|
)
|
|
(227
|
)
|
||
Total
|
$
|
2,984
|
|
|
$
|
3,930
|
|
•
|
electric and gas customer satisfaction;
|
•
|
electric reliability;
|
•
|
rate competitiveness and affordability;
|
•
|
regulatory stability and investment recovery for the electric and gas utilities;
|
•
|
growth of utility asset base;
|
•
|
employee engagement;
|
•
|
cost structure optimization across all business segments;
|
•
|
cash, capital and liquidity to maintain or improve financial strength; and
|
•
|
investments that integrate assets and leverage skills and expertise.
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Net Income (Loss) Attributable to DTE Energy by Segment:
|
|
|
|
||||
Electric
|
$
|
136
|
|
|
$
|
136
|
|
Gas
|
111
|
|
|
129
|
|
||
Gas Storage and Pipelines
|
27
|
|
|
21
|
|
||
Power and Industrial Projects
|
33
|
|
|
15
|
|
||
Energy Trading
|
(9
|
)
|
|
42
|
|
||
Corporate and Other
|
(25
|
)
|
|
(17
|
)
|
||
Net Income Attributable to DTE Energy Company
|
$
|
273
|
|
|
$
|
326
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Operating Revenues
|
$
|
1,203
|
|
|
$
|
1,412
|
|
Fuel and purchased power
|
390
|
|
|
498
|
|
||
Gross Margin
|
813
|
|
|
914
|
|
||
Operation and maintenance
|
317
|
|
|
343
|
|
||
Depreciation and amortization
|
157
|
|
|
230
|
|
||
Taxes other than income
|
73
|
|
|
71
|
|
||
Operating Income
|
266
|
|
|
270
|
|
||
Other (Income) and Deductions
|
57
|
|
|
58
|
|
||
Income Tax Expense
|
73
|
|
|
76
|
|
||
Segment Net Income Attributable to DTE Energy Company
|
$
|
136
|
|
|
$
|
136
|
|
Reconciliation of Segment Net Income Attributable to DTE Energy Company to DTE Electric Net Income
|
1
|
|
|
1
|
|
||
DTE Electric Net Income Attributable to DTE Energy Company
|
$
|
137
|
|
|
$
|
137
|
|
|
Three Months
|
||
|
(In millions)
|
||
Securitization bond and tax surcharge
|
$
|
(87
|
)
|
Base sales, inclusive of weather effect
|
(10
|
)
|
|
Renewable energy program
|
2
|
|
|
Regulatory mechanisms and other
|
(6
|
)
|
|
Decrease in Electric segment gross margin
|
$
|
(101
|
)
|
Reconciliation of Electric segment gross margin to DTE Electric gross margin
|
2
|
|
|
Decrease in DTE Electric gross margin
|
$
|
(99
|
)
|
|
Three Months Ended March 31,
|
||||
|
2015
|
|
2014
|
||
|
(In thousands of MWh)
|
||||
DTE Electric Sales
|
|
|
|
||
Residential
|
3,852
|
|
|
3,978
|
|
Commercial
|
4,160
|
|
|
4,048
|
|
Industrial
|
2,464
|
|
|
2,501
|
|
Other
|
85
|
|
|
205
|
|
|
10,561
|
|
|
10,732
|
|
Interconnection sales (a)
|
946
|
|
|
618
|
|
Total DTE Electric Sales
|
11,507
|
|
|
11,350
|
|
|
|
|
|
||
DTE Electric Deliveries
|
|
|
|
|
|
Retail and Wholesale
|
10,561
|
|
|
10,732
|
|
Electric Customer Choice, including self generators (b)
|
1,256
|
|
|
1,267
|
|
Total DTE Electric Sales and Deliveries
|
11,817
|
|
|
11,999
|
|
(a)
|
Represents power that is not distributed by DTE Electric.
|
(b)
|
Represents deliveries for self generators who have purchased power from alternative energy suppliers to supplement their power requirements.
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Operating Revenues
|
$
|
647
|
|
|
$
|
804
|
|
Cost of gas
|
307
|
|
|
439
|
|
||
Gross Margin
|
340
|
|
|
365
|
|
||
Operation and maintenance
|
111
|
|
|
110
|
|
||
Depreciation and amortization
|
25
|
|
|
25
|
|
||
Taxes other than income
|
19
|
|
|
17
|
|
||
Operating Income
|
185
|
|
|
213
|
|
||
Other (Income) and Deductions
|
12
|
|
|
12
|
|
||
Income Tax Expense
|
62
|
|
|
72
|
|
||
Net Income Attributable to DTE Energy Company
|
$
|
111
|
|
|
$
|
129
|
|
|
Three Months
|
||
|
(In millions)
|
||
Weather
|
$
|
(18
|
)
|
Midstream storage and transportation revenues
|
(12
|
)
|
|
Infrastructure recovery mechanism
|
3
|
|
|
Energy optimization revenue
|
2
|
|
|
Decrease in gross margin
|
$
|
(25
|
)
|
|
Three Months Ended March 31,
|
||||
|
2015
|
|
2014
|
||
Gas Markets (in Bcf)
|
|
|
|
||
Gas sales
|
69
|
|
|
71
|
|
End user transportation
|
62
|
|
|
62
|
|
|
131
|
|
|
133
|
|
Intermediate transportation
|
103
|
|
|
99
|
|
|
234
|
|
|
232
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Operating Revenues
|
$
|
57
|
|
|
$
|
52
|
|
Operation and maintenance
|
12
|
|
|
11
|
|
||
Depreciation and amortization
|
7
|
|
|
7
|
|
||
Taxes other than income
|
1
|
|
|
1
|
|
||
Operating Income
|
37
|
|
|
33
|
|
||
Other (Income) and Deductions
|
(8
|
)
|
|
(2
|
)
|
||
Income Tax Expense
|
18
|
|
|
14
|
|
||
Net Income Attributable to DTE Energy Company
|
$
|
27
|
|
|
$
|
21
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Operating Revenues
|
$
|
567
|
|
|
$
|
575
|
|
Operation and maintenance
|
561
|
|
|
576
|
|
||
Depreciation and amortization
|
20
|
|
|
18
|
|
||
Taxes other than income
|
5
|
|
|
5
|
|
||
Asset (gains) and losses, reserves and impairments, net
|
(10
|
)
|
|
(1
|
)
|
||
Operating Loss
|
(9
|
)
|
|
(23
|
)
|
||
Other (Income) and Deductions
|
(17
|
)
|
|
(13
|
)
|
||
Income Taxes
|
|
|
|
||||
Expense (Benefit)
|
1
|
|
|
(4
|
)
|
||
Production Tax Credits
|
(27
|
)
|
|
(22
|
)
|
||
|
(26
|
)
|
|
(26
|
)
|
||
Net Income
|
34
|
|
|
16
|
|
||
Noncontrolling Interests
|
1
|
|
|
1
|
|
||
Net Income Attributable to DTE Energy Company
|
$
|
33
|
|
|
$
|
15
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Operating Revenues
|
$
|
711
|
|
|
$
|
1,314
|
|
Fuel, purchased power and gas
|
707
|
|
|
1,226
|
|
||
Gross Margin
|
4
|
|
|
88
|
|
||
Operation and maintenance
|
17
|
|
|
16
|
|
||
Taxes other than income
|
2
|
|
|
1
|
|
||
Operating Income (Loss)
|
(15
|
)
|
|
71
|
|
||
Other (Income) and Deductions
|
—
|
|
|
2
|
|
||
Income Tax Expense (Benefit)
|
(6
|
)
|
|
27
|
|
||
Net Income (Loss) Attributable to DTE Energy Company
|
$
|
(9
|
)
|
|
$
|
42
|
|
|
Three Months Ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(In millions)
|
||||||
Cash and Cash Equivalents
|
|
|
|
||||
Cash Flow From (Used For)
|
|
|
|
||||
Operating Activities:
|
|
|
|
||||
Net income
|
$
|
274
|
|
|
$
|
327
|
|
Adjustments to reconcile net income to net cash from operating activities:
|
|
|
|
||||
Depreciation and amortization
|
209
|
|
|
280
|
|
||
Nuclear fuel amortization
|
13
|
|
|
5
|
|
||
Allowance for equity funds used during construction
|
(5
|
)
|
|
(5
|
)
|
||
Deferred income taxes
|
84
|
|
|
77
|
|
||
Asset (gains) losses and impairments, net
|
(10
|
)
|
|
(1
|
)
|
||
Working capital and other
|
182
|
|
|
(151
|
)
|
||
Net cash from operating activities
|
747
|
|
|
532
|
|
||
Investing Activities:
|
|
|
|
||||
Plant and equipment expenditures — utility
|
(366
|
)
|
|
(399
|
)
|
||
Plant and equipment expenditures — non-utility
|
(39
|
)
|
|
(98
|
)
|
||
Acquisition
|
(240
|
)
|
|
—
|
|
||
Proceeds from sale of assets
|
13
|
|
|
3
|
|
||
Other
|
76
|
|
|
52
|
|
||
Net cash used for investing activities
|
(556
|
)
|
|
(442
|
)
|
||
Financing Activities:
|
|
|
|
||||
Issuance of long-term debt, net of issuance costs
|
495
|
|
|
—
|
|
||
Redemption of long-term debt
|
(117
|
)
|
|
(115
|
)
|
||
Short-term borrowings, net
|
(398
|
)
|
|
244
|
|
||
Issuance of common stock
|
9
|
|
|
—
|
|
||
Repurchase of common stock
|
—
|
|
|
(50
|
)
|
||
Dividends on common stock and other
|
(129
|
)
|
|
(123
|
)
|
||
Net cash used for financing activities
|
(140
|
)
|
|
(44
|
)
|
||
Net Increase in Cash and Cash Equivalents
|
$
|
51
|
|
|
$
|
46
|
|
|
Total
|
||
|
(In millions)
|
||
MTM at January 1, 2015
|
$
|
87
|
|
Reclassify to realized upon settlement
|
1
|
|
|
Changes in fair value recorded to income
|
(75
|
)
|
|
Amounts recorded to unrealized income
|
(74
|
)
|
|
Changes in fair value recorded in regulatory liabilities
|
(2
|
)
|
|
Change in collateral held by (for) others
|
27
|
|
|
Option premiums paid (received) and other
