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Commission File Number
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Registrants; State of Incorporation; Address; and Telephone Number
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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
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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 |
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38-0478650
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DTE Energy
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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|
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(Do not check if a smaller
reporting company)
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DTE Electric
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
x
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Smaller reporting company
o
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|
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(Do not check if a smaller
reporting company)
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Registrant
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Description
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Shares
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DTE Energy
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Common Stock, without par value
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179,435,004
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DTE Electric
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Common Stock, $10 par value, directly owned by DTE Energy
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138,632,324
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Page
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ARO
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Asset Retirement Obligation
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ASU
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Accounting Standards Update issued by the FASB
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CFTC
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U.S. Commodity Futures Trading Commission
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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
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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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GHGs
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Greenhouse gases
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IRM
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Infrastructure Recovery Mechanism
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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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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
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Net Asset Value
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NEXUS
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NEXUS Gas Transmission, LLC
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Non-utility
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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
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Notice of Violation
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NRC
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U.S. Nuclear Regulatory Commission
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PLD
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City of Detroit's Public Lighting Department
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Production tax credits
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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
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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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REF
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Reduced Emissions Fuel
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Registrants
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DTE Energy and DTE Electric
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Retail access
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Michigan legislation provided customers the option of access to alternative suppliers for electricity and natural gas.
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Securitization
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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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Shenango
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Shenango Incorporated is a coke battery plant located in Pittsburgh, PA, that was closed in January 2016 and is included in the Power and Industrial Projects segment.
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TRM
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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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VIE
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Variable Interest Entity
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Units of Measurement
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Bcf
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Billion cubic feet of natural gas
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BTU
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Heat value (energy content) of fuel
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MMBtu
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One million BTU
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MWh
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Megawatthour of electricity
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•
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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;
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•
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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;
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•
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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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•
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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;
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•
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health, safety, financial, environmental, and regulatory risks associated with ownership and operation of nuclear facilities;
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•
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changes in the cost and availability of coal and other raw materials, purchased power, and natural gas;
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•
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volatility in the short-term natural gas storage markets impacting third-party storage revenues related to DTE Energy;
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•
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impact of volatility of prices in the oil and gas markets on DTE Energy's gas storage and pipelines operations;
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•
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impact of volatility in prices in the international steel markets on DTE Energy's power and industrial projects operations;
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•
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volatility in commodity markets, deviations in weather, and related risks impacting the results of DTE Energy's energy trading operations;
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•
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changes in the financial condition of DTE Energy's significant customers and strategic partners;
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•
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the potential for losses on investments, including nuclear decommissioning and benefit plan assets and the related increases in future expense and contributions;
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•
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access to capital markets and the results of other financing efforts which can be affected by credit agency ratings;
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•
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instability in capital markets which could impact availability of short and long-term financing;
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•
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the timing and extent of changes in interest rates;
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•
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the level of borrowings;
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•
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the potential for increased costs or delays in completion of significant capital projects;
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•
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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;
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•
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the effects of weather and other natural phenomena on operations and sales to customers, and purchases from suppliers;
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•
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unplanned outages;
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•
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the cost of protecting assets against, or damage due to, terrorism or cyber attacks;
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•
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employee relations and the impact of collective bargaining agreements;
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•
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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;
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•
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the availability, cost, coverage, and terms of insurance and stability of insurance providers;
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•
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cost reduction efforts and the maximization of plant and distribution system performance;
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•
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the effects of competition;
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•
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changes in and application of accounting standards and financial reporting regulations;
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•
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changes in federal or state laws and their interpretation with respect to regulation, energy policy, and other business issues;
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•
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contract disputes, binding arbitration, litigation, and related appeals; and
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•
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the risks discussed in the Registrants' public filings with the Securities and Exchange Commission.
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Three Months Ended June 30,
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Six Months Ended June 30,
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||||||||||||
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2016
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2015
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2016
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2015
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||||||||
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(In millions, except per share amounts)
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||||||||||||||
Operating Revenues
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Utility operations
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$
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1,435
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$
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1,357
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$
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3,099
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$
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3,198
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Non-utility operations
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827
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911
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1,729
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2,054
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||||
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2,262
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2,268
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4,828
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5,252
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Operating Expenses
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Fuel, purchased power, and gas — utility
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414
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434
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979
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1,127
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Fuel, purchased power, and gas — non-utility
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717
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769
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1,493
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1,774
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Operation and maintenance
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542
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532
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1,058
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1,058
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||||
Depreciation and amortization
|
243
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|
220
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|
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472
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429
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||||
Taxes other than income
|
91
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|
|
91
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190
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|
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191
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|
||||
Asset (gains) losses and impairments, net
|
(1
|
)
|
|
18
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|
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(1
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)
|
|
8
|
|
||||
|
2,006
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2,064
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4,191
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|
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4,587
|
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||||
Operating Income
|
256
|
|
|
204
|
|
|
637
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665
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||||
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||||||||
Other (Income) and Deductions
|
|
|
|
|
|
|
|
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||||||
Interest expense
|
114
|
|
|
115
|
|
|
227
|
|
|
225
|
|
||||
Interest income
|
(3
|
)
|
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(2
|
)
|
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(14
|
)
|
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(6
|
)
|
||||
Other income
|
(57
|
)
|
|
(49
|
)
|
|
(109
|
)
|
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(100
|
)
|
||||
Other expenses
|
7
|
|
|
9
|
|
|
15
|
|
|
19
|
|
||||
|
61
|
|
|
73
|
|
|
119
|
|
|
138
|
|
||||
Income Before Income Taxes
|
195
|
|
|
131
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|
518
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527
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||||
|
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||||||||
Income Tax Expense
|
50
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|
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26
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133
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|
|
148
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|
||||
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|
|
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|
||||||||
Net Income
|
145
|
|
|
105
|
|
|
385
|
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|
379
|
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||||
|
|
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|
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|
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|
||||||||
Less: Net Loss Attributable to Noncontrolling Interests
|
(7
|
)
|
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(4
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)
|