|
1
|
|
|
MTM at March 31, 2015
|
$
|
39
|
|
Source of Fair Value
|
|
2015
|
|
2016
|
|
2017
|
|
2018 and Beyond
|
|
Total Fair Value
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Level 1
|
|
$
|
(30
|
)
|
|
$
|
(8
|
)
|
|
$
|
(7
|
)
|
|
$
|
1
|
|
|
$
|
(44
|
)
|
Level 2
|
|
38
|
|
|
5
|
|
|
6
|
|
|
1
|
|
|
50
|
|
|||||
Level 3
|
|
(17
|
)
|
|
—
|
|
|
3
|
|
|
2
|
|
|
(12
|
)
|
|||||
MTM before collateral adjustments
|
|
$
|
(9
|
)
|
|
$
|
(3
|
)
|
|
$
|
2
|
|
|
$
|
4
|
|
|
(6
|
)
|
|
Collateral adjustments
|
|
|
|
|
|
|
|
|
|
45
|
|
|||||||||
MTM at March 31, 2015
|
|
|
|
|
|
|
|
|
|
$
|
39
|
|
|
Credit Exposure
Before Cash Collateral |
|
Cash
Collateral |
|
Net Credit
Exposure |
||||||
|
(In millions)
|
||||||||||
Investment Grade (a)
|
|
|
|
|
|
||||||
A− and Greater
|
$
|
159
|
|
|
$
|
—
|
|
|
$
|
159
|
|
BBB+ and BBB
|
260
|
|
|
—
|
|
|
260
|
|
|||
BBB−
|
78
|
|
|
—
|
|
|
78
|
|
|||
Total Investment Grade
|
497
|
|
|
—
|
|
|
497
|
|
|||
Non-investment grade (b)
|
2
|
|
|
—
|
|
|
2
|
|
|||
Internally Rated — investment grade (c)
|
267
|
|
|
(2
|
)
|
|
265
|
|
|||
Internally Rated — non-investment grade (d)
|
13
|
|
|
—
|
|
|
13
|
|
|||
Total
|
$
|
779
|
|
|
$
|
(2
|
)
|
|
$
|
777
|
|
(a)
|
This category includes counterparties with minimum credit ratings of Baa3 assigned by Moody’s Investors Service (Moody’s) or BBB- assigned by Standard & Poor’s Rating Group, a division of McGraw-Hill Companies, Inc. (Standard & Poor’s). The five largest counterparty exposures, combined, for this category represented approximately
17%
of the total gross credit exposure.
|
(b)
|
This category includes counterparties with credit ratings that are below investment grade. The five largest counterparty exposures, combined, for this category represented less than
1%
of the total gross credit exposure.
|
(c)
|
This category includes counterparties that have not been rated by Moody’s or Standard & Poor’s, but are considered investment grade based on DTE Energy’s evaluation of the counterparty’s creditworthiness. The five largest counterparty exposures, combined, for this category represented approximately
16%
of the total gross credit exposure.
|
(d)
|
This category includes counterparties that have not been rated by Moody’s or Standard & Poor’s, and are considered non-investment grade based on DTE Energy’s evaluation of the counterparty’s creditworthiness. The five largest counterparty exposures, combined, for this category represented approximately
1%
of the total gross credit exposure.
|
|
|
Assuming a
10% Increase in Prices/Rates |
|
Assuming a
10% Decrease in Prices/Rates |
|
|
||||||||||||
|
|
As of March 31,
|
|
As of March 31,
|
|
|
||||||||||||
Activity
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
Change in the Fair Value of
|
||||||||
|
|
(In millions)
|
|
|
||||||||||||||
Coal contracts
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
Commodity contracts
|
Natural gas contracts
|
|
$
|
(2
|
)
|
|
$
|
(12
|
)
|
|
$
|
2
|
|
|
$
|
12
|
|
|
Commodity contracts
|
Electricity contracts
|
|
$
|
(2
|
)
|
|
$
|
14
|
|
|
$
|
2
|
|
|
$
|
(14
|
)
|
|
Commodity contracts
|
Oil contracts
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
Commodity contracts
|
Interest rate risk
|
|
$
|
(357
|
)
|
|
$
|
(283
|
)
|
|
$
|
377
|
|
|
$
|
300
|
|
|
Long-term debt
|
|
Number of
Shares
Purchased (a)
|
|
Average
Price
Paid per
Share (a)
|
|
Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs
|
|
Average
Price Paid
per Share
|
|
Maximum Dollar
Value that May
Yet Be
Purchased Under
the Plans or
Programs
|
||||||
01/01/2015 — 01/31/2015
|
855
|
|
|
$
|
89.72
|
|
|
—
|
|
|
—
|
|
|
—
|
|
02/01/2015 — 02/28/2015
|
54,554
|
|
|
$
|
81.53
|
|
|
—
|
|
|
—
|
|
|
—
|
|
03/01/2015 — 03/31/2015
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
55,409
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
(a)
|
Represents shares of DTE Energy common stock withheld to satisfy income tax obligations upon the vesting of restricted stock based on the price in effect at the grant date.
|
Exhibit Number
|
|
Description
|
|
DTE
Energy
|
|
DTE
Electric
|
|
|
|
|
|
|
|
|
|
(i) Exhibits filed herewith:
|
|
|
|
|
|
|
|
|
|
|
|
4-289
|
|
Supplemental Indenture, dated as of March 1, 2015, between DTE Electric Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee. (2015 Series A due 2045)
|
|
X
|
|
X
|
|
|
|
|
|
|
|
10-94
|
|
First Amendment to DTE Energy Affiliates Nonqualified Plans Master Trust, effective as of March 15, 2015.
|
|
X
|
|
|
|
|
|
|
|
|
|
12-61
|
|
Computation of Ratio of Earnings to Fixed Charges
|
|
X
|
|
|
|
|
|
|
|
|
|
12-62
|
|
Computation of Ratio of Earnings to Fixed Charges
|
|
|
|
X
|
|
|
|
|
|
|
|
31-97
|
|
Chief Executive Officer Section 302 Form 10-Q Certification of Periodic Report
|
|
X
|
|
|
|
|
|
|
|
|
|
31-98
|
|
Chief Financial Officer Section 302 Form 10-Q Certification of Periodic Report
|
|
X
|
|
|
|
|
|
|
|
|
|
31-99
|
|
Chief Executive Officer Section 302 Form 10-Q Certification of Periodic Report
|
|
|
|
X
|
|
|
|
|
|
|
|
31-100
|
|
Chief Financial Officer Section 302 Form 10-Q Certification of Periodic Report
|
|
|
|
X
|
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
X
|
|
X
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
X
|
|
X
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
X
|
|
X
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Database
|
|
X
|
|
X
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
X
|
|
X
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
X
|
|
X
|
|
|
|
|
|
|
|
|
|
(ii) Exhibits furnished herewith:
|
|
|
|
|
|
|
|
|
|
|
|
32-97
|
|
Chief Executive Officer Section 906 Form 10-Q Certification of Periodic Report
|
|
X
|
|
|
|
|
|
|
|
|
|
32-98
|
|
Chief Financial Officer Section 906 Form 10-Q Certification of Periodic Report
|
|
X
|
|
|
|
|
|
|
|
|
|
32-99
|
|
Chief Executive Officer Section 906 Form 10-Q Certification of Periodic Report
|
|
|
|
X
|
|
|
|
|
|
|
|
32-100
|
|
Chief Financial Officer Section 906 Form 10-Q Certification of Periodic Report
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
(iii) Exhibits incorporated by reference:
|
|
|
|
|
|
|
|
|
|
|
|
10-94
|
|
Form of Third Amended and Restated DTE Energy Company Five-Year Credit Agreement, dated as of October 21, 2011 and amended and restated as of April 16, 2015, by and among DTE Energy Company, the lenders party thereto, Citibank, N.A., as Administrative Agent, and Barclays Bank PLC, The Bank of Nova Scotia and JPMorgan Chase Bank, N.A. as Co-Syndication Agents (Exhibit 10.01 to DTE Energy Company's Form 8-K filed on April 21, 2015).
|
|
X
|
|
|
|
|
|
|
|
|
|
10-95
|
|
Form of Third Amended and Restated DTE Gas Company Five-Year Credit Agreement, dated as of October 21, 2011 and amended and restated as of April 16, 2015, by and among DTE Gas Company, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and Barclays Bank PLC, Citibank, N.A., and Bank of America, N.A., as Co-Syndication Agents (Exhibit 10.02 to DTE Energy Company's Form 8-K filed on April 21, 2015).
|
|
X
|
|
|
|
|
|
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10-96
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Form of Third Amended and Restated DTE Electric Company Five-Year Credit Agreement, dated as of October 21, 2011 and amended and restated as of April 16, 2015, by and among DTE Electric Company, the lenders party thereto, Barclays Bank PLC, as Administrative Agent, and Citibank N.A., JPMorgan Chase Bank, N.A., and Wells Fargo Bank, National Association as Co-Syndication Agents (Exhibit 10.01 to DTE Energy Company's and DTE Electric Company's Form 8-K filed on April 21, 2015).