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(14
|
)
|
|
(3
|
)
|
||||
|
|
|
|
|
|
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|
||||||||
Net Income Attributable to DTE Energy Company
|
$
|
152
|
|
|
$
|
109
|
|
|
$
|
399
|
|
|
$
|
382
|
|
|
|
|
|
|
|
|
|
||||||||
Basic Earnings per Common Share
|
|
|
|
|
|
|
|
||||||||
Net Income Attributable to DTE Energy Company
|
$
|
0.84
|
|
|
$
|
0.61
|
|
|
$
|
2.22
|
|
|
$
|
2.13
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted Earnings per Common Share
|
|
|
|
|
|
|
|
||||||||
Net Income Attributable to DTE Energy Company
|
$
|
0.84
|
|
|
$
|
0.61
|
|
|
$
|
2.22
|
|
|
$
|
2.13
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted Average Common Shares Outstanding
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
179
|
|
|
179
|
|
|
179
|
|
|
179
|
|
||||
Diluted
|
180
|
|
|
179
|
|
|
180
|
|
|
179
|
|
||||
Dividends Declared per Common Share
|
$
|
0.73
|
|
|
$
|
0.69
|
|
|
$
|
1.46
|
|
|
$
|
1.38
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In millions)
|
||||||||||||||
Net Income
|
$
|
145
|
|
|
$
|
105
|
|
|
$
|
385
|
|
|
$
|
379
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Benefit obligations, net of taxes of $(1), $2, $1, and $4, respectively
|
(1
|
)
|
|
3
|
|
|
2
|
|
|
6
|
|
||||
Foreign currency translation
|
(1
|
)
|
|
1
|
|
|
1
|
|
|
(2
|
)
|
||||
Other comprehensive income (loss)
|
(2
|
)
|
|
4
|
|
|
3
|
|
|
4
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Comprehensive income
|
143
|
|
|
109
|
|
|
388
|
|
|
383
|
|
||||
Less comprehensive loss attributable to noncontrolling interests
|
(7
|
)
|
|
(4
|
)
|
|
(14
|
)
|
|
(3
|
)
|
||||
Comprehensive Income Attributable to DTE Energy Company
|
$
|
150
|
|
|
$
|
113
|
|
|
$
|
402
|
|
|
$
|
386
|
|
|
June 30,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
|
(In millions)
|
||||||
ASSETS
|
|||||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
32
|
|
|
$
|
37
|
|
Restricted cash
|
22
|
|
|
23
|
|
||
Accounts receivable (less allowance for doubtful accounts of $42 and $49, respectively)
|
|
|
|
||||
Customer
|
1,180
|
|
|
1,276
|
|
||
Other
|
82
|
|
|
72
|
|
||
Inventories
|
|
|
|
||||
Fuel and gas
|
385
|
|
|
480
|
|
||
Materials and supplies
|
332
|
|
|
323
|
|
||
Derivative assets
|
53
|
|
|
129
|
|
||
Regulatory assets
|
11
|
|
|
32
|
|
||
Other
|
161
|
|
|
203
|
|
||
|
2,258
|
|
|
2,575
|
|
||
Investments
|
|
|
|
||||
Nuclear decommissioning trust funds
|
1,275
|
|
|
1,236
|
|
||
Investments in equity method investees
|
633
|
|
|
514
|
|
||
Other
|
193
|
|
|
186
|
|
||
|
2,101
|
|
|
1,936
|
|
||
Property
|
|
|
|
||||
Property, plant, and equipment
|
28,371
|
|
|
28,121
|
|
||
Less accumulated depreciation and amortization
|
(10,076
|
)
|
|
(10,087
|
)
|
||
|
18,295
|
|
|
18,034
|
|
||
Other Assets
|
|
|
|
||||
Goodwill
|
2,018
|
|
|
2,018
|
|
||
Regulatory assets
|
3,729
|
|
|
3,692
|
|
||
Intangible assets
|
97
|
|
|
89
|
|
||
Notes receivable
|
77
|
|
|
85
|
|
||
Derivative assets
|
35
|
|
|
54
|
|
||
Other
|
159
|
|
|
179
|
|
||
|
6,115
|
|
|
6,117
|
|
||
Total Assets
|
$
|
28,769
|
|
|
$
|
28,662
|
|
|
June 30,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
|
(In millions, except shares)
|
||||||
LIABILITIES AND EQUITY
|
|||||||
Current Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
745
|
|
|
$
|
809
|
|
Accrued interest
|
91
|
|
|
89
|
|
||
Dividends payable
|
269
|
|
|
131
|
|
||
Short-term borrowings
|
175
|
|
|
499
|
|
||
Current portion long-term debt, including capital leases
|
165
|
|
|
473
|
|
||
Derivative liabilities
|
47
|
|
|
57
|
|
||
Gas inventory equalization
|
46
|
|
|
—
|
|
||
Regulatory liabilities
|
37
|
|
|
41
|
|
||
Other
|
308
|
|
|
429
|
|
||
|
1,883
|
|
|
2,528
|
|
||
Long-Term Debt (net of current portion)
|
|
|
|
||||
Mortgage bonds, notes, and other
|
8,551
|
|
|
8,265
|
|
||
Junior subordinated debentures
|
780
|
|
|
480
|
|
||
Capital lease obligations
|
12
|
|
|
15
|
|
||
|
9,343
|
|
|
8,760
|
|
||
Other Liabilities
|
|
|
|
|
|
||
Deferred income taxes
|
4,026
|
|
|
3,923
|
|
||
Regulatory liabilities
|
572
|
|
|
569
|
|
||
Asset retirement obligations
|
2,238
|
|
|
2,194
|
|
||
Unamortized investment tax credit
|
93
|
|
|
62
|
|
||
Derivative liabilities
|
94
|
|
|
86
|
|
||
Accrued pension liability
|
1,136
|
|
|
1,133
|
|
||
Accrued postretirement liability
|
175
|
|
|
228
|
|
||
Nuclear decommissioning
|
184
|
|
|
177
|
|
||
Other
|
226
|
|
|
207
|
|
||
|
8,744
|
|
|
8,579
|
|
||
Commitments and Contingencies (Notes 4 and 10)
|
|
|
|
||||
|
|
|
|
|
|
||
Equity
|
|
|
|
||||
Common stock, without par value, 400,000,000 shares authorized, and 179,435,004 and 179,470,213 shares issued and outstanding, respectively
|
4,129
|
|
|
4,123
|
|
||
Retained earnings
|
4,791
|
|
|
4,794
|
|
||
Accumulated other comprehensive loss
|
(142
|
)
|
|
(145
|
)
|
||
Total DTE Energy Company Equity
|
8,778
|
|
|
8,772
|
|
||
Noncontrolling interests
|
21
|
|
|
23
|
|
||
Total Equity
|
8,799
|
|
|
8,795
|
|
||
Total Liabilities and Equity
|
$
|
28,769
|
|
|
$
|
28,662
|
|
|
Six Months Ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
Operating Activities
|
(In millions)
|
||||||
Net Income
|
$
|
385
|
|
|
$
|
379
|
|
Adjustments to reconcile Net Income to net cash from operating activities:
|
|
|
|
||||
Depreciation and amortization
|
472
|
|
|
429
|
|
||
Nuclear fuel amortization
|
29
|
|
|
28
|
|
||
Allowance for equity funds used during construction
|
(10
|
)
|
|
(10
|
)
|
||
Deferred income taxes
|
134
|
|
|
148
|
|
||
Equity earnings of equity method investees
|
(35
|
)
|
|
(32
|
)
|
||
Dividends from equity method investees
|
33
|
|
|
30
|
|
||
Asset (gains) losses and impairments, net
|
—
|
|
|
8
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable, net
|
81
|
|
|
234
|
|
||
Inventories
|
86
|
|
|
73
|
|
||
Accounts payable
|
(10
|
)
|
|
(119
|
)
|
||
Gas inventory equalization
|
46
|
|
|
56
|
|
||
Accrued pension liability
|
3
|
|
|
(96
|
)
|
||
Accrued postretirement liability
|
(53
|
)
|
|
(192
|
)
|
||
Derivative assets and liabilities
|
93
|
|
|
48
|
|
||
Regulatory assets and liabilities
|
71
|
|
|
89
|
|
||
Other current and noncurrent assets and liabilities
|
(53
|
)
|
|
107
|
|
||
Net cash from operating activities
|
1,272
|
|
|
1,180
|
|
||
Investing Activities
|
|
|
|
||||
Plant and equipment expenditures — utility
|
(797
|
)
|
|
(781
|
)
|
||
Plant and equipment expenditures — non-utility
|
(64
|
)
|
|
(114
|
)
|
||
Acquisition
|
—
|
|
|
(241
|
)
|
||
Proceeds from sale of assets
|
—
|
|
|
16
|
|
||
Restricted cash for debt redemption, principally Securitization, net
|
1
|
|
|
99
|
|
||
Proceeds from sale of nuclear decommissioning trust fund assets
|
741
|
|
|
440
|
|
||
Investment in nuclear decommissioning trust funds
|
(744
|
)
|
|
(446
|
)
|
||
Distributions from equity method investees
|
7
|
|
|
9
|
|
||
Contributions to equity method investees
|
(121
|
)
|
|
(32
|
)
|
||
Other
|
39
|
|
|
14
|
|
||
Net cash used for investing activities
|
(938
|
)
|
|
(1,036
|
)
|
||
Financing Activities
|
|
|
|
||||
Issuance of long-term debt, net of issuance costs
|
588
|
|
|
793
|
|
||
Redemption of long-term debt
|
(313
|
)
|
|
(118
|
)
|
||
Short-term borrowings, net
|
(324
|
)
|
|
(398
|
)
|
||
Issuance of common stock
|
—
|
|
|
9
|
|
||
Repurchase of common stock
|
(33
|
)
|
|
—
|
|
||
Dividends on common stock
|
(262
|
)
|
|
(246
|
)
|
||
Other
|
5
|
|
|
(2
|
)
|
||
Net cash from (used for) financing activities
|
(339
|
)
|
|
38
|
|
||
Net Increase (Decrease) in Cash and Cash Equivalents
|
(5
|
)
|
|
182
|
|
||
Cash and Cash Equivalents at Beginning of Period
|
37
|
|
|
48
|
|
||
Cash and Cash Equivalents at End of Period
|
$
|
32
|
|
|
$
|
230
|
|
|
|
|
|
||||
Supplemental disclosure of non-cash investing and financing activities
|
|
|
|
||||
Plant and equipment expenditures in accounts payable
|
$
|
154
|
|
|
$
|
206
|
|
|
|
|
|
|
Retained Earnings
|
|
Accumulated
Other Comprehensive Income (Loss)
|
|
Noncontrolling Interests
|
|
|
|||||||||||
|
Common Stock
|
|
|
|
|
|
||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
Total
|
||||||||||||||
|
(Dollars in millions, shares in thousands)
|
|||||||||||||||||||||
Balance, December 31, 2015
|
179,470
|
|
|
$
|
4,123
|
|
|
$
|
4,794
|
|
|
$
|
(145
|
)
|
|
$
|
23
|
|
|
$
|
8,795
|
|
Net Income (Loss)
|
—
|
|
|
—
|
|
|
399
|
|
|
—
|
|
|
(14
|
)
|
|
385
|
|
|||||
Dividends declared on common stock
|
—
|
|
|
—
|
|
|
(400
|
)
|
|
—
|
|
|
—
|
|
|
(400
|
)
|
|||||
Repurchase of common stock
|
(394
|
)
|
|
(33
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
|||||
Benefit obligations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
Stock-based compensation, net contributions from noncontrolling interests, and other
|
359
|
|
|
39
|
|
|
(2
|
)
|
|
—
|
|
|
12
|
|
|
49
|
|
|||||
Balance, June 30, 2016
|
179,435
|
|
|
$
|
4,129
|
|
|
$
|
4,791
|
|
|
$
|
(142
|
)
|
|
$
|
21
|
|
|
$
|
8,799
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In millions)
|
||||||||||||||
Operating Revenues — Utility operations
|
$
|
1,215
|
|
|
$
|
1,147
|
|
|
$
|
2,368
|
|
|
$
|
2,350
|
|
|
|
|
|
|
|
|
|
||||||||
Operating Expenses
|
|
|
|
|
|
|
|
||||||||
Fuel and purchased power — utility
|
361
|
|
|
381
|
|
|
696
|
|
|
771
|
|
||||
Operation and maintenance
|
332
|
|
|
319
|
|
|
656
|
|
|
636
|
|
||||
Depreciation and amortization
|
187
|
|
|
165
|
|
|
363
|
|
|
320
|
|
||||
Taxes other than income
|
70
|
|
|
68
|
|
|
143
|
|
|
141
|
|
||||
|
950
|
|
|
933
|
|
|
1,858
|
|
|
1,868
|
|
||||
Operating Income
|
265
|
|
|
214
|
|
|
510
|
|
|
482
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other (Income) and Deductions
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
65
|
|
|
67
|
|
|
130
|
|
|
130
|
|
||||
Interest income
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
||||
Other income
|
(17
|
)
|
|
(13
|
)
|
|
(33
|
)
|
|
(28
|
)
|
||||
Other expenses
|
6
|
|
|
8
|
|
|
13
|
|
|
17
|
|
||||
|
54
|
|
|
62
|
|
|
102
|
|
|
119
|
|
||||
Income Before Income Taxes
|
211
|
|
|
152
|
|
|
408
|
|
|
363
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income Tax Expense
|
76
|
|
|
53
|
|
|
146
|
|
|
127
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net Income
|
$
|
135
|
|
|
$
|
99
|
|
|
$
|
262
|
|
|
$
|
236
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In millions)
|
||||||||||||||
Net Income
|
$
|
135
|
|
|
$
|
99
|
|
|
$
|
262
|
|
|
$
|
236
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
||||||||
Transfer of benefit obligations, net of taxes of $— and $18 in 2015, respectively
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
||||
Comprehensive income
|
$
|
135
|
|
|
$
|
99
|
|
|
$
|
262
|
|
|
$
|
264
|
|
|
June 30,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
|
(In millions)
|
||||||
ASSETS
|
|||||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
13
|
|
|
$
|
15
|
|
Accounts receivable (less allowance for doubtful accounts of $24 and $28, respectively)
|
|
|
|
||||
Customer
|
694
|
|
|
657
|
|
||
Affiliates
|
9
|
|
|
14
|
|
||
Other
|
34
|
|
|
40
|
|
||
Inventories
|
|
|
|
||||
Fuel
|
233
|
|
|
271
|
|
||
Materials and supplies
|
264
|
|
|
251
|
|
||
Notes receivable
|
|
|
|
|
|
||
Affiliates
|
62
|
|
|
—
|
|
||
Other
|
5
|
|
|
—
|
|
||
Regulatory assets
|
9
|
|
|
17
|
|
||
Other
|
58
|
|
|
66
|
|
||
|
1,381
|
|
|
1,331
|
|
||
Investments
|
|
|
|
||||
Nuclear decommissioning trust funds
|
1,275
|
|
|
1,236
|
|
||
Other
|
31
|
|
|
35
|
|
||
|
1,306
|
|
|
1,271
|
|
||
Property
|
|
|
|
||||
Property, plant, and equipment
|
21,479
|
|
|
21,391
|
|
||
Less accumulated depreciation and amortization
|
(7,577
|
)
|
|
(7,646
|
)
|
||
|
13,902
|
|
|
13,745
|
|
||
Other Assets
|
|
|
|
||||
Regulatory assets
|
2,998
|
|
|
2,969
|
|
||
Intangible assets
|
47
|
|
|
34
|
|
||
Prepaid postretirement costs — affiliates
|
24
|
|
|
24
|
|
||
Other
|
121
|
|
|
144
|
|
||
|
3,190
|
|
|
3,171
|
|
||
Total Assets
|
$
|
19,779
|
|
|
$
|
19,518
|
|
|
June 30,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
|
(In millions, except shares)
|
||||||
LIABILITIES AND SHAREHOLDER’S EQUITY
|
|||||||
Current Liabilities
|
|
|
|
||||
Accounts payable
|
|
|
|
||||
Affiliates
|
$
|
50
|
|
|
$
|
40
|
|
Other
|
313
|
|
|
329
|
|
||
Accrued interest
|
63
|
|
|
62
|
|
||
Accrued vacation
|
46
|
|
|
44
|
|
||
Current portion long-term debt, including capital leases
|
148
|
|
|
157
|
|
||
Regulatory liabilities
|
34
|
|
|
19
|
|
||
Short-term borrowings
|
|
|
|
||||
Affiliates
|
108
|
|
|
75
|
|
||
Other
|
—
|
|
|
272
|
|
||
Other
|
74
|
|
|
94
|
|
||
|
836
|
|
|
1,092
|
|
||
Long-Term Debt (net of current portion)
|
|
|
|
||||
Mortgage bonds, notes, and other
|
5,735
|
|
|
5,437
|
|
||
Capital lease obligations
|
12
|
|
|
15
|
|
||
|
5,747
|
|
|
5,452
|
|
||
Other Liabilities
|
|
|
|
||||
Deferred income taxes
|
3,605
|
|
|
3,498
|
|
||
Regulatory liabilities
|
214
|
|
|
199
|
|
||
Asset retirement obligations
|
2,057
|
|
|
2,020
|
|
||
Unamortized investment tax credit
|
89
|
|
|
58
|
|
||
Nuclear decommissioning
|
184
|
|
|
177
|
|
||
Accrued pension liability — affiliates
|
981
|
|
|
976
|
|
||
Accrued postretirement liability — affiliates
|
273
|
|
|
307
|
|
||
Other
|
68
|
|
|
66
|
|
||
|
7,471
|
|
|
7,301
|
|
||
|
|
|
|
||||
Commitments and Contingencies (Notes 4 and 10)
|
|
|
|
||||
|
|
|
|
||||
Shareholder’s Equity
|
|
|
|
||||
Common stock, $10 par value, 400,000,000 shares authorized, and 138,632,324 shares issued and outstanding
|
4,086
|
|
|
4,086
|
|
||
Retained earnings
|
1,637
|
|
|
1,585
|
|
||
Accumulated other comprehensive income
|
2
|
|
|
2
|
|
||
Total Shareholder’s Equity
|
5,725
|
|
|
5,673
|
|
||
Total Liabilities and Shareholder’s Equity
|
$
|
19,779
|
|
|
$
|
19,518
|
|
|
Six Months Ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
|
(In millions)
|
||||||
Operating Activities
|
|
|
|
||||
Net Income
|
$
|
262
|
|
|
$
|
236
|
|
Adjustments to reconcile Net Income to net cash from operating activities:
|
|
|
|
||||
Depreciation and amortization
|
363
|
|
|
320
|
|
||
Nuclear fuel amortization
|
29
|
|
|
28
|
|
||
Allowance for equity funds used during construction
|
(9
|
)
|
|
(10
|
)
|
||
Deferred income taxes
|
146
|
|
|
127
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable, net
|
(32
|
)
|
|
(43
|
)
|
||
Inventories
|
25
|
|
|
(15
|
)
|
||
Accounts payable
|
32
|
|
|
(28
|
)
|
||
Accrued pension liability — affiliates
|
5
|
|
|
(183
|
)
|
||
Accrued postretirement liability — affiliates
|
(34
|
)
|
|
(150
|
)
|
||
Regulatory assets and liabilities
|
82
|
|
|
38
|
|
||
Other current and noncurrent assets and liabilities
|
(44
|
)
|
|
48
|
|
||
Net cash from operating activities
|
825
|
|
|
368
|
|
||
Investing Activities
|
|
|
|
||||
Plant and equipment expenditures
|
(640
|
)
|
|
(665
|
)
|
||
Acquisition
|
—
|
|
|
(241
|
)
|
||
Proceeds from the sale of assets
|
6
|
|
|
—
|
|
||
Restricted cash for debt redemption, principally Securitization, net
|
—
|
|
|
96
|
|
||
Notes receivable from affiliate
|
(62
|
)
|
|
8
|
|
||
Proceeds from sale of nuclear decommissioning trust fund assets
|
741
|
|
|
440
|
|
||
Investment in nuclear decommissioning trust funds
|
(744
|
)
|
|
(446
|
)
|
||
Transfer of Rabbi Trust assets to affiliate
|
—
|
|
|
137
|
|
||
Other
|
36
|
|
|
14
|
|
||
Net cash used for investing activities
|
(663
|
)
|
|
(657
|
)
|
||
Financing Activities
|
|
|
|
||||
Issuance of long-term debt, net of issuance costs
|
297
|
|
|
495
|
|
||
Redemption of long-term debt
|
(10
|
)
|
|
(115
|
)
|
||
Capital contribution by parent company
|
—
|
|
|
300
|
|
||
Short-term borrowings, net — affiliate
|
33
|
|
|
(30
|
)
|
||
Short-term borrowings, net — other
|
(272
|
)
|
|
(50
|
)
|
||
Dividends on common stock
|
(210
|
)
|
|
(199
|
)
|
||
Other
|
(2
|
)
|
|
(3
|
)
|
||
Net cash from (used for) financing activities
|
(164
|
)
|
|
398
|
|
||
Net Increase (Decrease) in Cash and Cash Equivalents
|
(2
|
)
|
|
109
|
|
||
Cash and Cash Equivalents at Beginning of the Period
|
15
|
|
|
14
|
|
||
Cash and Cash Equivalents at End of the Period
|
$
|
13
|
|
|
$
|
123
|
|
|
|
|
|
||||
Supplemental disclosure of non-cash investing and financing activities
|
|
|
|
||||
Plant and equipment expenditures in accounts payable
|
$
|
112
|
|
|
$
|
154
|
|
|
|
|
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Accumulated Other Comprehensive Income
|
|
|
|||||||||||
|
Common Stock
|
|
|
|
|
|
||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
Total
|
||||||||||||||
|
(Dollars in millions, shares in thousands)
|
|||||||||||||||||||||
Balance, December 31, 2015
|
138,632
|
|
|
$
|
1,386
|
|
|
$
|
2,700
|
|
|
$
|
1,585
|
|
|
$
|
2
|
|
|
$
|
5,673
|
|
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
262
|
|
|
—
|
|
|
262
|
|
|||||
Dividends declared on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(210
|
)
|
|
—
|
|
|
(210
|
)
|
|||||
Balance, June 30, 2016
|
138,632
|
|
|
$
|
1,386
|
|
|
$
|
2,700
|
|
|
$
|
1,637
|
|
|
$
|
2
|
|
|
$
|
5,725
|
|
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
|
|
Regulatory Matters
|
|
DTE Energy and DTE Electric
|
Note 5
|
|
Earnings per Share
|
|
DTE Energy
|
Note 6
|
|
Fair Value
|
|
DTE Energy and DTE Electric
|
Note 7
|
|
Financial and Other Derivative Instruments
|
|
DTE Energy and DTE Electric
|
Note 8
|
|
Long-Term Debt
|
|
DTE Energy and DTE Electric
|
Note 9
|
|
Short-Term Credit Arrangements and Borrowings
|
|
DTE Energy and DTE Electric
|
Note 10
|
|
Commitments and Contingencies
|
|
DTE Energy and DTE Electric
|
Note 11
|
|
Retirement Benefits and Trusteed Assets
|
|
DTE Energy and DTE Electric
|
Note 12
|
|
Segment and Related Information
|
|
DTE Energy
|
•
|
DTE Electric is a public utility engaged in the generation, purchase, distribution, and sale of electricity to approximately
2.2 million
customers in southeastern Michigan;
|
•
|
DTE Gas is a public 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.
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
|
(In millions)
|
||||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
11
|
|
|
$
|
14
|
|
Restricted cash
|
6
|
|
|
8
|
|
||
Accounts receivable
|
29
|
|
|
18
|
|
||
Inventories
|
101
|
|
|
82
|
|
||
Property, plant, and equipment, net
|
59
|
|
|
66
|
|
||
Other current and long-term assets
|
2
|
|
|
4
|
|
||
|
$
|
208
|
|
|
$
|
192
|
|
|
|
|
|
||||
LIABILITIES
|
|
|
|
||||
Accounts payable and accrued current liabilities
|
$
|
21
|
|
|
$
|
13
|
|
Current portion long-term debt, including capital leases
|
6
|
|
|
8
|
|
||
Mortgage bonds, notes, and other
|
7
|
|
|
10
|
|
||
Other current and long-term liabilities
|
6
|
|
|
6
|
|
||
|
$
|
40
|
|
|
$
|
37
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
|
(In millions)
|
||||||
Investment in equity method investees
|
$
|
195
|
|
|
$
|
136
|
|
Notes receivable
|
$
|
15
|
|
|
$
|
15
|
|
Future funding commitments
|
$
|
8
|
|
|
$
|
—
|
|
|
Effective Tax Rate
|
|
Unrecognized
Tax Benefits
|
||||||||||||
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
June 30,
|
||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
||||||
|
|
|
|
|
|
|
|
|
(In millions)
|
||||||
DTE Energy
|
26
|
%
|
|
20
|
%
|
|
26
|
%
|
|
28
|
%
|
|
$
|
3
|
|
DTE Electric
|
36
|
%
|
|
35
|
%
|
|
36
|
%
|
|
35
|
%
|
|
$
|
4
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In millions, except per share amounts)
|
||||||||||||||
Basic Earnings per Share
|
|
|
|
|
|
|
|
||||||||
Net Income Attributable to DTE Energy Company
|
$
|
152
|
|
|
$
|
109
|
|
|
$
|
399
|
|
|
$
|
382
|
|
Average number of common shares outstanding
|
179
|
|
|
179
|
|
|
179
|
|
|
179
|
|
||||
Dividends declared — common shares
|
$
|
131
|
|
|
$
|
124
|
|
|
$
|
261
|
|
|
$
|
247
|
|
Dividends declared — net restricted shares
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Total distributed earnings
|
$
|
131
|
|
|
$
|
124
|
|
|
$
|
262
|
|
|
$
|
248
|
|
Net Income less distributed earnings
|
$
|
21
|
|
|
$
|
(15
|
)
|
|
$
|
137
|
|
|
$
|
134
|
|
Distributed (dividends per common share)
|
$
|
0.73
|
|
|
$
|
0.69
|
|
|
$
|
1.46
|
|
|
$
|
1.38
|
|
Undistributed
|
0.11
|
|
|
(0.08
|
)
|
|
0.76
|
|
|
0.75
|
|
||||
Total Basic Earnings per Common Share
|
$
|
0.84
|
|
|
$
|
0.61
|
|
|
$
|
2.22
|
|
|
$
|
2.13
|
|
Diluted Earnings per Share
|
|
|
|
|
|
|
|
||||||||
Net Income Attributable to DTE Energy Company
|
$
|
152
|
|
|
$
|
109
|
|
|
$
|
399
|
|
|
$
|
382
|
|
Average number of common shares outstanding
|
179
|
|
|
179
|
|
|
179
|
|
|
179
|
|
||||
Average incremental shares from assumed exercise of options
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Common shares for dilutive calculation
|
180
|
|
|
179
|
|
|
180
|
|
|
179
|
|
||||
Dividends declared — common shares
|
$
|
131
|
|
|
$
|
124
|
|
|
$
|
261
|
|
|
$
|
247
|
|
Dividends declared — net restricted shares
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Total distributed earnings
|
$
|
131
|
|
|
$
|
124
|
|
|
$
|
262
|
|
|
$
|
248
|
|
Net Income less distributed earnings
|
$
|
21
|
|
|
$
|
(15
|
)
|
|
$
|
137
|
|
|
$
|
134
|
|
Distributed (dividends per common share)
|
$
|
0.73
|
|
|
$
|
0.69
|
|
|
$
|
1.46
|
|
|
$
|
1.38
|
|
Undistributed
|
0.11
|
|
|
(0.08
|
)
|
|
0.76
|
|
|
0.75
|
|
||||
Total Diluted Earnings per Common Share
|
$
|
0.84
|
|
|
$
|
0.61
|
|
|
$
|
2.22
|
|
|
$
|
2.13
|
|
•
|
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.
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||||||||||||||||||||||||||||||||||
|
Level
1 |
|
Level
2 |
|
Level
3 |
|
Other
(a) |
|
Netting
(b) |
|
Net Balance
|
|
Level
1 |
|
Level
2 |
|
Level
3 |
|
Other
(a) |
|
Netting
(b) |
|
Net Balance
|
||||||||||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Cash equivalents (c)
|
$
|
6
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
13
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16
|
|
Nuclear decommissioning trusts
|
853
|
|
|
422
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,275
|
|
|
759
|
|
|
473
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
1,236
|
|
||||||||||||
Other investments (d)
|
159
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
159
|
|
|
149
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
149
|
|
||||||||||||
Derivative assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commodity Contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Natural Gas
|
171
|
|
|
65
|
|
|
62
|
|
|
—
|
|
|
(248
|
)
|
|
50
|
|
|
193
|
|
|
91
|
|
|
103
|
|
|
—
|
|
|
(285
|
)
|
|
102
|
|
||||||||||||
Electricity
|
—
|
|
|
196
|
|
|
43
|
|
|
—
|
|
|
(207
|
)
|
|
32
|
|
|
—
|
|
|
239
|
|
|
68
|
|
|
—
|
|
|
(232
|
)
|
|
75
|
|
||||||||||||
Other
|
1
|
|
|
2
|
|
|
4
|
|
|
—
|
|
|
(2
|
)
|
|
5
|
|
|
2
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
(2
|
)
|
|
3
|
|
||||||||||||
Foreign currency exchange contracts
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
1
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
3
|
|
||||||||||||
Total derivative assets
|
172
|
|
|
269
|
|
|
109
|
|
|
—
|
|
|
(462
|
)
|
|
88
|
|
|
195
|
|
|
342
|
|
|
174
|
|
|
—
|
|
|
(528
|
)
|
|
183
|
|
||||||||||||
Total
|
$
|
1,190
|
|
|
$
|
694
|
|
|
$
|
109
|
|
|
$
|
—
|
|
|
$
|
(462
|
)
|
|
$
|
1,531
|
|
|
$
|
1,116
|
|
|
$
|
818
|
|
|
$
|
174
|
|
|
$
|
4
|
|
|
$
|
(528
|
)
|
|
$
|
1,584
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Derivative liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Commodity Contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Natural Gas
|
$
|
(193
|
)
|
|
$
|
(58
|
)
|
|
$
|
(124
|
)
|
|
$
|
—
|
|
|
$
|
263
|
|
|
$
|
(112
|
)
|
|
$
|
(218
|
)
|
|
$
|
(57
|
)
|
|
$
|
(108
|
)
|
|
$
|
—
|
|
|
$
|
294
|
|
|
$
|
(89
|
)
|
Electricity
|
—
|
|
|
(191
|
)
|
|
(49
|
)
|
|
—
|
|
|
212
|
|
|
(28
|
)
|
|
—
|
|
|
(243
|
)
|
|
(62
|
)
|
|
—
|
|
|
253
|
|
|
(52
|
)
|
||||||||||||
Other
|
(3
|
)
|
|
(3
|
)
|
|
(5
|
)
|
|
—
|
|
|
10
|
|
|
(1
|
)
|
|
(2
|
)
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
8
|
|
|
(2
|
)
|
||||||||||||
Foreign currency exchange contracts
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
||||||||||||
Total derivative liabilities
|
(196
|
)
|
|
(255
|
)
|
|
(178
|
)
|
|
—
|
|
|
488
|
|
|
(141
|
)
|
|
(220
|
)
|
|
(307
|
)
|
|
(178
|
)
|
|
—
|
|
|
562
|
|
|
(143
|
)
|
||||||||||||
Total
|
$
|
(196
|
)
|
|
$
|
(255
|
)
|
|
$
|
(178
|
)
|
|
$
|
—
|
|
|
$
|
488
|
|
|
$
|
(141
|
)
|
|
$
|
(220
|
)
|
|
$
|
(307
|
)
|
|
$
|
(178
|
)
|
|
$
|
—
|
|
|
$
|
562
|
|
|
$
|
(143
|
)
|
Net Assets (Liabilities) at the end of the period
|
$
|
994
|
|
|
$
|
439
|
|
|
$
|
(69
|
)
|
|
$
|
—
|
|
|
$
|
26
|
|
|
$
|
1,390
|
|
|
$
|
896
|
|
|
$
|
511
|
|
|
$
|
(4
|
)
|
|
$
|
4
|
|
|
$
|
34
|
|
|
$
|
1,441
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Current
|
$
|
151
|
|
|
$
|
220
|
|
|
$
|
67
|
|
|
$
|
—
|
|
|
$
|
(376
|
)
|
|
$
|
62
|
|
|
$
|
174
|
|
|
$
|
284
|
|
|
$
|
128
|
|
|
$
|
—
|
|
|
$
|
(441
|
)
|
|
$
|
145
|
|
Noncurrent
|
1,039
|
|
|
474
|
|
|
42
|
|
|
—
|
|
|
(86
|
)
|
|
1,469
|
|
|
942
|
|
|
534
|
|
|
46
|
|
|
4
|
|
|
(87
|
)
|
|
1,439
|
|
||||||||||||
Total Assets
|
$
|
1,190
|
|
|
$
|
694
|
|
|
$
|
109
|
|
|
$
|
—
|
|
|
$
|
(462
|
)
|
|
$
|
1,531
|
|
|
$
|
1,116
|
|
|
$
|
818
|
|
|
$
|
174
|
|
|
$
|
4
|
|
|
$
|
(528
|
)
|
|
$
|
1,584
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Current
|
$
|
(166
|
)
|
|
$
|
(204
|
)
|
|
$
|
(72
|
)
|
|
$
|
—
|
|
|
$
|
395
|
|
|
$
|
(47
|
)
|
|
$
|
(174
|
)
|
|
$
|
(260
|
)
|
|
$
|
(87
|
)
|
|
$
|
—
|
|
|
$
|
464
|
|
|
$
|
(57
|
)
|
Noncurrent
|
(30
|
)
|
|
(51
|
)
|
|
(106
|
)
|
|
—
|
|
|
93
|
|
|
(94
|
)
|
|
(46
|
)
|
|
(47
|
)
|
|
(91
|
)
|
|
—
|
|
|
98
|
|
|
(86
|
)
|
||||||||||||
Total Liabilities
|
$
|
(196
|
)
|
|
$
|
(255
|
)
|
|
$
|
(178
|
)
|
|
$
|
—
|
|
|
$
|
488
|
|
|
$
|
(141
|
)
|
|
$
|
(220
|
)
|
|
$
|
(307
|
)
|
|
$
|
(178
|
)
|
|
$
|
—
|
|
|
$
|
562
|
|
|
$
|
(143
|
)
|
Net Assets (Liabilities) at the end of the period
|
$
|
994
|
|
|
$
|
439
|
|
|
$
|
(69
|
)
|
|
$
|
—
|
|
|
$
|
26
|
|
|
$
|
1,390
|
|
|
$
|
896
|
|
|
$
|
511
|
|
|
$
|
(4
|
)
|
|
$
|
4
|
|
|
$
|
34
|
|
|
$
|
1,441
|
|
(a)
|
Amounts represent assets valued at NAV as a practical expedient for fair value.
|
(b)
|
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.
|
(c)
|
At
June 30, 2016
, available-for-sale securities of
$9 million
included
$6 million
and
$3 million
of cash equivalents included in Restricted cash and Other investments on DTE Energy's Consolidated Statements of Financial Position, respectively. At
December 31, 2015
, available-for-sale securities of
$16 million
, included
$8 million
and
$8 million
of cash equivalents included in Restricted cash and Other investments on DTE Energy's Consolidated Statements of Financial Position, respectively.
|
(d)
|
Excludes cash surrender value of life insurance investments.
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Other
(a) |
|
Net Balance
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Other
(a) |
|
Net Balance
|
||||||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Cash equivalents (b)
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
5
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8
|
|
Nuclear decommissioning trusts
|
853
|
|
|
422
|
|
|
—
|
|
|
—
|
|
|
1,275
|
|
|
759
|
|
|
473
|
|
|
—
|
|
|
4
|
|
|
1,236
|
|
||||||||||
Other investments
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
||||||||||
Derivative assets — FTRs
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
||||||||||
Total
|
$
|
861
|
|
|
$
|
425
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
1,290
|
|
|
$
|
772
|
|
|
$
|
476
|
|
|
$
|
3
|
|
|
$
|
4
|
|
|
$
|
1,255
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Current
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
5
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
11
|
|
Noncurrent
|
861
|
|
|
422
|
|
|
—
|
|
|
—
|
|
|
1,283
|
|
|
767
|
|
|
473
|
|
|
—
|
|
|
4
|
|
|
1,244
|
|
||||||||||
Total Assets
|
$
|
861
|
|
|
$
|
425
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
1,290
|
|
|
$
|
772
|
|
|
$
|
476
|
|
|
$
|
3
|
|
|
$
|
4
|
|
|
$
|
1,255
|
|
(a)
|
Amounts represent assets valued at NAV as a practical expedient for fair value.
|
(b)
|
At
June 30, 2016
, available-for-sale securities of
$3 million
consisted of cash equivalents included in Other investments on DTE Electric's Consolidated Statements of Financial Position. At
December 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.