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X
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X
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Date: April 24, 2015
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DTE ENERGY COMPANY
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By:
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/S/DONNA M. ENGLAND
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Donna M. England
Chief Accounting Officer |
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DTE ELECTRIC COMPANY
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By:
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/S/DONNA M. ENGLAND
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Donna M. England
Chief Accounting Officer |
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PAGE
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PARTIES
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3
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RECITALS
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3
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Original Indenture and Supplemental Indentures
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3
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Issue of Bonds Under Indenture
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4
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Bonds Heretofore Issued
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4
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Reason for Creation of New Series
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11
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Bonds to be 2015 Series A
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11
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Further Assurance
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11
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Authorization of Supplemental Indenture
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11
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Consideration for Supplemental Indenture
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11
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PART I. CREATION OF THREE HUNDRED SEVENTY FIFTH SERIES OF BONDS, GENERAL AND REFUNDING MORTGAGE BONDS, 2015 SERIES A
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12
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Sec. 1. Terms of Bonds of 2015 Series A
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12
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Sec. 2. Redemption of Bonds of 2015 Series A
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14
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Sec. 3. Exchange and Transfer
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16
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Sec. 4. Form of Bonds of 2015 Series A
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16
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Form of Trustee’s Certificate
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20
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PART II. RECORDING AND FILING DATA
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29
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Recording and Filing of Original Indenture
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29
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Recording and Filing of Supplemental Indentures
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30
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Recording and Filing of Supplemental Indenture Dated as of July 1, 2014
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34
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Recording of Certificates of Provision for Payment
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35
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PART III. THE TRUSTEE
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35
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Terms and Conditions of Acceptance of Trust by Trustee
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35
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PART IV. MISCELLANEOUS
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35
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Confirmation of Section 318(c) of Trust Indenture Act
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35
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Execution in Counterparts
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35
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EXECUTION
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35
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Testimonium
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35
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Execution by Company
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36
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Acknowledgment of Execution by Company
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37
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Execution by Trustee
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38
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Acknowledgment of Execution by Trustee
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39
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Affidavit as to Consideration and Good Faith
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40
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*
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This Table of Contents shall not have any bearing upon the interpretation of any of the terms or provisions of this Indenture.
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(256)
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Bonds of Series T
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- Principal Amount $75,000,000,
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(257)
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Bonds of Series U
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- Principal Amount $75,000,000,
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(258)
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Bonds of 1986 Series B
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- Principal Amount $100,000,000,
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(259)
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Bonds of 1987 Series D
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- Principal Amount $250,000,000,
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(260)
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Bonds of 1987 Series E
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- Principal Amount $150,000,000,
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(261)
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Bonds of 1987 Series C
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- Principal Amount $225,000,000,
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(262)
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Bonds of Series V
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- Principal Amount $100,000,000,
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(263)
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Bonds of Series SS
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- Principal Amount $150,000,000,
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(264)
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Bonds of 1980 Series B
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- Principal Amount $100,000,000,
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(265)
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Bonds of 1986 Series C
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- Principal Amount $200,000,000,
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(266)
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Bonds of 1986 Series A
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- Principal Amount $200,000,000,
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(267)
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Bonds of 1987 Series B
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- Principal Amount $175,000,000,
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(268)
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Bonds of Series X
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- Principal Amount $100,000,000,
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(269)
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Bonds of 1987 Series F
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- Principal Amount $200,000,000,
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(270)
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Bonds of 1987 Series A
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- Principal Amount $300,000,000,
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(271)
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Bonds of Series Y
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- Principal Amount $60,000,000,
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(272)
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Bonds of Series Z
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- Principal Amount $100,000,000,
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(273)
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Bonds of 1989 Series A
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- Principal Amount $300,000,000,
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(274)
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Bonds of 1984 Series AP
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- Principal Amount $2,400,000,
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(275)
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Bonds of 1984 Series BP
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- Principal Amount $7,750,000,
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(276)
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Bonds of Series R
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- Principal Amount $100,000,000,
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(277)
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Bonds of Series S
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- Principal Amount $150,000,000,
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(278)
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Bonds of 1993 Series D
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- Principal Amount $100,000,000,
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(279)
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Bonds of 1992 Series E
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- Principal Amount $50,000,000,
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(280)
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Bonds of 1993 Series B
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- Principal Amount $50,000,000,
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(281)
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Bonds of 1989 Series BP
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- Principal Amount $66,565,000,
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(313)
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Bonds of 2001 Series D
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- Principal Amount $200,000,000,
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(314)
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Bonds of 2005 Series B
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- Principal Amount $200,000,000,
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(315)
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Bonds of 2006 Series CT
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- Principal Amount $68,500,000,
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(316)
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Bonds of 2005 Series DT
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- Principal Amount $119,175,000,
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(317)
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Bonds of 1991 Series AP
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- Principal Amount $32,375,000,
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(318)
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Bonds of 2008 Series DT
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- Principal Amount $68,500,000,
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(319)
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Bonds of 1993 Series AP
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- Principal Amount $65,000,000,
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(320)
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Bonds of 2001 Series E
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- Principal Amount $500,000,000,
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(321)
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Bonds of 2001 Series AP
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- Principal Amount $31,000,000,
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(322)
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Bonds of 1991 Series BP
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- Principal Amount $25,910,000,
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(323)
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Bonds of 2001 Series BP
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- Principal Amount $82,350,000,
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(324)
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Bonds of 1999 Series AP
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- Principal Amount $118,360,000,
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(325)
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Bonds of 1999 Series CP
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- Principal Amount $66,565,000,
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(326)
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Bonds of 1999 Series BP
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- Principal Amount $39,745,000,
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(327)
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Bonds of 2001 Series CP
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- Principal Amount $139,855,000,
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(328)
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Bonds of 2000 Series B
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- Principal Amount $50,745,000,
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(329)
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Bonds of 2002 Series A
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- Principal Amount $225,000,000,
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(330)
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Bonds of 2002 Series C
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- Principal Amount $64,300,000,
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(331)
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Bonds of 2002 Series D
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- Principal Amount $55,975,000,
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(332)
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Bonds of 2009 Series CT
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- Principal Amount $65,000,000,
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(333)
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Bonds of 2003 Series A
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- Principal Amount $49,000,000,
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(334)
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Bonds of 2008 Series J
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- Principal Amount $250,000,000,
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(335)
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Bonds of 2008 Series LT
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- Principal Amount $50,000,000
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(336)
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Bonds of 1990 Series C
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- Principal Amount $85,475,000,
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(337)
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Bonds of 2011 Series AT
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- Principal Amount $31,000,000,
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(338)
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Bonds of 2004 Series B
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- Principal Amount $31,980,000,
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(339)
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Bonds of 2004 Series A
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- Principal Amount $36,000,000, and
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(340)
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Bonds of 2009 Series BT
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- Principal Amount $68,5000,000
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all of which have either been retired and cancelled, or no longer represent obligations of the Company, having matured or having been called for redemption and funds necessary to effect the payment, redemption and retirement thereof having been deposited with the Trustee as a special trust fund to be applied for such purpose;
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(341)
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Bonds of 1990 Series B in the principal amount of Two hundred fifty-six million nine hundred thirty-two thousand dollars ($256,932,000) of Two hundred thirty-seven million nine hundred thousand dollars ($237,900,000) which principal amount have heretofore been retired;
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(342)
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Intentionally reserved for 1990 Series E
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(343)
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Intentionally reserved for 1990 Series F
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(344)
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Bonds of 1991 Series CP in the principal amount of Thirty-two million eight hundred thousand dollars ($32,800,000), all of which are outstanding at the date hereof;
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(345)
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Bonds of 1991 Series DP in the principal amount of Thirty-seven million six hundred thousand dollars ($37,600,000), all of which are outstanding at the date hereof;
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(346)
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Bonds of 1992 Series AP in the principal amount of Sixty-six million dollars ($66,000,000), all of which are outstanding at the date hereof;
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(347)
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Bonds of 2002 Series B in the principal amount of Two hundred twenty-fifty million dollars ($225,000,000) all of which are outstanding at the date hereof;
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(348)
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Bonds of 2004 Series D in the principal amount of Two hundred million dollars ($200,000,000) all of which are outstanding at the date hereof;
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(349)
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Bonds of 2005 Series AR in the principal amount of Two hundred million dollars ($200,000,000) all of which are outstanding at the date hereof;
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(350)
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Bonds of 2005 Series BR in the principal amount of Two hundred million dollars ($200,000,000) all of which are outstanding at the date hereof;
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(351)
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Bonds of 2005 Series C in the principal amount of One hundred million dollars ($100,000,000) all of which are outstanding at the date hereof;
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(352)
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Bonds of 2005 Series E in the principal amount of Two hundred fifty million dollars ($250,000,000) all of which are outstanding at the date hereof;
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(353)
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Bonds of 2006 Series A in the principal amount of Two hundred fifty million dollars ($250,000,000) all of which are outstanding at the date hereof;
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(354)
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Bonds of 2007 Series A in the principal amount of Fifty million dollars ($50,000,000) all of which are outstanding at the date hereof;
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(355)
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Bonds of 2008 Series ET in the principal amount of One hundred nineteen million one hundred seventy five dollars ($119,175,000) all of which are outstanding at the date hereof;
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(356)
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Bonds of 2008 Series G in the principal amount of Three hundred million dollars ($300,000,000) all of which are outstanding at the date hereof
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(357)
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Bonds of 2008 Series KT in the principal amount of Thirty-two million three hundred seventy-five thousand dollars ($32,375,000) all of which are outstanding at the date hereof
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(358)
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Bonds of 2010 Series B in the principal amount of Three hundred million dollars ($300,000,000) all of which are outstanding at the date hereof
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(359)
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Bonds of 2010 Series A in the principal amount of Three hundred million dollars ($300,000,000) all of which are outstanding at the date hereof
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(360)
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Bonds of 2010 Series CT in the principal amount of Nineteen million eight hundred fifty five thousand dollars ($19,855,000) all of which are outstanding at the date hereof
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(361)
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Bonds of 2011 Series B in the principal amount of Thirty one million dollars ($31,000,000) all of which are outstanding at the date hereof
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(362)
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Bonds of 2011 Series D in the principal amount of One hundred two million dollars ($102,000,000) all of which are outstanding at the date hereof
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(363)
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Bonds of 2011 Series E in the principal amount of Seventy seven million dollars ($77,000,000) all of which are outstanding at the date hereof
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(364)
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Bonds of 2011 Series F in the principal amount of Forty six million dollars ($46,000,000) all of which are outstanding at the date hereof
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(365)
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Bonds of 2011 Series G in the principal amount of Eighty two million three hundred fifty thousand dollars ($82,350,000) all of which are outstanding at the date hereof
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(366)
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Bonds of 2011 Series H in the principal amount of One hundred forty million dollars ($140,000,000) all of which are outstanding at the date hereof
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(367)
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Bonds of 2012 Series A in the principal amount of Two hundred fifty million dollars ($250,000,000) all of which are outstanding at the date hereof
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(368)
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Bonds of 2012 Series B in the principal amount of Two hundred fifty million dollars ($250,000,000) all of which are outstanding at the date hereof
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(369)
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Bonds of 2013 Series A in the principal amount of Three hundred seventy five million dollars ($375,000,000) all of which are outstanding at the date hereof
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(370)
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Bonds of 2013 Series B in the principal amount of Four hundred million dollars ($400,000,000) all of which are outstanding at the date hereof
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(371)
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Bonds of 2014 Series A in the principal amount of One hundred million dollars ($100,000,000) all of which are outstanding at the date hereof
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(372)
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Bonds of 2014 Series B in the principal amount of One hundred fifty million dollars ($150,000,000) all of which are outstanding at the date hereof
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(373)
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Bonds of 2014 Series D in the principal amount of Three hundred fifty million dollars ($350,000,000) all of which are outstanding at the date hereof and Bonds of 2014 Series E in the principal amount of Three hundred fifty million dollars ($350,000,000) all of which are outstanding at the date hereof
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accordingly, the Company has issued and has presently outstanding Five billion, one hundred sixty-four million, one hundred eighty-seven thousand dollars ($5,164,187,000) aggregate principal amount of its General and Refunding Mortgage Bonds (the “Bonds”) at the date hereof.
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REASON FOR CREATION OF NEW SERIES.
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WHEREAS, the Company desires to issue a new series of bonds pursuant to the Indenture; and
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BONDS TO BE 2015 SERIES A.
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WHEREAS, the Company desires by this Supplemental Indenture to create a new series of bonds, to be designated “General and Refunding Mortgage Bonds, 2015 Series A,” in the aggregate principal amount of five hundred million dollars ($500,000,000), to be authenticated and delivered pursuant to Section 8 of Article III of the Indenture; and
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FURTHER ASSURANCE.
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WHEREAS, the Original Indenture, by its terms, includes in the property subject to the lien thereof all of the estates and properties, real, personal and mixed, rights, privileges and franchises of every nature and kind and wheresoever situate, then or thereafter owned or possessed by or belonging to the Company or to which it was then or at any time thereafter might be entitled in law or in equity (saving and excepting, however, the property therein specifically excepted or released from the lien thereof), and the Company therein covenanted that it would, upon reasonable request, execute and deliver such further instruments as may be necessary or proper for the better assuring and confirming unto the Trustee all or any part of the trust estate, whether then or thereafter owned or acquired by the Company (saving and excepting, however, property specifically excepted or released from the lien thereof); and
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AUTHORIZATION OF SUPPLEMENTAL INDENTURE.
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WHEREAS, the Company in the exercise of the powers and authority conferred upon and reserved to it under and by virtue of the provisions of the Indenture, and pursuant to resolutions of its Board of Directors, has duly resolved and determined to make, execute and deliver to the Trustee a supplemental indenture in the form hereof for the purposes herein provided; and
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WHEREAS, all conditions and requirements necessary to make this Supplemental Indenture a valid and legally binding instrument in accordance with its terms have been done, performed and fulfilled, and the execution and delivery hereof have been in all respects duly authorized;
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CONSIDERATION FOR SUPPLEMENTAL INDENTURE.
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NOW, THEREFORE, THIS INDENTURE WITNESSETH: That DTE Electric Company, in consideration of the premises and of the covenants contained in the Indenture and of the sum of One Dollar ($1.00) and other good and valuable consideration to it duly paid by the Trustee at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, hereby covenants and agrees to and with the Trustee and its successors in the trusts under the Original Indenture and in said indentures supplemental thereto as follows:
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PART I.
CREATION OF THREE HUNDRED SEVENTY FIFTH
SERIES OF BONDS,
GENERAL AND REFUNDING MORTGAGE BONDS,
2015 SERIES A
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TERMS OF BONDS OF
2015 SERIES A.
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SECTION 1. The Company hereby creates the three hundred seventy fifth series of bonds to be issued under and secured by the Original Indenture as amended to date and as further amended by this Supplemental Indenture, to be designated, and to be distinguished from the bonds of all other series, by the title “General and Refunding Mortgage Bonds, 2015 Series A” (elsewhere herein referred to as the “bonds of 2015 Series A”). The aggregate principal amount of bonds of 2015 Series A shall be limited to five hundred million dollars ($500,000,000), except as provided in Sections 7 and 13 of Article II of the Original Indenture with respect to exchanges and replacements of bonds, and except further that the Company may, without the consent of any holder of the bonds of 2015 Series A, “reopen” the bonds of 2015 Series A, so long as any additional bonds of 2015 Series A have the same tenor and terms as the bonds of 2015 Series A established hereby.
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The bonds of 2015 Series A shall be issued as registered bonds without coupons in denominations of $2,000 and any larger amount that is an integral multiple of $1,000. The bonds of 2015 Series A shall be issued in the aggregate principal amount of $500,000,000, shall mature on March 15, 2045 (subject to earlier redemption or release) and shall bear interest, payable semi-annually on March 15 and September 15 of each year (commencing September 15, 2015), at the rate of three and seventy hundredths percent (3.70%) per annum until the principal thereof shall have become due and payable and thereafter until the Company’s obligation with respect to the payment of said principal shall have been discharged as provided in the Indenture. The bonds of 2015 Series A will be issued in book-entry form through the facilities of The Depository Trust Company. Except as otherwise specifically provided in this Supplemental Indenture, the bonds of 2015 Series A shall be payable, as to principal, premium, if any, and interest, at the office or agency of the Company in the Borough of Manhattan, the City and State of New York, in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts.
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Except as provided herein, each bond of 2015 Series A shall be dated the date of its authentication and interest shall be payable on the principal represented thereby from the March 15 or September 15 next preceding the date to which interest has been paid on bonds of 2015 Series A, unless the bond is authenticated on a date prior to September 15, 2015 in which case interest shall be payable from March 11, 2015.
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The bonds of 2015 Series A in definitive form shall be, at the election of the Company, fully engraved or shall be lithographed or printed in authorized denominations as aforesaid and numbered R-1 and upwards (with such further designation as may be appropriate and desirable to indicate by such designation the form, series and denomination of bonds of 2015 Series A). Until bonds of 2015 Series A in definitive form are ready for delivery, the Company may execute, and upon its request in writing the Trustee shall authenticate and deliver in lieu thereof, bonds of 2015 Series A in temporary form, as provided in Section 10 of Article II of the Indenture. Temporary bonds of 2015 Series A if any, may be printed and may be issued in authorized denominations in substantially the form of definitive bonds of 2015 Series A, but without a recital of redemption prices and with such omissions, insertions and variations as may be appropriate for temporary bonds, all as may be determined by the Company.