|
|
Three Months Ended June 30, 2016
|
|
Three Months Ended June 30, 2015
|
||||||||||||||||||||||||||||
|
Natural Gas
|
|
Electricity
|
|
Other
|
|
Total
|
|
Natural Gas
|
|
Electricity
|
|
Other
|
|
Total
|
||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||
Net Assets (Liabilities) as of March 31
|
$
|
(34
|
)
|
|
$
|
(16
|
)
|
|
$
|
(7
|
)
|
|
$
|
(57
|
)
|
|
$
|
—
|
|
|
$
|
(7
|
)
|
|
$
|
(5
|
)
|
|
$
|
(12
|
)
|
Transfers into Level 3 from Level 2
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Transfers from Level 3 into Level 2
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total gains (losses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Included in earnings
|
(36
|
)
|
|
12
|
|
|
2
|
|
|
(22
|
)
|
|
(5
|
)
|
|
18
|
|
|
1
|
|
|
14
|
|
||||||||
Recorded in Regulatory liabilities
|
—
|
|
|
—
|
|
|
6
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
13
|
|
||||||||
Purchases, issuances, and settlements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Purchases
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||||
Settlements
|
8
|
|
|
(3
|
)
|
|
(2
|
)
|
|
3
|
|
|
(3
|
)
|
|
(9
|
)
|
|
(8
|
)
|
|
(20
|
)
|
||||||||
Net Assets (Liabilities) as of June 30
|
$
|
(62
|
)
|
|
$
|
(6
|
)
|
|
$
|
(1
|
)
|
|
$
|
(69
|
)
|
|
$
|
(8
|
)
|
|
$
|
3
|
|
|
$
|
1
|
|
|
$
|
(4
|
)
|
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 June 30, 2016 and 2015 and reflected in Operating Revenues — Non-utility operations and Fuel, purchased power, and gas — non-utility in DTE Energy's Consolidated Statements of Operations
|
$
|
(41
|
)
|
|
$
|
(4
|
)
|
|
$
|
2
|
|
|
$
|
(43
|
)
|
|
$
|
(20
|
)
|
|
$
|
15
|
|
|
$
|
1
|
|
|
$
|
(4
|
)
|
|
Six Months Ended June 30, 2016
|
|
Six Months Ended June 30, 2015
|
||||||||||||||||||||||||||||
|
Natural Gas
|
|
Electricity
|
|
Other
|
|
Total
|
|
Natural Gas
|
|
Electricity
|
|
Other
|
|
Total
|
||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||
Net Assets (Liabilities) as of December 31
|
$
|
(5
|
)
|
|
$
|
6
|
|
|
$
|
(5
|
)
|
|
$
|
(4
|
)
|
|
$
|
30
|
|
|
$
|
(5
|
)
|
|
$
|
(1
|
)
|
|
$
|
24
|
|
Transfers into Level 3 from Level 2
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Transfers from Level 3 into Level 2
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total gains (losses):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Included in earnings
|
(56
|
)
|
|
(46
|
)
|
|
1
|
|
|
(101
|
)
|
|
(35
|
)
|
|
24
|
|
|
(2
|
)
|
|
(13
|
)
|
||||||||
Recorded in Regulatory liabilities
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
11
|
|
||||||||
Purchases, issuances, and settlements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Purchases
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||||
Settlements
|
—
|
|
|
33
|
|
|
(1
|
)
|
|
32
|
|
|
(3
|
)
|
|
(18
|
)
|
|
(7
|
)
|
|
(28
|
)
|
||||||||
Net Assets (Liabilities) as of June 30
|
$
|
(62
|
)
|
|
$
|
(6
|
)
|
|
$
|
(1
|
)
|
|
$
|
(69
|
)
|
|
$
|
(8
|
)
|
|
$
|
3
|
|
|
$
|
1
|
|
|
$
|
(4
|
)
|
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 June 30, 2016 and 2015 and reflected in Operating Revenues — Non-utility operations and Fuel, purchased power, and gas — non-utility in DTE Energy's Consolidated Statements of Operations
|
$
|
(113
|
)
|
|
$
|
(7
|
)
|
|
$
|
1
|
|
|
$
|
(119
|
)
|
|
$
|
(112
|
)
|
|
$
|
11
|
|
|
$
|
(1
|
)
|
|
$
|
(102
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In millions)
|
||||||||||||||
Net Assets as of beginning of period
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
3
|
|
|
$
|
3
|
|
Change in fair value recorded in Regulatory liabilities
|
6
|
|
|
13
|
|
|
4
|
|
|
11
|
|
||||
Purchases, issuances, and settlements:
|
|
|
|
|
|
|
|
||||||||
Settlements
|
(3
|
)
|
|
(9
|
)
|
|
(3
|
)
|
|
(9
|
)
|
||||
Net Assets as of June 30
|
$
|
4
|
|
|
$
|
5
|
|
|
$
|
4
|
|
|
$
|
5
|
|
The amount of total gains (losses) included in Regulatory liabilities attributed to the change in unrealized gains (losses) related to assets held at June 30, 2016 and 2015 and reflected in DTE Electric's Consolidated Statements of Financial Position
|
$
|
4
|
|
|
$
|
5
|
|
|
$
|
4
|
|
|
$
|
5
|
|
|
|
June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity Contracts
|
|
Derivative Assets
|
|
Derivative Liabilities
|
|
Valuation Techniques
|
|
Unobservable Input
|
|
Range
|
|
Weighted Average
|
||||||||||||
|
|
(In millions)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Natural Gas
|
|
$
|
62
|
|
|
$
|
(124
|
)
|
|
Discounted Cash Flow
|
|
Forward basis price (per MMBtu)
|
|
$
|
(1.36
|
) —
|
|
$
|
3.68
|
/MMBtu
|
|
$
|
(0.10
|
)/MMBtu
|
Electricity
|
|
$
|
43
|
|
|
$
|
(49
|
)
|
|
Discounted Cash Flow
|
|
Forward basis price (per MWh)
|
|
$
|
(14
|
) —
|
|
$
|
13
|
/MWh
|
|
$
|
1
|
/MWh
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||||||||||||||||||
|
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
|
$
|
32
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
32
|
|
|
$
|
32
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
32
|
|
Dividends payable
|
$
|
269
|
|
|
$
|
269
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
131
|
|
|
$
|
131
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-term borrowings
|
$
|
175
|
|
|
$
|
—
|
|
|
$
|
175
|
|
|
$
|
—
|
|
|
$
|
499
|
|
|
$
|
—
|
|
|
$
|
499
|
|
|
$
|
—
|
|
Long-term debt, excluding capital leases
|
$
|
9,488
|
|
|
$
|
807
|
|
|
$
|
8,538
|
|
|
$
|
1,438
|
|
|
$
|
9,210
|
|
|
$
|
496
|
|
|
$
|
8,136
|
|
|
$
|
1,203
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||||||||||||||||||
|
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
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
Notes receivable — affiliates
|
$
|
62
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
62
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-term borrowings — affiliates
|
$
|
108
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
108
|
|
|
$
|
75
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
75
|
|
Short-term borrowings — other
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
272
|
|
|
$
|
—
|
|
|
$
|
272
|
|
|
$
|
—
|
|
Long-term debt, excluding capital leases
|
$
|
5,877
|
|
|
$
|
—
|
|
|
$
|
5,999
|
|
|
$
|
755
|
|
|
$
|
5,588
|
|
|
$
|
—
|
|
|
$
|
5,432
|
|
|
$
|
545
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
|
(In millions)
|
||||||
Fermi 2
|
$
|
1,247
|
|
|
$
|
1,211
|
|
Fermi 1
|
3
|
|
|
3
|
|
||
Low-level radioactive waste
|
25
|
|
|
22
|
|
||
Total
|
$
|
1,275
|
|
|
$
|
1,236
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In millions)
|
||||||||||||||
Realized gains
|
$
|
37
|
|
|
$
|
13
|
|
|
$
|
46
|
|
|
$
|
22
|
|
Realized losses
|
$
|
(25
|
)
|
|
$
|
(5
|
)
|
|
$
|
(40
|
)
|
|
$
|
(12
|
)
|
Proceeds from sales of securities
|
$
|
481
|
|
|
$
|
194
|
|
|
$
|
741
|
|
|
$
|
440
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
Fair
Value |
|
Unrealized
Gains |
|
Unrealized
Losses |
|
Fair
Value |
|
Unrealized
Gains |
|
Unrealized
Losses |
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Equity securities
|
$
|
831
|
|
|
$
|
180
|
|
|
$
|
(53
|
)
|
|
$
|
731
|
|
|
$
|
195
|
|
|
$
|
(68
|
)
|
Debt securities
|
438
|
|
|
29
|
|
|
(2
|
)
|
|
499
|
|
|
16
|
|
|
(4
|
)
|
||||||
Cash and cash equivalents
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
||||||
|
$
|
1,275
|
|
|
$
|
209
|
|
|
$
|
(55
|
)
|
|
$
|
1,236
|
|
|
$
|
211
|
|
|
$
|
(72
|
)
|
•
|
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.
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||
|
Derivative
Assets
|
|
Derivative Liabilities
|
|
Derivative
Assets
|
|
Derivative Liabilities
|
||||||||
|
(In millions)
|
||||||||||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Commodity Contracts:
|
|
|
|
|
|
|
|
|
|
||||||
Natural Gas
|
$
|
298
|
|
|
$
|
(375
|
)
|
|
$
|
387
|
|
|
$
|
(383
|
)
|
Electricity
|
239
|
|
|
(240
|
)
|
|
307
|
|
|
(305
|
)
|
||||
Other
|
7
|
|
|
(11
|
)
|
|
5
|
|
|
(10
|
)
|
||||
Foreign currency exchange contracts
|
6
|
|
|
(3
|
)
|
|
12
|
|
|
(7
|
)
|
||||
Total derivatives not designated as hedging instruments:
|
$
|
550
|
|
|
$
|
(629
|
)
|
|
$
|
711
|
|
|
$
|
(705
|
)
|
|
|
|
|
|
|
|
|
||||||||
Current
|
$
|
429
|
|
|
$
|
(442
|
)
|
|
$
|
570
|
|
|
$
|
(521
|
)
|
Noncurrent
|
121
|
|
|
(187
|
)
|
|
141
|
|
|
(184
|
)
|
||||
Total derivatives
|
$
|
550
|
|
|
$
|
(629
|
)
|
|
$
|
711
|
|
|
$
|
(705
|
)
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
|
(In millions)
|
||||||
FTRs — Other current assets
|
$
|
4
|
|
|
$
|
3
|
|
Total derivatives not designated as hedging instrument
|
$
|
4
|
|
|
$
|
3
|
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
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
|
$
|
298
|
|
|
$
|
(248
|
)
|
|
$
|
50
|
|
|
$
|
387
|
|
|
$
|
(285
|
)
|
|
$
|
102
|
|
Electricity
|
239
|
|
|
(207
|
)
|
|
32
|
|
|
307
|
|
|
(232
|
)
|
|
75
|
|
||||||
Other
|
7
|
|
|
(2
|
)
|
|
5
|
|
|
5
|
|
|
(2
|
)
|
|
3
|
|
||||||
Foreign currency exchange contracts
|
6
|
|
|
(5
|
)
|
|
1
|
|
|
12
|
|
|
(9
|
)
|
|
3
|
|
||||||
Total derivative assets
|
$
|
550
|
|
|
$
|
(462
|
)
|
|
$
|
88
|
|
|
$
|
711
|
|
|
$
|
(528
|
)
|
|
$
|
183
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commodity Contracts:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Natural Gas
|
$
|
(375
|
)
|
|
$
|
263
|
|
|
$
|
(112
|
)
|
|
$
|
(383
|
)
|
|
$
|
294
|
|
|
$
|
(89
|
)
|
Electricity
|
(240
|
)
|
|
212
|
|
|
(28
|
)
|
|
(305
|
)
|
|
253
|
|
|
(52
|
)
|
||||||
Other
|
(11
|
)
|
|
10
|
|
|
(1
|
)
|
|
(10
|
)
|
|
8
|
|
|
(2
|
)
|
||||||
Foreign currency exchange contracts
|
(3
|
)
|
|
3
|
|
|
—
|
|
|
(7
|
)
|
|
7
|
|
|
—
|
|
||||||
Total derivative liabilities
|
$
|
(629
|
)
|
|
$
|
488
|
|
|
$
|
(141
|
)
|
|
$
|
(705
|
)
|
|
$
|
562
|
|
|
$
|
(143
|
)
|
|
June 30, 2016
|
|
December 31, 2015
|
||||||||||||||||||||||||||||
|
Derivative Assets
|
|
Derivative Liabilities
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||||||||||||||||||
|
Current
|
|
Noncurrent
|
|
Current
|
|
Noncurrent
|
|
Current
|
|
Noncurrent
|
|
Current
|
|
Noncurrent
|
||||||||||||||||
|
(In millions)
|
||||||||||||||||||||||||||||||
Total fair value of derivatives
|
$
|
429
|
|
|
$
|
121
|
|
|
$
|
(442
|
)
|
|
$
|
(187
|
)
|
|
$
|
570
|
|
|
$
|
141
|
|
|
$
|
(521
|
)
|
|
$
|
(184
|
)
|
Counterparty netting
|
(372
|
)
|
|
(84
|
)
|
|
372
|
|
|
84
|
|
|
(441
|
)
|
|
(85
|
)
|
|
441
|
|
|
85
|
|
||||||||
Collateral adjustment
|
(4
|
)
|
|
(2
|
)
|
|
23
|
|
|
9
|
|
|
—
|
|
|
(2
|
)
|
|
23
|
|
|
13
|
|
||||||||
Total derivatives as reported
|
$
|
53
|
|
|
$
|
35
|
|
|
$
|
(47
|
)
|
|
$
|
(94
|
)
|
|
$
|
129
|
|
|
$
|
54
|
|
|
$
|
(57
|
)
|
|
$
|
(86
|
)
|
Derivatives not Designated as Hedging Instruments
|
|
Location of Gain
(Loss) Recognized in Income on Derivatives |
|
Gain (Loss) Recognized in Income on Derivatives for the Three Months Ended June 30,
|
|
Gain (Loss) Recognized in Income on Derivatives for the Six Months Ended June 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||
|
|
|
|
(In millions)
|
||||||||||||||
Commodity Contracts:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Natural Gas
|
|
Operating Revenues — Non-utility operations
|
|
$
|
(30
|
)
|
|
$
|
(4
|
)
|
|
$
|
(86
|
)
|
|
$
|
(130
|
)
|
Natural Gas
|
|
Fuel, purchased power, and gas — non-utility
|
|
(9
|
)
|
|
12
|
|
|
32
|
|
|
33
|
|
||||
Electricity
|
|
Operating Revenues — Non-utility operations
|
|
19
|
|
|
15
|
|
|
(5
|
)
|
|
46
|
|
||||
Other
|
|
Operating Revenues — Non-utility operations
|
|
—
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
||||
Foreign currency exchange contracts
|
|
Operating Revenues — Non-utility operations
|
|
1
|
|
|
—
|
|
|
(4
|
)
|
|
1
|
|
||||
Total
|
|
|
|
$
|
(19
|
)
|
|
$
|
25
|
|
|
$
|
(65
|
)
|
|
$
|
(50
|
)
|
Commodity
|
|
Number of Units
|
|
Natural Gas (MMBtu)
|
|
1,838,453,487
|
|
Electricity (MWh)
|
|
37,370,289
|
|
Oil (Gallons)
|
|
18,102,000
|
|
Foreign Currency Exchange (Canadian dollars)
|
|
80,449,368
|
|
Company
|
|
Month
|
|
Type
|
|
Interest Rate
|
|
Maturity
|
|
Amount
|
||
|
|
|
|
|
|
|
|
|
|
(In millions)
|
||
DTE Electric
|
|
May
|
|
Mortgage Bonds
|
|
3.70%
|
|
2046
|
|
$
|
300
|
|
DTE Energy
|
|
May
|
|
Junior Subordinated Debentures
|
|
5.375%
|
|
2076
|
|
300
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
600
|
|
Company
|
|
Month
|
|
Type
|
|
Interest Rate
|
|
Maturity
|
|
Amount
|
||
|
|
|
|
|
|
|
|
|
|
(In millions)
|
||
DTE Electric
|
|
March
|
|
Mortgage Bonds
|
|
7.904%
|
|
2016
|
|
$
|
10
|
|
DTE Energy
|
|
June
|
|
Senior Notes
|
|
6.35%
|
|
2016
|
|
300
|
|
|
DTE Energy
|
|
Various
|
|
Other Long-Term Debt
|
|
Various
|
|
2016
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
313
|
|
|
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 September 2017
|
70
|
|
|
—
|
|
|
—
|
|
|
70
|
|
||||
Unsecured revolving credit facility, expiring April 2021
|
1,200
|
|
|
400
|
|
|
300
|
|
|
1,900
|
|
||||
|
1,370
|
|
|
400
|
|
|
300
|
|
|
2,070
|
|
||||
Amounts outstanding at June 30, 2016
|
|
|
|
|
|
|
|
||||||||
Commercial paper issuances
|
175
|
|
|
—
|
|
|
—
|
|
|
175
|
|
||||
Letters of credit
|
139
|
|
|
—
|
|
|
—
|
|
|
139
|
|
||||
|
314
|
|
|
—
|
|
|
—
|
|
|
314
|
|
||||
Net availability at June 30, 2016
|
$
|
1,056
|
|
|
$
|
400
|
|
|
$
|
300
|
|
|
$
|
1,756
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Three Months Ended June 30,
|
(In millions)
|
||||||||||||||
Service cost
|
$
|
23
|
|
|
$
|
24
|
|
|
$
|
7
|
|
|
$
|
8
|
|
Interest cost
|
55
|
|
|
53
|
|
|
20
|
|
|
21
|
|
||||
Expected return on plan assets
|
(78
|
)
|
|
(74
|
)
|
|
(32
|
)
|
|
(32
|
)
|
||||
Amortization of:
|
|
|
|
|
|
|
|
||||||||
Net actuarial loss
|
41
|
|
|
52
|
|
|
8
|
|
|
11
|
|
||||
Prior service credit
|
—
|
|
|
—
|
|
|
(29
|
)
|
|
(32
|
)
|
||||
Net periodic benefit cost (credit)
|
$
|
41
|
|
|
$
|
55
|
|
|
$
|
(26
|
)
|
|
$
|
(24
|
)
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Six Months Ended June 30,
|
(In millions)
|
||||||||||||||