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Interest on any bond of 2015 Series A that is payable on any interest payment date and is punctually paid or duly provided for shall be paid to the person in whose name that bond, or any previous bond to the extent evidencing the same debt as that evidenced by that bond, is registered at the close of business on the regular record date for such interest, which regular record date shall be the fifteenth calendar day (whether or not such day is a business day) immediately preceding the applicable interest payment date. If the Company shall default in the payment of the interest due on any interest payment date on the principal represented by any bond of 2015 Series A, such defaulted interest shall forthwith cease to be payable to the registered holder of that bond on the relevant regular record date by virtue of his having been such holder, and such defaulted interest may be paid to the registered holder of that bond (or any bond or bonds of 2015 Series A issued upon transfer or exchange thereof) on the date of payment of such defaulted interest or, at the election of the Company, to the person in whose name that bond (or any bond or bonds of 2015 Series A issued upon transfer or exchange thereof) is registered on a subsequent record date established by notice given by mail by or on behalf of the Company to the holders of bonds of 2015 Series A not less than ten (10) days preceding such subsequent record date, which subsequent record date shall be at least five (5) days prior to the payment date of such defaulted interest. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
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Bonds of 2015 Series A, in definitive and temporary form, may bear such legends as may be necessary to comply with any law or with any rules or regulations made pursuant thereto.
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If any interest payment date, date of redemption or the stated maturity for the bonds of 2015 Series A would otherwise be a day that is not a business day, payment of principal and/or interest or premium, if any, with respect to the bonds of 2015 Series A will be paid on the next succeeding business day with the same force and effect as if made on such date and no interest on such payment will accrue from and after such date.
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“Business day” means any day other than a day on which banking institutions in the State of New York or the State of Michigan are authorized or obligated pursuant to law or executive order to close.
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REDEMPTION OF BONDS OF 2015 SERIES A.
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SECTION 2. Bonds of 2015 Series A will be redeemable at the option of the Company, in whole at any time or in part from time to time at the redemption prices set forth below.
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At any time prior to September 15, 2044, the optional redemption price will be equal to the greater of (i) 100% of the principal amount of the bonds of 2015 Series A to be redeemed on the redemption date and (ii) the sum of the present values of the remaining scheduled payments of principal and interest of the bonds of 2015 Series A to be redeemed on the redemption date (not including any portion of any payments of interest accrued to the redemption date) until stated maturity, in each case discounted from their respective scheduled payment dates to such redemption date on a semiannual basis (assuming a 360-day year consisting of 30-day months) at the Adjusted Treasury Rate (as defined below) plus 15 basis points, as determined by the Quotation Agent (as defined below), plus, in each case, accrued and unpaid interest thereon to the redemption date.
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At any time on or after September 15, 2044, the optional redemption price will be equal to 100% of the principal amount of the bonds of 2015 Series A to be redeemed plus accrued and unpaid interest thereon to the redemption date.
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Notwithstanding the foregoing, installments of interest on the bonds of 2015 Series A that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date.
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“Adjusted Treasury Rate” means, with respect to any optional redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue (as defined below), calculated on the third Business Day preceding such redemption date assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.
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“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the bonds of 2015 Series A that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the bonds of 2015 Series A.
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“Comparable Treasury Price” means, with respect to any optional redemption date, (i) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Quotation Agent obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such quotations, or (iii) if only one Reference Treasury Dealer Quotation is received, such quotation.
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“Quotation Agent” means one of the Reference Treasury Dealers appointed by the Company.
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“Reference Treasury Dealer” means (i) each of Barclays Capital Inc., Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (or their respective affiliates which are Primary Treasury Dealers), and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer in the United States (a “Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer(s) the Company selects.
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“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any optional redemption date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date.
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The bonds of 2015 Series A shall be redeemable as aforesaid upon giving notice of such redemption by first class mail, postage prepaid, by or on behalf of the Company at least thirty (30) days, but not more than sixty (60) days, prior to the date fixed for redemption to the registered holders of bonds of 2015 Series A so called for redemption at their last respective addresses appearing on the register thereof, but failure to mail such notice to the registered holders of any bonds of 2015 Series A designated for redemption shall not affect the validity of any such redemption of any other bonds of such series. Interest shall cease to accrue on any bonds of 2015 Series A (or any portion thereof) so called for redemption from and after the date fixed for redemption if payment sufficient to redeem the bonds of 2015 Series A (or such portion) designated for redemption has been duly provided for. Bonds of 2015 Series A redeemed in part only shall be in amounts of $2,000 or any larger amount that is an integral multiple of $1,000.
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If the giving of the notice of redemption shall have been completed, or if provision satisfactory to the Trustee for the giving of such notice shall have been made, and if the Company shall have deposited with the Trustee in trust funds (which shall have become available for payment to the holders of the bonds of 2015 Series A so to be redeemed) sufficient to redeem bonds of 2015 Series A in whole or in part, on the date fixed for redemption, then all obligations of the Company in respect of such bonds (or portions thereof) so to be redeemed and interest due or to become due thereon shall cease and be discharged and the holders of such bonds of 2015 Series A (or portions thereof) shall thereafter be restricted exclusively to such funds for any and all claims of whatsoever nature on their part under the Indenture or in respect of such bonds (or portions thereof) and interest.
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The bonds of 2015 Series A shall not be entitled to or subject to any sinking fund and shall not be redeemable other than as provided in Section 2 hereof.
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This bond is one of an authorized issue of bonds of the Company, unlimited as to amount except as provided in the Indenture hereinafter mentioned or any indentures supplemental thereto, and is one of a series of General and Refunding Mortgage Bonds known as 2015 Series A, limited to an aggregate principal amount of $500,000,000, except as otherwise provided in the Indenture hereinafter mentioned. This bond and all other bonds of said series are issued and to be issued under, and are all equally and ratably secured (except insofar as any sinking, amortization, improvement or analogous fund, established in accordance with the provisions of the Indenture hereinafter mentioned, may afford additional security for the bonds of any particular series and except as provided in Section 3 of Article VI of said Indenture) by an Indenture, dated as of October 1, 1924, duly executed by the Company to The Bank of New York Mellon Trust Company, N.A., as successor Trustee, to which Indenture and all indentures supplemental thereto (including the Supplemental Indenture dated as of March 1, 2015) reference is hereby made for a description of the properties and franchises mortgaged and conveyed, the nature and extent of the security, the terms and conditions upon which the bonds are issued and under which additional bonds may be issued, and the rights of the holders of the bonds and of the Trustee in respect of such security (which Indenture and all indentures supplemental thereto, including the Supplemental Indenture dated as of March 1, 2015, are hereinafter collectively called the “Indenture”). As provided in the Indenture, said bonds may be for various principal sums and are issuable in series, which may mature at different times, may bear interest at different rates and may otherwise vary as in said Indenture provided. With the consent of the Company and to the extent permitted by and as provided in the Indenture, the rights and obligations of the Company and of the holders of the bonds and the terms and provisions of the Indenture, or of any indenture supplemental thereto, may be modified or altered in certain respects by affirmative vote of at least eighty-five percent (85%) in amount of the bonds then outstanding, and, if the rights of one or more, but less than all, series of bonds then outstanding are to be affected by the action proposed to be taken, then also by affirmative vote of at least eighty-five percent (85%) in amount of the series of bonds so to be affected (excluding in every instance bonds disqualified from voting by reason of the Company’s interest therein as specified in the Indenture); provided, however, that, without the consent of the holder hereof, no such modification or alteration shall, among other things, affect the terms of payment of the principal of or the interest on this bond, which in those respects is unconditional.
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This bond is not subject to repayment at the option of the holder hereof. Except as provided below, this bond is not redeemable by the Company prior to maturity and is not subject to any sinking fund.
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This bond will be redeemable at the option of the Company, in whole at any time or in part from time to time at the redemption prices set forth below. At any time prior to September 15, 2044, the optional redemption price will be equal to the greater of (i) 100% of the principal amount of this bond to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest of this bond to be redeemed (not including any portion of any payments of interest accrued to the optional redemption date) until stated maturity, in each case discounted from their respective scheduled payment dates to such redemption date on a semiannual basis (assuming a 360-day year consisting of 30-day months) at the Adjusted Treasury Rate (as defined below) plus 15 basis points, as determined by the Quotation Agent (as defined below), plus, in each case, accrued and unpaid interest thereon to the redemption date. At any time on or after September 15, 2044, the optional redemption price will be equal to 100% of the principal amount of this bond to be redeemed plus accrued and unpaid interest thereon to the redemption date.
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Notwithstanding the foregoing, installments of interest on this bond that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date.
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“Adjusted Treasury Rate” means, with respect to any optional redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated on the third Business Day preceding such redemption date assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.
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“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of this bond that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of this bond.
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“Comparable Treasury Price” means, with respect to any optional redemption date, (i) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Quotation Agent obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such quotations, or (iii) if only one Reference Treasury Dealer Quotation is received, such quotation.