Service cost
|
$
|
46
|
|
|
$
|
49
|
|
|
$
|
13
|
|
|
$
|
17
|
|
Interest cost
|
109
|
|
|
106
|
|
|
40
|
|
|
41
|
|
||||
Expected return on plan assets
|
(155
|
)
|
|
(148
|
)
|
|
(64
|
)
|
|
(65
|
)
|
||||
Amortization of:
|
|
|
|
|
|
|
|
||||||||
Net actuarial loss
|
81
|
|
|
103
|
|
|
16
|
|
|
22
|
|
||||
Prior service credit
|
—
|
|
|
—
|
|
|
(59
|
)
|
|
(63
|
)
|
||||
Net periodic benefit cost (credit)
|
$
|
81
|
|
|
$
|
110
|
|
|
$
|
(54
|
)
|
|
$
|
(48
|
)
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Three Months Ended June 30,
|
(In millions)
|
||||||||||||||
Service cost
|
$
|
17
|
|
|
$
|
18
|
|
|
$
|
5
|
|
|
$
|
6
|
|
Interest cost
|
42
|
|
|
41
|
|
|
16
|
|
|
15
|
|
||||
Expected return on plan assets
|
(55
|
)
|
|
(52
|
)
|
|
(22
|
)
|
|
(22
|
)
|
||||
Amortization of:
|
|
|
|
|
|
|
|
||||||||
Net actuarial loss
|
28
|
|
|
36
|
|
|
5
|
|
|
8
|
|
||||
Prior service cost (credit)
|
1
|
|
|
1
|
|
|
(22
|
)
|
|
(23
|
)
|
||||
Net periodic benefit cost (credit)
|
$
|
33
|
|
|
$
|
44
|
|
|
$
|
(18
|
)
|
|
$
|
(16
|
)
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Six Months Ended June 30,
|
(In millions)
|
||||||||||||||
Service cost
|
$
|
35
|
|
|
$
|
38
|
|
|
$
|
10
|
|
|
$
|
13
|
|
Interest cost
|
83
|
|
|
81
|
|
|
31
|
|
|
31
|
|
||||
Expected return on plan assets
|
(110
|
)
|
|
(105
|
)
|
|
(45
|
)
|
|
(45
|
)
|
||||
Amortization of:
|
|
|
|
|
|
|
|
||||||||
Net actuarial loss
|
57
|
|
|
74
|
|
|
11
|
|
|
16
|
|
||||
Prior service cost (credit)
|
1
|
|
|
1
|
|
|
(44
|
)
|
|
(47
|
)
|
||||
Net periodic benefit cost (credit)
|
$
|
66
|
|
|
$
|
89
|
|
|
$
|
(37
|
)
|
|
$
|
(32
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In millions)
|
||||||||||||||
Inter-segment Revenues
|
|
|
|
|
|
|
|
||||||||
Electric
|
$
|
8
|
|
|
$
|
9
|
|
|
$
|
17
|
|
|
$
|
18
|
|
Gas
|
3
|
|
|
—
|
|
|
3
|
|
|
1
|
|
||||
Gas Storage and Pipelines
|
3
|
|
|
5
|
|
|
5
|
|
|
6
|
|
||||
Power and Industrial Projects
|
150
|
|
|
215
|
|
|
298
|
|
|
395
|
|
||||
Energy Trading
|
8
|
|
|
7
|
|
|
18
|
|
|
16
|
|
||||
Corporate and Other
|
2
|
|
|
—
|
|
|
2
|
|
|
1
|
|
||||
|
$
|
174
|
|
|
$
|
236
|
|
|
$
|
343
|
|
|
$
|
437
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In millions)
|
||||||||||||||
Operating Revenues — Utility operations
|
|
|
|
|
|
|
|
||||||||
Electric
|
$
|
1,215
|
|
|
$
|
1,148
|
|
|
$
|
2,368
|
|
|
$
|
2,351
|
|
Gas
|
231
|
|
|
218
|
|
|
751
|
|
|
865
|
|
||||
Operating Revenues — Non-utility operations
|
|
|
|
|
|
|
|
||||||||
Gas Storage and Pipelines
|
69
|
|
|
57
|
|
|
136
|
|
|
114
|
|
||||
Power and Industrial Projects
|
444
|
|
|
556
|
|
|
890
|
|
|
1,123
|
|
||||
Energy Trading
|
476
|
|
|
524
|
|
|
1,025
|
|
|
1,235
|
|
||||
Corporate and Other
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
||||
Reconciliation and Eliminations
|
(174
|
)
|
|
(236
|
)
|
|
(343
|
)
|
|
(437
|
)
|
||||
Total
|
$
|
2,262
|
|
|
$
|
2,268
|
|
|
$
|
4,828
|
|
|
$
|
5,252
|
|
•
|
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 June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In millions)
|
||||||||||||||
Net Income (Loss) Attributable to DTE Energy by Segment:
|
|
|
|
|
|
|
|
||||||||
Electric
|
$
|
135
|
|
|
$
|
99
|
|
|
$
|
262
|
|
|
$
|
235
|
|
Gas
|
13
|
|
|
(7
|
)
|
|
100
|
|
|
104
|
|
||||
Gas Storage and Pipelines
|
35
|
|
|
25
|
|
|
65
|
|
|
52
|
|
||||
Power and Industrial Projects
|
15
|
|
|
8
|
|
|
32
|
|
|
41
|
|
||||
Energy Trading
|
(23
|
)
|
|
(3
|
)
|
|
(30
|
)
|
|
(12
|
)
|
||||
Corporate and Other
|
(23
|
)
|
|
(13
|
)
|
|
(30
|
)
|
|
(38
|
)
|
||||
Net Income Attributable to DTE Energy Company
|
$
|
152
|
|
|
$
|
109
|
|
|
$
|
399
|
|
|
$
|
382
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In millions)
|
||||||||||||||
Operating Revenues — Utility operations
|
$
|
1,215
|
|
|
$
|
1,148
|
|
|
$
|
2,368
|
|
|
$
|
2,351
|
|
Fuel and purchased power — utility
|
361
|
|
|
381
|
|
|
696
|
|
|
771
|
|
||||
Gross Margin
|
854
|
|
|
767
|
|
|
1,672
|
|
|
1,580
|
|
||||
Operation and maintenance
|
332
|
|
|
319
|
|
|
656
|
|
|
636
|
|
||||
Depreciation and amortization
|
187
|
|
|
166
|
|
|
363
|
|
|
323
|
|
||||
Taxes other than income
|
70
|
|
|
68
|
|
|
143
|
|
|
141
|
|
||||
Operating Income
|
265
|
|
|
214
|
|
|
510
|
|
|
480
|
|
||||
Other (Income) and Deductions
|
54
|
|
|
62
|
|
|
102
|
|
|
119
|
|
||||
Income Tax Expense
|
76
|
|
|
53
|
|
|
146
|
|
|
126
|
|
||||
Segment Net Income Attributable to DTE Energy Company
|
$
|
135
|
|
|
$
|
99
|
|
|
$
|
262
|
|
|
$
|
235
|
|
Reconciliation of Segment Net Income Attributable to DTE Energy Company to DTE Electric Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
DTE Electric Net Income Attributable to DTE Energy Company
|
$
|
135
|
|
|
$
|
99
|
|
|
$
|
262
|
|
|
$
|
236
|
|
|
Three Months
|
|
Six Months
|
||||
|
(In millions)
|
||||||
Base rates
|
$
|
60
|
|
|
$
|
120
|
|
Weather
|
25
|
|
|
(4
|
)
|
||
PSCR disallowance in 2015
|
19
|
|
|
19
|
|
||
Amortization of refundable revenue decoupling/deferred gain in 2015
|
(31
|
)
|
|
(63
|
)
|
||
Regulatory mechanisms and other
|
14
|
|
|
20
|
|
||
Increase in gross margin
|
$
|
87
|
|
|
$
|
92
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
|
(In thousands of MWh)
|
||||||||||
DTE Electric Sales
|
|
|
|
|
|
|
|
||||
Residential
|
3,569
|
|
|
3,324
|
|
|
7,187
|
|
|
7,176
|
|
Commercial
|
4,233
|
|
|
4,278
|
|
|
8,342
|
|
|
8,438
|
|
Industrial
|
2,557
|
|
|
2,534
|
|
|
4,978
|
|
|
4,998
|
|
Other
|
58
|
|
|
62
|
|
|
136
|
|
|
147
|
|
|
10,417
|
|
|
10,198
|
|
|
20,643
|
|
|
20,759
|
|
Interconnection sales (a)
|
843
|
|
|
1,699
|
|
|
1,536
|
|
|
2,645
|
|
Total DTE Electric Sales
|
11,260
|
|
|
11,897
|
|
|
22,179
|
|
|
23,404
|
|
|
|
|
|
|
|
|
|
||||
DTE Electric Deliveries
|
|
|
|
|
|
|
|
|
|
||
Retail and wholesale
|
10,417
|
|
|
10,198
|
|
|
20,643
|
|
|
20,759
|
|
Electric retail access, including self generators (b)
|
1,331
|
|
|
1,230
|
|
|
2,490
|
|
|
2,486
|
|
Total DTE Electric Sales and Deliveries
|
11,748
|
|
|
11,428
|
|
|
23,133
|
|
|
23,245
|
|
(a)
|
Represents power that is not distributed by DTE Electric.
|
(b)
|
Represents deliveries for self generators that have purchased power from alternative energy suppliers to supplement their power requirements.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In millions)
|
||||||||||||||
Operating Revenues — Utility operations
|
$
|
231
|
|
|
$
|
218
|
|
|
$
|
751
|
|
|
$
|
865
|
|
Cost of gas — utility
|
58
|
|
|
61
|
|
|
291
|
|
|
368
|
|
||||
Gross Margin
|
173
|
|
|
157
|
|
|
460
|
|
|
497
|
|
||||
Operation and maintenance
|
98
|
|
|
111
|
|
|
194
|
|
|
222
|
|
||||
Depreciation and amortization
|
26
|
|
|
26
|
|
|
52
|
|
|
51
|
|
||||
Taxes other than income
|
17
|
|
|
17
|
|
|
36
|
|
|
36
|
|
||||
Operating Income
|
32
|
|
|
3
|
|
|
178
|
|
|
188
|
|
||||
Other (Income) Deductions
|
11
|
|
|
13
|
|
|
22
|
|
|
25
|
|
||||
Income Tax Expense (Benefit)
|
8
|
|
|
(3
|
)
|
|
56
|
|
|
59
|
|
||||
Net Income (Loss) Attributable to DTE Energy Company
|
$
|
13
|
|
|
$
|
(7
|
)
|
|
$
|
100
|
|
|
$
|
104
|
|
|
Three Months
|
|
Six Months
|
||||
|
(In millions)
|
||||||
Weather
|
$
|
8
|
|
|
$
|
(48
|
)
|
Midstream storage and transportation revenues
|
1
|
|
|
(3
|
)
|
||
Infrastructure recovery mechanism
|
3
|
|
|
6
|
|
||
Revenue decoupling mechanism
|
(3
|
)
|
|
—
|
|
||
Energy optimization revenue
|
(1
|
)
|
|
(3
|
)
|
||
Other
|
8
|
|
|
11
|
|
||
Increase (decrease) in gross margin
|
$
|
16
|
|
|
$
|
(37
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Gas Markets (in Bcf)
|
|
|
|
|
|
|
|
||||
Gas sales
|
18
|
|
|
16
|
|
|
73
|
|
|
85
|
|
End user transportation
|
42
|
|
|
35
|
|
|
98
|
|
|
97
|
|
|
60
|
|
|
51
|
|
|
171
|
|
|
182
|
|
Intermediate transportation
|
53
|
|
|
59
|
|
|
120
|
|
|
162
|
|
|
113
|
|
|
110
|
|
|
291
|
|
|
344
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In millions)
|
||||||||||||||
Operating Revenues — Non-utility operations
|
$
|
69
|
|
|
$
|
57
|
|
|
$
|
136
|
|
|
$
|
114
|
|
Operation and maintenance
|
16
|
|
|
13
|
|
|
32
|
|
|
25
|
|
||||
Depreciation and amortization
|
11
|
|
|
7
|
|
|
19
|
|
|
14
|
|
||||
Taxes other than income
|
1
|
|
|
1
|
|
|
2
|
|
|
2
|
|
||||
Operating Income
|
41
|
|
|
36
|
|
|
83
|
|
|
73
|
|
||||
Other (Income) and Deductions
|
(11
|
)
|
|
(6
|
)
|
|
(19
|
)
|
|
(14
|
)
|
||||
Income Tax Expense
|
17
|
|
|
16
|
|
|
36
|
|
|
34
|
|
||||
Net Income
|
35
|
|
|
26
|
|
|
66
|
|
|
53
|
|
||||
Less: Net Income Attributable to Noncontrolling Interests
|
—
|
|
|
1
|
|
|
1
|
|
|
1
|
|
||||
Net Income Attributable to DTE Energy Company
|
$
|
35
|
|
|
$
|
25
|
|
|
$
|
65
|
|
|
$
|
52
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In millions)
|
||||||||||||||
Operating Revenues — Non-utility operations
|
$
|
444
|
|
|
$
|
556
|
|
|
$
|
890
|
|
|
$
|
1,123
|
|
Fuel, purchased power, and gas — non-utility
|
384
|
|
|
468
|
|
|
767
|
|
|
944
|
|
||||
Gross Margin
|
60
|
|
|
88
|
|
|
123
|
|
|
179
|
|
||||
Operation and maintenance
|
83
|
|
|
89
|
|
|
158
|
|
|
174
|
|
||||
Depreciation and amortization
|
18
|
|
|
20
|
|
|
36
|
|
|
40
|
|
||||
Taxes other than income
|
2
|
|
|
4
|
|
|
7
|
|
|
9
|
|
||||
Asset (gains) losses and impairments, net
|
—
|
|
|
18
|
|
|
—
|
|
|
8
|
|
||||
Operating Loss
|
(43
|
)
|
|
(43
|
)
|
|
(78
|
)
|
|
(52
|
)
|
||||
Other (Income) and Deductions
|
(18
|
)
|
|
(17
|
)
|
|
(32
|
)
|
|
(34
|
)
|
||||
Income Taxes
|
|
|
|
|
|
|
|
||||||||
Benefit
|
(7
|
)
|
|
(8
|
)
|
|
(12
|
)
|
|
(7
|
)
|
||||
Production Tax Credits
|
(26
|
)
|
|
(21
|
)
|
|
(51
|
)
|
|
(48
|
)
|
||||
|
(33
|
)
|
|
(29
|
)
|
|
(63
|
)
|
|
(55
|
)
|
||||
Net Income
|
8
|
|
|
3
|
|
|
17
|
|
|
37
|
|
||||
Less: Net Loss Attributable to Noncontrolling Interests
|
(7
|
)
|
|
(5
|
)
|
|
(15
|
)
|
|
(4
|
)
|
||||
Net Income Attributable to DTE Energy Company
|
$
|
15
|
|
|
$
|
8
|
|
|
$
|
32
|
|
|
$
|
41
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In millions)
|
||||||||||||||
Operating Revenues — Non-utility operations
|
$
|
476
|
|
|
$
|
524
|
|
|
$
|
1,025
|
|
|
$
|
1,235
|
|
Purchased power and gas — non-utility
|
496
|
|
|
509
|
|
|
1,037
|
|
|
1,216
|
|
||||
Gross Margin
|
(20
|
)
|
|
15
|
|
|
(12
|
)
|
|
19
|
|
||||
Operation and maintenance
|
16
|
|
|
17
|
|
|
32
|
|
|
34
|
|
||||
Depreciation and amortization
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Taxes other than income
|
—
|
|
|
1
|
|
|
1
|
|
|
3
|
|
||||
Operating Loss
|
(36
|
)
|
|
(3
|
)
|
|
(46
|
)
|
|
(18
|
)
|
||||
Other (Income) and Deductions
|
2
|
|
|
2
|
|
|
3
|
|
|
2
|
|
||||
Income Tax Benefit
|
(15
|
)
|
|
(2
|
)
|
|
(19
|
)
|
|
(8
|
)
|
||||
Net Loss Attributable to DTE Energy Company
|
$
|
(23
|
)
|
|
$
|
(3
|
)
|
|
$
|
(30
|
)
|
|
$
|
(12
|
)
|
|
Six Months Ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
Cash and Cash Equivalents
|
(In millions)
|
||||||
Cash Flow From (Used For)
|
|
|
|
||||
Operating Activities:
|
|
|
|
||||
Net Income
|
$
|
385
|
|
|
$
|
379
|
|
Adjustments to reconcile Net Income to Net cash from operating activities:
|
|
|
|
||||
Depreciation and amortization
|
472
|
|
|
429
|
|
||
Nuclear fuel amortization
|
29
|
|
|
28
|
|
||
Allowance for equity funds used during construction
|
(10
|
)
|
|
(10
|
)
|
||
Deferred income taxes
|
134
|
|
|
148
|
|
||
Asset (gains) losses and impairments, net
|
—
|
|
|
8
|
|
||
Working capital and other
|
262
|
|
|
198
|
|
||
Net cash from operating activities
|
1,272
|
|
|
1,180
|
|
||
Investing Activities:
|
|
|
|
||||
Plant and equipment expenditures — utility
|
(797
|
)
|
|
(781
|
)
|
||
Plant and equipment expenditures — non-utility
|
(64
|
)
|
|
(114
|
)
|
||
Acquisition
|
—
|
|
|
(241
|
)
|
||
Proceeds from sale of assets
|
—
|
|
|
16
|
|
||
Restricted cash for debt redemption, principally Securitization, net
|
1
|
|
|
99
|
|
||
Contributions to equity method investees
|
(121
|
)
|
|
(32
|
)
|
||
Other
|
43
|
|
|
17
|
|
||
Net cash used for investing activities
|
(938
|
)
|
|
(1,036
|
)
|
||
Financing Activities:
|
|
|
|
||||
Issuance of long-term debt, net of issuance costs
|
588
|
|
|
793
|
|
||
Redemption of long-term debt
|
(313
|
)
|
|
(118
|
)
|
||
Short-term borrowings, net
|
(324
|
)
|
|
(398
|
)
|
||
Issuance of common stock
|
—
|
|
|
9
|
|
||
Repurchase of common stock
|
(33
|
)
|
|
—
|
|
||
Dividends on common stock and other
|
(257
|
)
|
|
(248
|
)
|
||
Net cash from (used for) financing activities
|
(339
|
)
|
|
38
|
|
||
Net Increase (Decrease) in Cash and Cash Equivalents
|
$
|
(5
|
)
|
|
$
|
182
|
|
|
Total
|
||
|
(In millions)
|
||
MTM at December 31, 2015
|
$
|
40
|
|
Reclassified to realized upon settlement
|
(24
|
)
|
|
Changes in fair value recorded to income
|
(65
|
)
|
|
Amounts recorded to unrealized income
|
(89
|
)
|
|
Changes in fair value recorded in regulatory liabilities
|
4
|
|
|
Change in collateral held by (for) others
|
(8
|
)
|
|
MTM at June 30, 2016
|
$
|
(53
|
)
|
Source of Fair Value
|
|
2016
|
|
2017
|
|
2018
|
|
2019 and Beyond
|
|
Total Fair Value
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
Level 1
|
|
$
|
(11
|
)
|
|
$
|
(16
|
)
|
|
$
|
(1
|
)
|
|
$
|
4
|
|
|
$
|
(24
|
)
|
Level 2
|
|
16
|
|
|
(4
|
)
|
|
3
|
|
|
(1
|
)
|
|
14
|
|
|||||
Level 3
|
|
(10
|
)
|
|
(3
|
)
|
|
3
|
|
|
(59
|
)
|
|
(69
|
)
|
|||||
MTM before collateral adjustments
|
|
$
|
(5
|
)
|
|
$
|
(23
|
)
|
|
$
|
5
|
|
|
$
|
(56
|
)
|
|
(79
|
)
|
|
Collateral adjustments
|
|
|
|
|
|
|
|
|
|
26
|
|
|||||||||
MTM at June 30, 2016
|
|
|
|
|
|
|
|
|
|
$
|
(53
|
)
|
|
Credit Exposure
Before Cash Collateral |
|
Cash
Collateral |
|
Net Credit
Exposure |
||||||
|
(In millions)
|
||||||||||
Investment Grade (a)
|
|
|
|
|
|
||||||
A− and Greater
|
$
|
162
|
|
|
$
|
(2
|
)
|
|
$
|
160
|
|
BBB+ and BBB
|
175
|
|
|
—
|
|
|
175
|
|
|||
BBB−
|
47
|
|
|
—
|
|
|
47
|
|
|||
Total Investment Grade
|
384
|
|
|
(2
|
)
|
|
382
|
|
|||
Non-investment grade (b)
|
21
|
|
|
(4
|
)
|
|
17
|
|
|||
Internally Rated — investment grade (c)
|
233
|
|
|
—
|
|
|
233
|
|
|||
Internally Rated — non-investment grade (d)
|
9
|
|
|
—
|
|
|
9
|
|
|||
Total
|
$
|
647
|
|
|
$
|
(6
|
)
|
|
$
|
641
|
|
(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
22%
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
3%
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
17%
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 June 30,
|
|
As of June 30,
|
|
|
||||||||||||
Activity
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
Change in the Fair Value of
|
||||||||
|
|
(In millions)
|
|
|
||||||||||||||
Natural gas contracts
|
|
$
|
12
|
|
|
$
|
(2
|
)
|
|
$
|
(12
|
)
|
|
$
|
2
|
|
|
Commodity contracts
|
Electricity contracts
|
|
$
|
15
|
|
|
$
|
15
|
|
|
$
|
(15
|
)
|
|
$
|
(17
|
)
|
|
Commodity contracts
|
Oil contracts
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
(1
|
)
|
|
$
|
(2
|
)
|
|
Commodity contracts
|
Interest rate risk
|
|
$
|
(389
|
)
|
|
$
|
(372
|
)
|
|
$
|
408
|
|
|
$
|
394
|
|
|
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
|
||||||
04/01/2016 — 04/30/2016
|
4,500
|
|
|
$
|
86.51
|
|
|
—
|
|
|
—
|
|
|
—
|
|
05/01/2016 — 05/31/2016
|
500
|
|
|
$
|
86.27
|
|
|
—
|
|
|
—
|
|
|
—
|
|
06/01/2016 — 06/30/2016
|
3,220
|
|
|
$
|
84.20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
8,220
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
(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:
|
|
|
|
|
|
|
|
|
|
|
|
4.293
|
|
Supplemental Indenture, dated as of May 1, 2016, between DTE Electric Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (2016 Series A)
|
|
X
|
|
X
|
|
|
|
|
|
|
|
4.294
|
|
Supplemental Indenture, dated as of June 1, 2016, between DTE Energy Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (2015 Series BR)
|
|
X
|
|
|
|
|
|
|
|
|
|
10.101
|
|
Request for Extension of Termination Date, dated as of March 17, 2016, to the Third Amended and Restated Five-Year Credit Agreement, dated as of October 21, 2011, amended and restated as of April 5, 2013, and amended and restated as of April 16, 2015, by and among DTE Energy, 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
|
|
X
|
|
|
|
|
|
|
|
|
|
10.102
|
|
Request for Extension of Termination Date, dated as of March 17, 2016, to the Third Amended and Restated Five-Year Credit Agreement, dated as of October 21, 2011, amended and restated as of April 5, 2013, and amended and restated as of April 16, 2015, by and among DTE Gas 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
|
|
X
|
|
|
|
|
|
|
|
|
|
10.103
|
|
Request for Extension of Termination Date, dated as of March 17, 2016, to the Third Amended and Restated Five-Year Credit Agreement, dated as of October 21, 2011, amended and restated as of April 5, 2013, and further 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
|
|
X
|
|
X
|
|
|
|
|
|
|
|
12.69
|
|
Computation of Ratio of Earnings to Fixed Charges
|
|
X
|
|
|
|
|
|
|
|
|
|
12.70
|
|
Computation of Ratio of Earnings to Fixed Charges
|
|
|
|
X
|
|
|
|
|
|
|
|
31.117
|
|
Chief Executive Officer Section 302 Form 10-Q Certification of Periodic Report
|
|
X
|
|
|
|
|
|
|
|
|
|
31.118
|
|
Chief Financial Officer Section 302 Form 10-Q Certification of Periodic Report
|
|
X
|
|
|
|
|
|
|
|
|
|
31.119
|
|
Chief Executive Officer Section 302 Form 10-Q Certification of Periodic Report
|
|
|
|
X
|
|
|
|
|
|
|
|
31.120
|
|
Chief Financial Officer Section 302 Form 10-Q Certification of Periodic Report
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X
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101.INS
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XBRL Instance Document
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X
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X
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101.SCH
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XBRL Taxonomy Extension Schema
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X
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X
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase
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X
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X
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101.DEF
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XBRL Taxonomy Extension Definition Database
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X
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X
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101.LAB
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XBRL Taxonomy Extension Label Linkbase
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X
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X
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase
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X
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X
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(ii) Exhibits furnished herewith:
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32.117
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Chief Executive Officer Section 906 Form 10-Q Certification of Periodic Report
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X
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32.118
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Chief Financial Officer Section 906 Form 10-Q Certification of Periodic Report
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X
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32.119
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Chief Executive Officer Section 906 Form 10-Q Certification of Periodic Report
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X
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32.120
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Chief Financial Officer Section 906 Form 10-Q Certification of Periodic Report
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X
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Date:
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July 26, 2016
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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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(Duly Authorized 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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(Duly Authorized 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 2016 Series A
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11
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Further Assurance
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12
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Authorization of Supplemental Indenture
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12
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Consideration for Supplemental Indenture
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12
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PART I. CREATION OF THREE HUNDRED SEVENTY SIXTH SERIES OF BONDS, GENERAL AND REFUNDING MORTGAGE BONDS, 2016 SERIES A
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13
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Sec. 1. Terms of Bonds of 2016 Series A
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13
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Sec. 2. Redemption of Bonds of 2016 Series A
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15
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Sec. 3. Exchange and Transfer
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17
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Sec. 4. Form of Bonds of 2016 Series A
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17
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Form of Trustee’s Certificate
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21
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PART II. RECORDING AND FILING DATA
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22
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Recording and Filing of Original Indenture
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22
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Recording and Filing of Supplemental Indentures
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22
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Recording and Filing of Supplemental Indenture Dated as of March 1, 2015
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27
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Recording of Certificates of Provision for Payment
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27
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PART III. THE TRUSTEE
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28
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Terms and Conditions of Acceptance of Trust by Trustee
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28
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PART IV. MISCELLANEOUS
|
28
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Confirmation of Section 318(c) of Trust Indenture Act
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28
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Execution in Counterparts
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28
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EXECUTION
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28
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Testimonium
|
28
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Execution by Company
|
29
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Acknowledgment of Execution by Company
|
30
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Execution by Trustee
|
31
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Acknowledgment of Execution by Trustee
|
32
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Affidavit as to Consideration and Good Faith
|
33
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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.
|
PARTIES.
|
SUPPLEMENTAL INDENTURE, dated as of the 1st day of May, in the year 2016, between DTE ELECTRIC COMPANY, formerly known as The Detroit Edison Company, a corporation organized and existing under the laws of the State of Michigan and a public utility (hereinafter called the “Company”), party of the first part, and The Bank of New York Mellon Trust Company, N.A., a trust company organized and existing under the laws of the United States, having a corporate trust agency office at 719 Griswold Street, Suite 930, Detroit, Michigan 48226, as successor Trustee under the Mortgage and Deed of Trust hereinafter mentioned (hereinafter called the “Trustee”), party of the second part.
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ORIGINAL INDENTURE AND SUPPLEMENTAL
INDENTURES.
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WHEREAS, the Company has heretofore executed and delivered its Mortgage and Deed of Trust (hereinafter referred to as the “Original Indenture”), dated as of October 1, 1924, to the Trustee, for the security of all bonds of the Company outstanding thereunder, and pursuant to the terms and provisions of the Original Indenture, indentures dated as of, respectively, June 1, 1925, August 1, 1927, February 1, 1931, June 1, 1931, October 1, 1932, September 25, 1935, September 1, 1936, November 1, 1936, February 1, 1940, December 1, 1940, September 1, 1947, March 1, 1950, November 15, 1951, January 15, 1953, May 1, 1953, March 15, 1954, May 15, 1955, August 15, 1957, June 1, 1959, December 1, 1966, October 1, 1968, December 1, 1969, July 1, 1970, December 15, 1970, June 15, 1971, November 15, 1971, January 15, 1973, May 1, 1974, October 1, 1974, January 15, 1975, November 1, 1975, December 15, 1975, February 1, 1976, June 15, 1976, July 15, 1976, February 15, 1977, March 1, 1977, June 15, 1977, July 1, 1977, October 1, 1977, June 1, 1978, October 15, 1978, March 15, 1979, July 1, 1979, September 1, 1979, September 15, 1979, January 1, 1980, April 1, 1980, August 15, 1980, August 1, 1981, November 1, 1981, June 30, 1982, August 15, 1982, June 1, 1983, October 1, 1984, May 1, 1985, May 15, 1985, October 15, 1985, April 1, 1986, August 15, 1986, November 30, 1986, January 31, 1987, April 1, 1987, August 15, 1987, November 30, 1987, June 15, 1989, July 15, 1989, December 1, 1989, February 15, 1990, November 1, 1990, April 1, 1991, May 1, 1991, May 15, 1991, September 1, 1991, November 1, 1991, January 15, 1992, February 29, 1992, April 15, 1992, July 15, 1992, July 31, 1992, November 30, 1992, December 15, 1992, January 1, 1993, March 1, 1993, March 15, 1993, April 1, 1993, April 26, 1993, May 31, 1993, June 30, 1993, June 30, 1993, September 15, 1993, March 1, 1994, June 15, 1994, August 15, 1994, December 1, 1994, August 1, 1995, August 1, 1999, August 15, 1999, January 1, 2000, April 15, 2000, August 1, 2000, March 15, 2001, May 1, 2001, August 15, 2001, September 15, 2001, September 17, 2002, October 15, 2002, December 1, 2002, August 1, 2003, March 15, 2004, July 1, 2004, February 1, 2005, April 1, 2005, August 1, 2005, September 15, 2005, September 30, 2005, May 15, 2006, December 1, 2006, December 1, 2007, April 1, 2008, May 1, 2008, June 1, 2008, July 1, 2008, October 1, 2008, December 1, 2008, March 15, 2009, November 1, 2009, August 1, 2010, September 1, 2010, December 1, 2010, March 1, 2011, May 15, 2011, August 1, 2011, August 15, 2011, September 1, 2011, June 20, 2012, March 15, 2013, August 1, 2013, June 1, 2014, July 1, 2014 and March 1, 2015 supplemental to the Original Indenture, have heretofore been entered into between the Company and the Trustee (the Original Indenture and all indentures supplemental thereto together being hereinafter sometimes referred to as the “Indenture”); and
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|
|||
ISSUE OF BONDS UNDER INDENTURE.