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“Quotation Agent” means one of the Reference Treasury Dealers appointed by the Company
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“Reference Treasury Dealer” means (i) each of Barclays Capital Inc., Citigroup Global Markets Inc., and Merrill Lynch, Pierce, Fenner & Smith Incorporated (or their respective affiliates which are Primary Treasury Dealers), and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer in the United States (a “Primary Treasury Dealer”), the Company will substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer(s) the Company selects.
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“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any optional redemption date, the average, as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date.
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Notice of any optional redemption will be mailed at least 30 days but not more than 60 days before the optional redemption date to the holder hereof at its registered address. If notice has been provided in accordance with the Indenture and funds for the redemption of this bond called for redemption have been made available on the redemption date, this bond will cease to bear interest on the date fixed for redemption. Thereafter, the only right of the holder hereof will be to receive payment of the redemption price.
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Under the Indenture, funds may be deposited with the Trustee (which shall have become available for payment), in advance of the redemption date of any of the bonds of 2015 Series A (or portions thereof), in trust for the redemption of such bonds (or portions thereof) and the interest due or to become due thereon, and thereupon all obligations of the Company in respect of such bonds (or portions thereof) so to be redeemed and such interest shall cease and be discharged, and the holders thereof shall thereafter be restricted exclusively to such funds for any and all claims of whatsoever nature on their part under the Indenture or with respect to such bonds (or portions thereof) and interest.
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In case an event of default, as defined in the Indenture, shall occur, the principal of all the bonds issued thereunder may become or be declared due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.
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The bonds of this series are issuable only in fully registered form without coupons in denominations of $2,000 and any larger amount that is an integral multiple of $1,000. This Global Security is exchangeable for bonds in definitive form only under certain limited circumstances set forth in the Indenture. As provided in the Indenture and subject to certain limitations therein set forth, bonds of this series are exchangeable for a like aggregate principal amount of bonds of this series of a different authorized denomination, as requested by the registered holder surrendering the same.
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This bond is transferable by the registered holder hereof, in person or by his attorney duly authorized in writing, on the books of the Company kept at its office or agency in the Borough of Manhattan, the City and State of New York, upon surrender and cancellation of this bond, and thereupon, a new registered bond of the same series of authorized denominations for a like aggregate principal amount will be issued to the transferee in exchange therefor, and this bond with others in like form may in like manner be exchanged for one or more new bonds of the same series of other authorized denominations, but of the same aggregate principal amount, all as provided and upon the terms and conditions set forth in the Indenture, and upon payment, in any event, of the charges prescribed in the Indenture.
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PART II.
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RECORDING AND FILING DATA
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RECORDING AND FILING OF ORIGINAL INDENTURE.
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The Original Indenture and indentures supplemental thereto have been recorded and/or filed and Certificates of Provision for Payment have been recorded as hereinafter set forth.
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The Original Indenture has been recorded as a real estate mortgage and filed as a chattel Mortgage in the offices of the respective Registers of Deeds of certain counties in the State of Michigan as set forth in the Supplemental Indenture dated as of September 1, 1947, has been recorded as a real estate mortgage in the office of the Register of Deeds of Mason County, Michigan as set forth in the Supplemental Indenture dated as of June 15, 1971, has been recorded as a real estate mortgage in the office of the Register of Deeds of Genesee County, Michigan as set forth in the Supplemental Indenture dated as of May 1, 1974, has been recorded as a real estate mortgage in the office of the Register of Deeds of Gratiot County, Michigan on June 18, 2012 at Liber 923 Page 772, has been recorded as a real estate mortgage in the office of the Register of Deeds of Midland County, Michigan on June 18, 2012 at Liber 1555 Page 504, has been recorded as a real estate mortgage in the office of the Register of Deeds of Montcalm County, Michigan on March 6, 2015 at Document Number 2015R-03220 has been filed in the Office of the Secretary of State of Michigan on November 16, 1951 and has been filed and recorded in the office of the Interstate Commerce Commission on December 8, 1969.
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RECORDING AND FILING OF SUPPLEMENTAL INDENTURES.
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Pursuant to the terms and provisions of the Original Indenture, indentures supplemental thereto heretofore entered into have been Recorded as a real estate mortgage and/or filed as a chattel mortgage or as a financing statement in the offices of the respective Registers of Deeds of certain counties in the State of Michigan, the Office of the Secretary of State of Michigan and the Office of the Interstate Commerce Commission or the Surface Transportation Board, as set forth in supplemental indentures as follows:
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May 1, 1953(a)
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Series M Bonds and Subject Properties
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March 15, 1954
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March 15, 1954(a)(c)
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Series N Bonds and Subject Properties
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May 15, 1955
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May 15, 1955(a)(c)
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Series O Bonds and Subject Properties
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August 15, 1957
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August 15, 1957(a)(c)
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Series P Bonds, Additional Provisions and Subject Properties
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June 1, 1959
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June 1, 1959(a)(c)
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Series Q Bonds and Subject Properties
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December 1, 1966
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December 1, 1966(a)(c)
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Series R Bonds, Additional Provisions and Subject Properties
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October 1, 1968
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October 1, 1968(a)(c)
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Series S Bonds and Subject Properties
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December 1, 1969
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December 1, 1969(a)(c)
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Series T Bonds and Subject Properties
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July 1, 1970
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July 1, 1970(c)
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Series U Bonds and Subject Properties
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December 15, 1970
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December 15, 1970(c)
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Series V Bonds and Series W Bonds
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June 15, 1971
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June 15, 1971(c)
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Series X Bonds and Subject Properties
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November 15, 1971
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November 15, 1971(c)
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Series Y Bonds and Subject Properties
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January 15, 1973
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January 15, 1973(c)
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Series Z Bonds and Subject Properties
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May 1, 1974
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May 1, 1974
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Series AA Bonds and Subject Properties
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October 1, 1974
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October 1, 1974
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Series BB Bonds and Subject Properties
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January 15, 1975
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January 15, 1975
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Series CC Bonds and Subject Properties
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November 1, 1975
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November 1, 1975
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Series DDP Nos. 1-9 Bonds and Subject Properties
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December 15, 1975
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December 15, 1975
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Series EE Bonds and Subject Properties
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February 1, 1976
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February 1, 1976
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Series FFR Nos. 1-13 Bonds
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June 15, 1976
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June 15, 1976
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Series GGP Nos. 1-7 Bonds and Subject Properties
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July 15, 1976
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July 15, 1976
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Series HH Bonds and Subject Properties
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February 15, 1977
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February 15, 1977
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Series MMP Bonds and Subject Properties
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March 1, 1977
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March 1, 1977
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Series IIP Nos. 1-7 Bonds, Series JJP Nos. 1-7 Bonds, Series KKP Nos. 1-7 Bonds and Series LLP Nos. 1-7 Bonds
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June 15, 1977
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June 15, 1977
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Series FFR No. 14 Bonds and Subject Properties
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July 1, 1977
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July 1, 1977
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Series NNP Nos. 1-7 Bonds and Subject Properties
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October 1, 1977
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October 1, 1977
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Series GGP Nos. 8-22 Bonds and Series OOP Nos. 1-17 Bonds and Subject Properties
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June 1, 1978
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June 1, 1978
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Series PP Bonds, Series QQP Nos. 1-9 Bonds and Subject Properties
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October 15, 1978
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October 15, 1978
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Series RR Bonds and Subject Properties
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March 15, 1979
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March 15, 1979
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Series SS Bonds and Subject Properties
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July 1, 1979
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July 1, 1979
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Series IIP Nos. 8-22 Bonds, Series NNP Nos. 8-21 Bonds and Series TTP Nos. 1-15 Bonds and Subject Properties
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September 1, 1979
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September 1, 1979
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Series JJP No. 8 Bonds, Series KKP No. 8 Bonds, Series LLP Nos. 8-15 Bonds, Series MMP No. 2 Bonds and Series OOP No. 18 Bonds and Subject Properties
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September 15, 1979
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September 15, 1979
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Series UU Bonds
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January 1, 1980
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January 1, 1980
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1980 Series A Bonds and Subject Properties
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April 1, 1980
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April 1, 1980
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1980 Series B Bonds
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August 15, 1980
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August 15, 1980
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Series QQP Nos. 10-19 Bonds, 1980 Series CP Nos. 1-12 Bonds and 1980 Series DP No. 1-11 Bonds and Subject Properties
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August 1, 1981
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August 1, 1981
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1980 Series CP Nos. 13-25 Bonds and Subject Properties
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November 1, 1981
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November 1, 1981
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1981 Series AP Nos. 1-12 Bonds
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June 30, 1982
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June 30, 1982
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Article XIV Reconfirmation
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August 15, 1982
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August 15, 1982
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1981 Series AP Nos. 13-14 Bonds and Subject Properties
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June 1, 1983
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June 1, 1983
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1981 Series AP Nos. 15-16 Bonds and Subject Properties
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October 1, 1984
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October 1, 1984
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1984 Series AP Bonds and 1984 Series BP Bonds and Subject Properties
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May 1, 1985
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May 1, 1985
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1985 Series A Bonds
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May 15, 1985
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May 15, 1985
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1985 Series B Bonds and Subject Properties
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October 15, 1985
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October 15, 1985
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Series KKP No. 9 Bonds and Subject Properties
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April 1, 1986
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April 1, 1986
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1986 Series A Bonds and Subject Properties
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August 15, 1986
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August 15, 1986
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1986 Series B Bonds and Subject Properties
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November 30, 1986
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November 30, 1986
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1986 Series C Bonds
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January 31, 1987
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January 31, 1987
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1987 Series A Bonds
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April 1, 1987
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April 1, 1987
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1987 Series B Bonds and 1987 Series C Bonds
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August 15, 1987
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August 15, 1987
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1987 Series D Bonds, 1987 Series E Bonds and Subject Properties
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November 30, 1987
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November 30, 1987
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1987 Series F Bonds
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June 15, 1989
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June 15, 1989
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1989 Series A Bonds
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July 15, 1989
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July 15, 1989
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Series KKP No. 10 Bonds
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December 1, 1989
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December 1, 1989
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Series KKP No. 11 Bonds and 1989 Series BP Bonds
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February 15, 1990
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February 15, 1990
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1990 Series A Bonds, 1990 Series B Bonds, 1990 Series C Bonds, 1990 Series D Bonds, 1990 Series E Bonds and 1990 Series F Bonds
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November 1, 1990
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November 1, 1990
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Series KKP No. 12 Bonds
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April 1, 1991
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April 1, 1991
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1991 Series AP Bonds
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May 1, 1991
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May 1, 1991
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1991 Series BP Bonds and 1991 Series CP Bonds
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May 15, 1991
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May 15, 1991
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1991 Series DP Bonds
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September 1, 1991
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September 1, 1991
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1991 Series EP Bonds
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November 1, 1991
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November 1, 1991
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1991 Series FP Bonds
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January 15, 1992
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January 15, 1992
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1992 Series BP Bonds
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February 29, 1992 and April 15, 1992
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February 29, 1992
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1992 Series AP Bonds
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April 15, 1992
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April 15, 1992
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Series KKP No. 13 Bonds
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July 15, 1992
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July 15, 1992
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1992 Series CP Bonds
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November 30, 1992
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July 31, 1992
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1992 Series D Bonds
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November 30, 1992
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November 30, 1992
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1992 Series E Bonds and 1993 Series B Bonds
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March 15, 1993
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December 15, 1992
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Series KKP No. 14 Bonds and 1989 Series BP No. 2 Bonds
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March 15, 1993
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January 1, 1993
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1993 Series C Bonds
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April 1, 1993
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March 1, 1993
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1993 Series E Bonds
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June 30, 1993
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March 15, 1993
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1993 Series D Bonds
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September 15, 1993
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April 1, 1993
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1993 Series FP Bonds and 1993 Series IP Bonds
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September 15, 1993
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April 26, 1993
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1993 Series G Bonds and Amendment of Article II, Section 5
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September 15, 1993
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May 31, 1993
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1993 Series J Bonds
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September 15, 1993
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June 30, 1993
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1993 Series AP Bonds
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(d)
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June 30, 1993
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1993 Series H Bonds
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(d)
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September 15, 1993
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1993 Series K Bonds
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March 1, 1994
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March 1, 1994
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1994 Series AP Bonds
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June 15, 1994
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June 15, 1994
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1994 Series BP Bonds
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December 1, 1994
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August 15, 1994
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1994 Series C Bonds
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December 1, 1994
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December 1, 1994
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Series KKP No. 15 Bonds and 1994 Series DP Bonds
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August 1, 1995
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August 1, 1995
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1995 Series AP Bonds and 1995 Series BP Bonds
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August 1, 1999
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August 1, 1999
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1999 Series AP Bonds, 1999 Series BP Bonds and 1999 Series CP Bonds
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(d)
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August 15, 1999
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1999 Series D Bonds
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(d)
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January 1, 2000
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2000 Series A Bonds
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(d)
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April 15, 2000
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Appointment of Successor Trustee
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(d)
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August 1, 2000
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2000 Series BP Bonds
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(d)
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March 15, 2001
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2001 Series AP Bonds
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(d)
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May 1, 2001
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2001 Series BP Bonds
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(d)
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August 15, 2001
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2001 Series CP Bonds
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(d)
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September 15, 2001
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2001 Series D Bonds and 2001 Series E Bonds
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(d)
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September 17, 2002
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Amendment of Article XIII, Section 3 and Appointment of Successor Trustee
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(d)
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October 15, 2002
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2002 Series A Bonds and 2002 Series B Bonds
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(d)
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December 1, 2002
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2002 Series C Bonds and 2002 Series D Bonds
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(d)
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August 1, 2003
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2003 Series A Bonds
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(d)
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March 15, 2004
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2004 Series A Bonds and 2004 Series B Bonds
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(d)
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July 1, 2004
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2004 Series D Bonds
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(d)
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February 1, 2005
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2005 Series A Bonds and 2005 Series B Bonds
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May 15, 2006
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April 1, 2005
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2005 Series AR Bonds and 2005 Series BR Bonds
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May 15, 2006
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August 1, 2005
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2005 Series DT Bonds
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May 15, 2006
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September 15, 2005
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2005 Series C Bonds
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May 15, 2006
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September 30, 2005
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2005 Series E Bonds
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May 15, 2006
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May 15, 2006
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2006 Series A Bonds
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December 1, 2006
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December 1, 2006
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2006 Series CT Bonds
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December 1, 2007
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December 1, 2007
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2007 Series A Bonds
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April 1, 2008
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April 1, 2008
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2008 Series DT Bonds
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May 1, 2008
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May 1, 2008
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2008 Series ET Bonds
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July 1, 2008
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June 1, 2008
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2008 Series G Bonds
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October 1, 2008
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July 1, 2008
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2008 Series KT Bonds
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October 1, 2008
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October 1, 2008
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2008 Series J Bonds
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December 1, 2008
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December 1, 2008
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2008 Series LT Bonds
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March 15, 2009
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March 15, 2009
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2009 Series BT Bonds
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November 1, 2009
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November 1, 2009
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2009 Series CT Bonds
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August 1, 2010
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August 1, 2010
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2010 Series B Bonds
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December 1, 2010
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September 1, 2010
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2010 Series A Bonds
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December 1, 2010
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December 1, 2010
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2010 Series CT Bonds
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March 1, 2011
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March 1, 2011
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2011 Series AT Bonds
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May 15, 2011
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May 15, 2011
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2011 Series B Bonds
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August 1, 2011
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August 1, 2011
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2011 Series GT Bonds
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June 20, 2012
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August 15, 2012
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2011 Series D, 2011 Series E and 2011 Series F Bonds
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June 20, 2012
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September 1, 2012
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2011 Series H Bonds
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June 20, 2012
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June 20, 2012
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2012 Series A and B Bonds
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March 15, 2013
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March 15, 2013
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2013 Series A Bonds
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August 1, 2013
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August 1, 2013
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2013 Series B Bonds
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June 1, 2014
|
June 1, 2014
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2014 Series A and B Bonds
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July 1, 2014
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July 1, 2014
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2014 Series D and E Bonds
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March 1, 2015
|
See Supplemental Indenture dated as of July 1, 1970 for Interstate Commerce Commission filing and recordation information.
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(b) See Supplemental Indenture dated as of May 1, 1953 for Secretary of State of Michigan filing information.
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(c) See Supplemental Indenture dated as of May 1, 1974 for County of Genesee, Michigan recording and filing information.
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(d) Recording and filing information for this Supplemental Indenture has not been set forth in a subsequent Supplemental Indenture.
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RECORDING AND FILING OF SUPPLEMENTAL INDENTURE DATED AS OF July 1, 2014.
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Further, pursuant to the terms and provisions of the Original Indenture, a Supplemental Indenture dated as of June 1, 2014 providing for the terms of bonds to be issued thereunder of 2014 Series D and 2014 Series E has heretofore been entered into between the Company and the Trustee and has been filed in the Office of the Secretary of State of Michigan as a financing statement on July 3, 2014 (Filing No. 2014097749-2), has been filed and recorded in the Office of the Surface Transportation Board on July 2, 2014 (Recordation No. 5485-KKKKKK), and has been recorded as a real estate mortgage in the offices of the respective Register of Deeds of certain counties in the State of Michigan, as follows:
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County
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Recorded
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Liber/
Instrument no.