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WHEREAS, the Indenture provides that said bonds shall be issuable in one or more series, and makes provision that the rates of interest and dates for the payment thereof, the date of maturity or dates of maturity, if of serial maturity, the terms and rates of optional redemption (if redeemable), the forms of registered bonds without coupons of any series and any other provisions and agreements in respect thereof, in the Indenture provided and permitted, as the Board of Directors may determine, may be expressed in a supplemental indenture to be made by the Company to the Trustee thereunder; and
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|
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BONDS HERETOFORE ISSUED.
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WHEREAS, bonds in the principal amount of Seventeen billion, four hundred eighty-eight million, fifty-seven thousand dollars ($17,488,057,000) have heretofore been issued under the indenture as follows, viz:
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|||
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||
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(1)
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Bonds of Series A
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— Principal Amount $26,016,000,
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|
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(2)
|
Bonds of Series B
|
— Principal Amount $23,000,000,
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|
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|
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(3)
|
Bonds of Series C
|
— Principal Amount $20,000,000,
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|
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(21)
|
Bonds of Series CC
|
— Principal Amount $50,000,000,
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|
|
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(22)
|
Bonds of Series UU
|
— Principal Amount $100,000,000,
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|
|
|
(54)
|
Bonds of Series DDP Nos. 1-9
|
— Principal Amount $14,305,000,
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|
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(77)
|
Bonds of Series FFR Nos. 1-14
|
— Principal Amount $45,600,000,
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|
|
|
(113)
|
Bonds of Series GGP Nos. 1-22
|
— Principal Amount $42,300,000,
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|
|
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(68)
|
Bonds of Series HH
|
— Principal Amount $50,000,000,
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|
|
|
(159)
|
Bonds of Series IIP Nos. 1-22
|
— Principal Amount $3,750,000,
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|
|
|
(189)
|
Bonds of Series JJP Nos. 1-8
|
— Principal Amount $6,850,000,
|
|
|
|
(206)
|
Bonds of Series KKP Nos. 1-9
|
— Principal Amount $34,890,000,
|
|
|
|
(230)
|
Bonds of Series LLP Nos. 1-15
|
— Principal Amount $8,850,000,
|
|
|
|
(266)
|
Bonds of Series NNP Nos. 1-21
|
— Principal Amount $47,950,000,
|
|
|
|
(305)
|
Bonds of Series OOP Nos. 1-18
|
— Principal Amount $18,880,000,
|
|
|
|
(342)
|
Bonds of Series QQP Nos. 1-19
|
— Principal Amount $13,650,000,
|
|
|
|
(376)
|
Bonds of Series TTP Nos. 1-15
|
— Principal Amount $3,800,000,
|
|
|
|
(196)
|
Bonds of 1980 Series A
|
— Principal Amount $50,000,000,
|
|
|
|
(418)
|
Bonds of 1980 Series CP Nos. 1-25
|
— Principal Amount $35,000,000,
|
|
|
|
(454)
|
Bonds of 1980 Series DP Nos. 1-11
|
— Principal Amount $10,750,000,
|
|
|
|
(481)
|
Bonds of 1981 Series AP Nos. 1-16
|
— Principal Amount $124,000,000,
|
|
|
|
(249)
|
Bonds of 1985 Series A
|
— Principal Amount $35,000,000,
|
|
|
|
(250)
|
Bonds of 1985 Series B
|
— Principal Amount $50,000,000,
|
|
|
|
(251)
|
Bonds of Series PP
|
— Principal Amount $70,000,000,
|
|
|
|
(252)
|
Bonds of Series RR
|
— Principal Amount $70,000,000,
|
|
|
|
(253)
|
Bonds of Series EE
|
— Principal Amount $50,000,000,
|
|
|
|
(509)
|
Bonds of Series MMP and MMP No. 2
|
— Principal Amount $5,430,000,
|
|
|
|
(256)
|
Bonds of Series T
|
— Principal Amount $75,000,000,
|
|
|
|
(257)
|
Bonds of Series U
|
— Principal Amount $75,000,000,
|
|
|
|
(258)
|
Bonds of 1986 Series B
|
— Principal Amount $100,000,000,
|
|
|
|
(259)
|
Bonds of 1987 Series D
|
— Principal Amount $250,000,000,
|
|
|
|
(260)
|
Bonds of 1987 Series E
|
— Principal Amount $150,000,000,
|
|
|
|
(261)
|
Bonds of 1987 Series C
|
— Principal Amount $225,000,000,
|
|
|
|
(262)
|
Bonds of Series V
|
— Principal Amount $100,000,000,
|
|
|
|
(263)
|
Bonds of Series SS
|
— Principal Amount $150,000,000,
|
|
|
|
(264)
|
Bonds of 1980 Series B
|
— Principal Amount $100,000,000,
|
|
|
|
(265)
|
Bonds of 1986 Series C
|
— Principal Amount $200,000,000,
|
|
|
|
(266)
|
Bonds of 1986 Series A
|
— Principal Amount $200,000,000,
|
|
|
|
(267)
|
Bonds of 1987 Series B
|
— Principal Amount $175,000,000,
|
|
|
|
(268)
|
Bonds of Series X
|
— Principal Amount $100,000,000,
|
|
|
|
(269)
|
Bonds of 1987 Series F
|
— Principal Amount $200,000,000,
|
|
|
|
(270)
|
Bonds of 1987 Series A
|
— Principal Amount $300,000,000,
|
|
|
|
(271)
|
Bonds of Series Y
|
— Principal Amount $60,000,000,
|
|
|
|
(272)
|
Bonds of Series Z
|
— Principal Amount $100,000,000,
|
|
|
|
(273)
|
Bonds of 1989 Series A
|
— Principal Amount $300,000,000,
|
|
|
|
(274)
|
Bonds of 1984 Series AP
|
— Principal Amount $2,400,000,
|
|
|
|
(275)
|
Bonds of 1984 Series BP
|
— Principal Amount $7,750,000,
|
|
|
|
(276)
|
Bonds of Series R
|
— Principal Amount $100,000,000,
|
|
|
|
(277)
|
Bonds of Series S
|
— Principal Amount $150,000,000,
|
|
|
|
(278)
|
Bonds of 1993 Series D
|
— Principal Amount $100,000,000,
|
|
|
|
(279)
|
Bonds of 1992 Series E
|
— Principal Amount $50,000,000,
|
|
|
|
(280)
|
Bonds of 1993 Series B
|
— Principal Amount $50,000,000,
|
|
|
|
(281)
|
Bonds of 1989 Series BP
|
— Principal Amount $66,565,000,
|
|
|
|
(282)
|
Bonds of 1990 Series A
|
— Principal Amount $194,649,000,
|
|
|
|
(283)
|
Bonds of 1990 Series D
|
— Principal Amount $0,
|
|
|
|
(284)
|
Bonds of 1993 Series G
|
— Principal Amount $225,000,000,
|
|
|
|
(285)
|
Bonds of 1993 Series K
|
— Principal Amount $160,000,000,
|
|
|
|
(286)
|
Bonds of 1991 Series EP
|
— Principal Amount $41,480,000,
|
|
|
|
(287)
|
Bonds of 1993 Series H
|
— Principal Amount $50,000,000,
|
|
|
|
(288)
|
Bonds of 1999 Series D
|
— Principal Amount $40,000,000,
|
|
|
|
(289)
|
Bonds of 1991 Series FP
|
— Principal Amount $98,375,000,
|
|
|
|
(290)
|
Bonds of 1992 Series BP
|
— Principal Amount $20,975,000,
|
|
|
|
(291)
|
Bonds of 1992 Series D
|
— Principal Amount $300,000,000,
|
|
|
|
(292)
|
Bonds of 1992 Series CP
|
— Principal Amount $35,000,000,
|
|
|
|
(293)
|
Bonds of 1993 Series C
|
— Principal Amount $225,000,000,
|
|
|
|
(294)
|
Bonds of 1993 Series E
|
— Principal Amount $400,000,000,
|
|
|
|
(295)
|
Bonds of 1993 Series J
|
— Principal Amount $300,000,000,
|
|
|
|
(597)
|
Bonds of Series KKP Nos. 10-15
|
— Principal Amount $179,590,000,
|
|
|
|
(302)
|
Bonds of 1989 Series BP No. 2
|
— Principal Amount $36,000,000,
|
|
|
|
(303)
|
Bonds of 1993 Series FP
|
— Principal Amount $5,685,000,
|
|
|
|
(304)
|
Bonds of 1993 Series IP
|
— Principal Amount $5,825,000,
|
|
|
|
(305)
|
Bonds of 1994 Series AP
|
— Principal Amount $7,535,000,
|
|
|
|
(306)
|
Bonds of 1994 Series BP
|
— Principal Amount $12,935,000,
|
|
|
|
(307)
|
Bonds of 1994 Series DP
|
— Principal Amount $23,700,000,
|
|
|
|
(308)
|
Bonds of 1994 Series C
|
— Principal Amount $200,000,000,
|
|
|
|
(309)
|
Bonds of 2000 Series A
|
— Principal Amount $220,000,000,
|
|
|
|
(310)
|
Bonds of 2005 Series A
|
— Principal Amount $200,000,000,
|
|
|
|
(311)
|
Bonds of 1995 Series AP
|
— Principal Amount $97,000,000,
|
|
|
|
(312)
|
Bonds of 1995 Series BP
|
— Principal Amount $22,175,000,
|
|
|
|
|
(313)
|
Bonds of 2001 Series D
|
|
— Principal Amount $200,000,000,
|
|
|
|
|
|
|
(314)
|
Bonds of 2005 Series B
|
|
— Principal Amount $200,000,000,
|
|
|
|
|
|
|
(315)
|
Bonds of 2006 Series CT
|
|
— Principal Amount $68,500,000,
|
|
|
|
|
|
|
(316)
|
Bonds of 2005 Series DT
|
|
— Principal Amount $119,175,000,
|
|
|
|
|
|
|
(317)
|
Bonds of 1991 Series AP
|
|
— Principal Amount $32,375,000,
|
|
|
|
|
|
|
(318)
|
Bonds of 2008 Series DT
|
|
— Principal Amount $68,500,000,
|
|
|
|
|
|
|
(319)
|
Bonds of 1993 Series AP
|
|
— Principal Amount $65,000,000,
|
|
|
|
|
|
|
(320)
|
Bonds of 2001 Series E
|
|
— Principal Amount $500,000,000,
|
|
|
|
|
|
|
(321)
|
Bonds of 2001 Series AP
|
|
— Principal Amount $31,000,000,
|
|
|
|
|
|
|
(322)
|
Bonds of 1991 Series BP
|
|
— Principal Amount $25,910,000,
|
|
|
|
|
|
|
(323)
|
Bonds of 2001 Series BP
|
|
— Principal Amount $82,350,000,
|
|
|
|
|
|
|
(324)
|
Bonds of 1999 Series AP
|
|
— Principal Amount $118,360,000,
|
|
|
|
|
|
|
(325)
|
Bonds of 1999 Series CP
|
|
— Principal Amount $66,565,000,
|
|
|
|
|
|
|
(326)
|
Bonds of 1999 Series BP
|
|
— Principal Amount $39,745,000,
|
|
|
|
|
|
|
(327)
|
Bonds of 2001 Series CP
|
|
— Principal Amount $139,855,000,
|
|
|
|
|
|
|
(328)
|
Bonds of 2000 Series B
|
|
— Principal Amount $50,745,000,
|
|
|
|
|
|
|
(329)
|
Bonds of 2002 Series A
|
|
— Principal Amount $225,000,000,
|
|
|
|
|
|
|
(330)
|
Bonds of 2002 Series C
|
|
— Principal Amount $64,300,000,
|
|
|
|
|
|
|
(331)
|
Bonds of 2002 Series D
|
|
— Principal Amount $55,975,000,
|
|
|
|
|
|
|
(332)
|
Bonds of 2009 Series CT
|
|
— Principal Amount $65,000,000,
|
|
|
|
|
|
|
(333)
|
Bonds of 2003 Series A
|
|
— Principal Amount $49,000,000,
|
|
|
|
|
|
|
(334)
|
Bonds of 2008 Series J
|
|
— Principal Amount $250,000,000,
|
|
|
|
|
|
|
(335)
|
Bonds of 2008 Series LT
|
|
— Principal Amount $50,000,000
|
|
|
|
|
|
|
(336)
(337)
|
Bonds of 1990 Series C
Bonds of 1990 Series F
|
|
— Principal Amount $85,475,000,
— Principal Amount $0
|
|
|
|
|
|
|
(338)
|
Bonds of 2011 Series AT
|
|
— Principal Amount $31,000,000,
|
|
|
|
|
|
|
(339)
|
Bonds of 2004 Series B
|
|
— Principal Amount $31,980,000,
|
|
|
|
|
|
|
(340)
|
Bonds of 2004 Series A
|
|
— Principal Amount $36,000,000,
|
|
|
|
|
|
|
(341)
|
Bonds of 2009 Series BT
|
|
— Principal Amount $68,500,000,
|
|
(342)
|
Bonds of 2004 Series D
|
— Principal Amount $200,000,000,
|
|
|
|
|
|
|
|
(343)
|
Bonds of 2005 Series AR
|
— Principal Amount $200,000,000,
|
|
|
|
|
|
|
|
(344)
|
Bonds of 2010 Series CT
|
— Principal Amount $19,855,000,
|
|
|
|
|
|
|
|
(345)
|
Bonds of 1990 Series B
|
— Principal Amount $256,932,000, and
|
|
|
|
|
|
|
|
(346)
|
Bonds of 1990 Series E
|
— Principal Amount $0
|
|
|
|
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;
|
||
|
|
|
||
|
(347)
|
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;
|
||
|
(348)
|
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;
|
||
|
(349)
|
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;
|
||
|
(350)
|
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;
|
||
|
(351)
|
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;
|
||
|
(352)
|
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;
|
||
|
(353)
|
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;
|
||
|
(354)
|
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;
|
||
|
(355)
|
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;
|
|
(356)
|
Bonds of 2008 Series ET in the principal amount of One hundred nineteen million one hundred seventy five thousand dollars ($119,175,000) of which fifty-nine million one hundred seventy-five thousand dollars ($59,175,000) are outstanding at the date hereof;
|
||
|
(357)
|
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;
|
||
|
(358)
|
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;
|
||
|
(359)
|
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;
|
||
|
(360)
|
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;
|
||
|
(361)
|
Bonds of 2011 Series B in the principal amount of Two hundred and fifty million dollars ($250,000,000) all of which are outstanding at the date hereof;
|
||
|
(362)
|
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;
|
||
|
(363)
|
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;
|
||
|
(364)
|
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;
|
||
|
(365)
|
Bonds of 2011 Series GT 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;
|
||
|
(366)
|
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;
|
||
|
(367)
|
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;
|
||
|
(368)
|
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;
|
||
|
(369)
|
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;
|
||
|
(370)
|
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;
|
||
|
(371)
|
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;
|
||
|
(372)
|
Bonds of 2014 Series B in the principal amount of one hundred and fifty million dollars ($150,000,000) all of which are outstanding at the date hereof;
|
||
|
(373)
|
Bonds of 2014 Series D in the principal amount of one hundred and fifty million dollars ($350,000,000) all of which are outstanding at the date hereof;
|
||
|
(374)
|
Bonds of 2014 Series E in the principal amount of one hundred and fifty million dollars ($350,000,000) all of which are outstanding at the date hereof; and
|
||
|
(375)
|
Bonds of 2015 Series A in the principal amount of five hundred million dollars ($500,000,000) all of which are outstanding at the date hereof
|
||
|
|
accordingly, the Company has issued and has presently outstanding Five billion six hundred twenty-five million, three hundred thousand dollars ($5,625,300,000) aggregate principal amount of its General and Refunding Mortgage Bonds (the “Bonds”) at the date hereof.