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Page
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Genesee County Michigan
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7/16/14
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201407160054662
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41
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Gratiot County Michigan
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7/2/14
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959
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1284
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Huron County Michigan
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7/2/14
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1499
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214
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|
Ingham County Michigan
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7/2/14
|
2014-025927
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|
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Lapeer County Michigan
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7/2/14
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2714
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940
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Lenawee County Michigan
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7/2/14
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2490
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0780
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Livingston County Michigan
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7/2/14
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2014R-018250
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|
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Macomb County Michigan
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7/7/14
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22896
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358
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Mason County Michigan
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7/2/14
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2014R03557
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|
|
Midland County Michigan
|
7/2/14
|
01578
|
00392
|
|
Monroe County Michigan
|
7/2/14
|
2014R12852
|
|
|
Oakland County Michigan
|
7/3/14
|
47183
|
123
|
|
St. Clair County Michigan
|
7/2/14
|
4517
|
1
|
|
Sanilac County Michigan
|
7/2/14
|
1242
|
638
|
|
Tuscola County Michigan
|
7/2/14
|
1310
|
864
|
|
Washtenaw County Michigan
|
7/2/14
|
5044
|
698
|
|
Wayne County Michigan
|
7/2/14
|
51625
|
1129
|
RECORDING OF CERTIFICATES OF PROVISION FOR PAYMENT.
|
Certificates of Provision for Payment have been recorded in the offices of the respective Registers of Deeds of certain counties in the State of Michigan, with respect to all bonds of Series A, B, C, D, E, F, G, H, K, L, M, O, W, BB, CC, DDP Nos. 1 and 2, FFR Nos. 1-3, GGP Nos. 1 and 2, IIP No. 1, JJP No. 1, KKP No. 1, LLP No. 1 and GGP No. 8.
|
|
PART IV.
|
|
|
|
MISCELLANEOUS.
|
|
|
CONFIRMATION OF SECTION 318(c) OF TRUST INDENTURE ACT.
|
Except to the extent specifically provided therein, no provision of this Supplemental Indenture or any future supplemental indenture is intended to modify, and the parties do hereby adopt and confirm, the provisions of Section 318(c) of the Trust Indenture Act which amend and supersede provisions of the Indenture in effect prior to November 15, 1990.
|
EXECUTION IN COUNTERPARTS.
|
THIS SUPPLEMENTAL INDENTURE MAY BE SIMULTANEOUSLY EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL; BUT SUCH COUNTERPARTS SHALL TOGETHER CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.
|
|
|
TESTIMONIUM.
|
IN WITNESS WHEREOF, DTE ELECTRIC COMPANY AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. HAVE CAUSED THESE PRESENTS TO BE SIGNED IN THEIR RESPECTIVE CORPORATE NAMES BY THEIR RESPECTIVE CHAIRMEN OF THE BOARD, PRESIDENTS, VICE PRESIDENTS, ASSISTANT VICE PRESIDENTS, TREASURERS OR ASSISTANT TREASURERS AND IMPRESSED WITH THEIR RESPECTIVE CORPORATE SEALS, ATTESTED BY THEIR RESPECTIVE SECRETARIES OR ASSISTANT SECRETARIES, ALL AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN.
|
(Corporate Seal)
|
Name:
Edward J. Solomon
|
ACKNOWLEDG-MENT OF EXECUTION BY
COMPANY.
|
|
On this 2nd day of March, 2015, before me, the subscriber, a Notary Public within and for the County of Wayne, in the State of Michigan, acting in the County of Wayne, personally appeared Edward J. Solomon, to me personally known, who, being by me duly sworn, did say that he does business at One Energy Plaza, Detroit, Michigan 48226 and is the Assistant Treasurer of DTE ELECTRIC COMPANY, one of the corporations described in and which executed the foregoing instrument; that he knows the corporate seal of the said corporation and that the seal affixed to said instrument is the corporate seal of said corporation; and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors and that he subscribed his name thereto by like authority; and said Edward J. Solomon acknowledged said instrument to be the free act and deed of said corporation.
|
(Notarial Seal)
|
|
/s/Jennifer Evans
Jennifer Evans
Notary Public, Wayne County, MI
Acting in Wayne
My Commission Expires: December 28, 2016
|
|
|
|
EXECUTION BY
|
THE BANK OF NEW YORK MELLON TRUST
|
ACKNOWLEDG-MENT OF EXECUTION BY TRUSTEE.
|
|
On this 2nd day of March, 2015, before me, the subscriber, a Notary Public within and for the County of Cook, in the State of Illinois, acting in the County of Cook, personally appeared Richard Tarnas to me personally known, who, being by me duly sworn, did say that his business office is located at 2 North LaSalle Street, Suite 1020 Chicago, Illinois 60602, and he is an Authorized Officer of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., one of the corporations described in and which executed the foregoing instrument; that he knows the corporate seal of the said corporation and that the seal affixed to said instrument is the corporate seal of said corporation; and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors and that he subscribed his name thereto by like authority; and said Richard Tarnas acknowledged said instrument to be the free act and deed of said corporation.
|
(Notarial Seal)
|
|
/s/Colleen Sketch
NAME: Colleen Sketch
Notary Public, Cook County, Illinois
Acting in Cook
My Commission Expires: 5/20/2017
|
AFFIDAVIT AS TO CONSIDERATION AND GOOD FAITH.
|
|
Edward J. Solomon, being duly sworn, says: that he is the Assistant Treasurer of DTE ELECTRIC COMPANY, the Mortgagor named in the foregoing instrument, and that he has knowledge of the facts in regard to the making of said instrument and of the consideration therefor; that the consideration for said instrument was and is actual and adequate, and that the same was given in good faith for the purposes in such instrument set forth.
|
|
Three Months Ended
|
|
Year Ended December 31,
|
||||||||||||||||||||
|
March 31, 2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pretax earnings
|
$
|
396
|
|
|
$
|
1,275
|
|
|
$
|
922
|
|
|
$
|
960
|
|
|
$
|
991
|
|
|
$
|
962
|
|
Adjustments
|
(4
|
)
|
|
(15
|
)
|
|
(26
|
)
|
|
71
|
|
|
4
|
|
|
7
|
|
||||||
Fixed charges
|
115
|
|
|
453
|
|
|
461
|
|
|
463
|
|
|
520
|
|
|
567
|
|
||||||
Net earnings
|
$
|
507
|
|
|
$
|
1,713
|
|
|
$
|
1,357
|
|
|
$
|
1,494
|
|
|
$
|
1,515
|
|
|
$
|
1,536
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
$
|
109
|
|
|
$
|
424
|
|
|
$
|
432
|
|
|
$
|
441
|
|
|
$
|
490
|
|
|
$
|
543
|
|
Adjustments
|
6
|
|
|
29
|
|
|
29
|
|
|
22
|
|
|
30
|
|
|
24
|
|
||||||
Fixed charges
|
$
|
115
|
|
|
$
|
453
|
|
|
$
|
461
|
|
|
$
|
463
|
|
|
$
|
520
|
|
|
$
|
567
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Ratio of earnings to fixed charges
|
4.41
|
|
|
3.78
|
|
|
2.94
|
|
|
3.23
|
|
|
2.91
|
|
|
2.71
|
|
|
Three Months Ended
|
|
Year Ended December 31,
|
||||||||||||||||||||
|
March 31, 2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pretax earnings
|
$
|
211
|
|
|
$
|
830
|
|
|
$
|
741
|
|
|
$
|
768
|
|
|
$
|
704
|
|
|
$
|
711
|
|
Adjustments
|
(3
|
)
|
|
(11
|
)
|
|
(7
|
)
|
|
(7
|
)
|
|
(2
|
)
|
|
(4
|
)
|
||||||
Fixed charges
|
67
|
|
|
267
|
|
|
281
|
|
|
286
|
|
|
310
|
|
|
328
|
|
||||||
Net earnings
|
$
|
275
|
|
|
$
|
1,086
|
|
|
$
|
1,015
|
|
|
$
|
1,047
|
|
|
$
|
1,012
|
|
|
$
|
1,035
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
$
|
62
|
|
|
$
|
247
|
|
|
$
|
264
|
|
|
$
|
269
|
|
|
$
|
287
|
|
|
$
|
310
|
|
Adjustments
|
5
|
|
|
20
|
|
|
17
|
|
|
17
|
|
|
23
|
|
|
18
|
|
||||||
Fixed charges
|
$
|
67
|
|
|
$
|
267
|
|
|
$
|
281
|
|
|
$
|
286
|
|
|
$
|
310
|
|
|
$
|
328
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Ratio of earnings to fixed charges
|
4.10
|
|
|
4.07
|
|
|
3.61
|
|
|
3.66
|
|
|
3.26
|
|
|
3.16
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of DTE Energy Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/S/ GERARD M. ANDERSON
|
Date:
|
April 24, 2015
|
Gerard M. Anderson
Chairman of the Board and
Chief Executive Officer of DTE Energy Company
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of DTE Energy Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/S/ PETER B. OLEKSIAK
|
Date:
|
April 24, 2015
|
Peter B. Oleksiak
Senior Vice President and
Chief Financial Officer of DTE Energy Company
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of DTE Electric Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/S/ GERARD M. ANDERSON
|
Date:
|
April 24, 2015
|
Gerard M. Anderson
Chairman of the Board and
Chief Executive Officer of DTE Electric Company
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of DTE Electric Company;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/S/ PETER B. OLEKSIAK
|
Date:
|
April 24, 2015
|
Peter B. Oleksiak
Senior Vice President and
Chief Financial Officer of DTE Electric Company
|
|
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
April 24, 2015
|
/S/ GERARD M. ANDERSON
|
|
|
Gerard M. Anderson
Chairman of the Board and
Chief Executive Officer of DTE Energy Company
|
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
April 24, 2015
|
/S/ PETER B. OLEKSIAK
|
|
|
Peter B. Oleksiak
Senior Vice President and
Chief Financial Officer of DTE Energy Company
|
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
April 24, 2015
|
/S/ GERARD M. ANDERSON
|
|
|
|
Gerard M. Anderson
Chairman of the Board and
Chief Executive Officer of DTE Electric Company
|
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
April 24, 2015
|
/S/ PETER B. OLEKSIAK
|
|
|
|
Peter B. Oleksiak
Senior Vice President and
Chief Financial Officer of DTE Electric Company
|
|