|
REASON FOR CREATION OF NEW SERIES.
|
WHEREAS, the Company desires to issue a new series of bonds pursuant to the Indenture; and
|
|||
|
|
|||
BONDS TO BE 2016 SERIES A.
|
WHEREAS, the Company desires by this Supplemental Indenture to create a new series of bonds, to be designated “General and Refunding Mortgage Bonds, 2016 Series A,” in the aggregate principal amount of three hundred million dollars ($300,000,000), to be authenticated and delivered pursuant to Section 8 of Article III of the Indenture; and
|
|||
|
|
|||
FURTHER ASSURANCE.
|
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
|
|||
|
|
|||
AUTHORIZATION OF SUPPLEMENTAL INDENTURE.
|
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
|
|||
|
|
|||
|
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;
|
|||
|
|
|||
CONSIDERATION FOR SUPPLEMENTAL INDENTURE.
|
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:
|
|||
|
|
|||
|
|
|
PART I.
CREATION OF THREE HUNDRED SEVENTY SIXTH
SERIES OF BONDS,
GENERAL AND REFUNDING MORTGAGE BONDS,
2016 SERIES A
|
TERMS OF BONDS OF
2016 SERIES A.
|
SECTION 1. The Company hereby creates the three hundred seventy sixth 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, 2016 Series A” (elsewhere herein referred to as the “bonds of 2016 Series A”). The aggregate principal amount of bonds of 2016 Series A shall be limited to three hundred million dollars ($300,000,000), 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 2016 Series A, “reopen” the bonds of 2016 Series A, so long as any additional bonds of 2016 Series A have the same tenor and terms as the bonds of 2016 Series A established hereby.
|
|
|
|
The bonds of 2016 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 2016 Series A shall be issued in the aggregate principal amount of $300,000,000, shall mature on June 1, 2046 (subject to earlier redemption or release) and shall bear interest, payable semi-annually on June 1 and December 1 of each year (commencing December 1, 2016), 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 2016 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 2016 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.
|
|
|
|
Except as provided herein, each bond of 2016 Series A shall be dated the date of its authentication and interest shall be payable on the principal represented thereby from the June 1 or December 1 next preceding the date to which interest has been paid on bonds of 2016 Series A, unless the bond is authenticated on a date prior to December 1, 2016 in which case interest shall be payable from May 17, 2016.
|
|
|
|
The bonds of 2016 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 2016 Series A). Until bonds of 2016 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 2016 Series A in temporary form, as provided in Section 10 of Article II of the Indenture. Temporary bonds of 2016 Series A if any, may be printed and may be issued in authorized denominations in substantially the form of definitive bonds of 2016 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.
|
|
|
|
Interest on any bond of 2016 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 2016 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 2016 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 2016 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 2016 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.
|
|
|
|
Bonds of 2016 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.
|
|
|
|
If any interest payment date, date of redemption or the stated maturity for the bonds of 2016 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 2016 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.
|
|
|
|
“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.
|
|
|
REDEMPTION OF BONDS OF 2016 SERIES A.
|
SECTION 2. Bonds of 2016 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.
|
|
|
|
At any time prior to December 1. 2045, the optional redemption price will be equal to the greater of (i) 100% of the principal amount of the bonds of 2016 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 2016 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 20 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 December 1, 2045, the optional redemption price will be equal to 100% of the principal amount of the bonds of 2016 Series A to be redeemed on the redemption date plus accrued and unpaid interest thereon to the redemption date.
|
|
|
|
Notwithstanding the foregoing, installments of interest on the bonds of 2016 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.
|
|
|
|
“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.
|
|
|
|
“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 2016 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 2016 Series A.
|
|
|
|
“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.
|
|
|
|
“Quotation Agent” means one of the Reference Treasury Dealers appointed by the Company.
|
|
|
|
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 December 1, 2045, the optional redemption price will be equal to the greater of (i) 100% of the principal amount of this bond 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 this bond 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 20 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 December 1, 2045, the optional redemption price will be equal to 100% of the principal amount of this bond to be redeemed on the redemption date plus accrued and unpaid interest thereon to the redemption date.
|
|
|
|
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.
|
|
|
|
“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.
|
|
|
|
“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.
|
|
|
|
“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.
|
|
|
|
“Quotation Agent” means one of the Reference Treasury Dealers appointed by the Company
|
|
|
|
“Reference Treasury Dealer” means (i) each of Barclays Capital Inc., BNP Paribas Securities Corp., Mizuho Securities USA Inc. and Scotia Capital (USA) Inc. (or their respective affiliates which are Primary Treasury Dealers), or 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.
|
|
|
|
“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.
|
|
|
|
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.
|
|
|
|
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 2016 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.
|
|
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.
|
|
|
|
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.
|
|
|
|
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.
|
|
|
|
PART II.
|
|
|
|
RECORDING AND FILING DATA
|
|
|
RECORDING AND FILING OF ORIGINAL INDENTURE.
|
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.
|
|
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.
|
|
|
RECORDING AND FILING OF SUPPLEMENTAL INDENTURES.
|
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:
|
SUPPLEMENTAL INDENTURE
DATED AS OF
|
PURPOSE OF SUPPLEMENTAL INDENTURE
|
RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL
INDENTURE DATED AS OF
|
June 1, 1925(a)(b)
|
Series B Bonds
|
February 1, 1940
|
August 1, 1927(a)(b)
|
Series C Bonds
|
February 1, 1940
|
February 1, 1931(a)(b)
|
Series D Bonds
|
February 1, 1940
|
June 1, 1931(a)(b)
|
Subject Properties
|
February 1, 1940
|
October 1, 1932(a)(b)
|
Series E Bonds
|
February 1, 1940
|
September 25, 1935(a)(b)
|
Series F Bonds
|
February 1, 1940
|
September 1, 1936(a)(b)
|
Series G Bonds
|
February 1, 1940
|
November 1, 1936(a)(b)
|
Subject Properties
|
February 1, 1940
|
February 1, 1940(a)(b)
|
Subject Properties
|
September 1, 1947
|
December 1, 1940(a)(b)
|
Series H Bonds and Additional Provisions
|
September 1, 1947
|
September 1, 1947(a)(b)(c)
|
Series I Bonds, Subject Properties and Additional Provisions
|
November 15, 1951
|
March 1, 1950(a)(b)(c)
|
Series J Bonds and Additional Provisions
|
November 15, 1951
|
November 15, 1951(a)(b)(c)
|
Series K Bonds, Additional Provisions and Subject Properties
|
January 15, 1953
|
January 15, 1953(a)(b)
|
Series L Bonds
|
May 1, 1953
|
May 1, 1953(a)
|
Series M Bonds and Subject Properties
|
March 15, 1954
|
March 15, 1954(a)(c)
|
Series N Bonds and Subject Properties
|
May 15, 1955
|
May 15, 1955(a)(c)
|
Series O Bonds and Subject Properties
|
August 15, 1957
|
August 15, 1957(a)(c)
|
Series P Bonds, Additional Provisions and Subject Properties
|
June 1, 1959
|
June 1, 1959(a)(c)
|
Series Q Bonds and Subject Properties
|
December 1, 1966
|
December 1, 1966(a)(c)
|
Series R Bonds, Additional Provisions and Subject Properties
|
October 1, 1968
|
October 1, 1968(a)(c)
|
Series S Bonds and Subject Properties
|
December 1, 1969
|
December 1, 1969(a)(c)
|
Series T Bonds and Subject Properties
|
July 1, 1970
|
July 1, 1970(c)
|
Series U Bonds and Subject Properties
|
December 15, 1970
|
December 15, 1970(c)
|
Series V Bonds and Series W Bonds
|
June 15, 1971
|
June 15, 1971(c)
|
Series X Bonds and Subject Properties
|
November 15, 1971
|
November 15, 1971(c)
|
Series Y Bonds and Subject Properties
|
January 15, 1973
|
January 15, 1973(c)
|
Series Z Bonds and Subject Properties
|
May 1, 1974
|
May 1, 1974
|
Series AA Bonds and Subject Properties
|
October 1, 1974
|
October 1, 1974
|
Series BB Bonds and Subject Properties
|
January 15, 1975
|
January 15, 1975
|
Series CC Bonds and Subject Properties
|
November 1, 1975
|
November 1, 1975
|
Series DDP Nos. 1-9 Bonds and Subject Properties
|
December 15, 1975
|
December 15, 1975
|
Series EE Bonds and Subject Properties
|
February 1, 1976
|
February 1, 1976
|
Series FFR Nos. 1-13 Bonds
|
June 15, 1976
|
June 15, 1976
|
Series GGP Nos. 1-7 Bonds and Subject Properties
|
July 15, 1976
|
July 15, 1976
|
Series HH Bonds and Subject Properties
|
February 15, 1977
|
February 15, 1977
|
Series MMP Bonds and Subject Properties
|
March 1, 1977
|
March 1, 1977
|
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
|
June 15, 1977
|
June 15, 1977
|
Series FFR No. 14 Bonds and Subject Properties
|
July 1, 1977
|
July 1, 1977
|
Series NNP Nos. 1-7 Bonds and Subject Properties
|
October 1, 1977
|
October 1, 1977
|
Series GGP Nos. 8-22 Bonds and Series OOP Nos. 1-17 Bonds and Subject Properties
|
June 1, 1978
|
June 1, 1978
|
Series PP Bonds, Series QQP Nos. 1-9 Bonds and Subject Properties
|
October 15, 1978
|
October 15, 1978
|
Series RR Bonds and Subject Properties
|
March 15, 1979
|
March 15, 1979
|
Series SS Bonds and Subject Properties
|
July 1, 1979
|
July 1, 1979
|
Series IIP Nos. 8-22 Bonds, Series NNP Nos. 8-21 Bonds and Series TTP Nos. 1-15 Bonds and Subject Properties
|
September 1, 1979
|
September 1, 1979
|
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
|
September 15, 1979
|
September 15, 1979
|
Series UU Bonds
|
January 1, 1980
|
January 1, 1980
|
1980 Series A Bonds and Subject Properties
|
April 1, 1980
|
April 1, 1980
|
1980 Series B Bonds
|
August 15, 1980
|
August 15, 1980
|
Series QQP Nos. 10-19 Bonds, 1980 Series CP Nos. 1-12 Bonds and 1980 Series DP No. 1-11 Bonds and Subject Properties
|
August 1, 1981
|
August 1, 1981
|
1980 Series CP Nos. 13-25 Bonds and Subject Properties
|
November 1, 1981
|
November 1, 1981
|
1981 Series AP Nos. 1-12 Bonds
|
June 30, 1982
|
June 30, 1982
|
Article XIV Reconfirmation
|
August 15, 1982
|
August 15, 1982
|
1981 Series AP Nos. 13-14 Bonds and Subject Properties
|
June 1, 1983
|
June 1, 1983
|
1981 Series AP Nos. 15-16 Bonds and Subject Properties
|
October 1, 1984
|
October 1, 1984
|
1984 Series AP Bonds and 1984 Series BP Bonds and Subject Properties
|
May 1, 1985
|
May 1, 1985
|
1985 Series A Bonds
|
May 15, 1985
|
May 15, 1985
|
1985 Series B Bonds and Subject Properties
|
October 15, 1985
|
October 15, 1985
|
Series KKP No. 9 Bonds and Subject Properties
|
April 1, 1986
|
April 1, 1986
|
1986 Series A Bonds and Subject Properties
|
August 15, 1986
|
August 15, 1986
|
1986 Series B Bonds and Subject Properties
|
November 30, 1986
|
November 30, 1986
|
1986 Series C Bonds
|
January 31, 1987
|
January 31, 1987
|
1987 Series A Bonds
|
April 1, 1987
|
April 1, 1987
|
1987 Series B Bonds and 1987 Series C Bonds
|
August 15, 1987
|
August 15, 1987
|
1987 Series D Bonds, 1987 Series E Bonds and Subject Properties
|
November 30, 1987
|
November 30, 1987
|
1987 Series F Bonds
|
June 15, 1989
|
June 15, 1989
|
1989 Series A Bonds
|
July 15, 1989
|
July 15, 1989
|
Series KKP No. 10 Bonds
|
December 1, 1989
|
December 1, 1989
|
Series KKP No. 11 Bonds and 1989 Series BP Bonds
|
February 15, 1990
|
February 15, 1990
|
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
|
November 1, 1990
|
November 1, 1990
|
Series KKP No. 12 Bonds
|
April 1, 1991
|
April 1, 1991
|
1991 Series AP Bonds
|
May 1, 1991
|
May 1, 1991
|
1991 Series BP Bonds and 1991 Series CP Bonds
|
May 15, 1991
|
May 15, 1991
|
1991 Series DP Bonds
|
September 1, 1991
|
September 1, 1991
|
1991 Series EP Bonds
|
November 1, 1991
|
November 1, 1991
|
1991 Series FP Bonds
|
January 15, 1992
|
January 15, 1992
|
1992 Series BP Bonds
|
February 29, 1992 and April 15, 1992
|
February 29, 1992
|
1992 Series AP Bonds
|
April 15, 1992
|
April 15, 1992
|
Series KKP No. 13 Bonds
|
July 15, 1992
|
July 15, 1992
|
1992 Series CP Bonds
|
November 30, 1992
|
July 31, 1992
|
1992 Series D Bonds
|
November 30, 1992
|
November 30, 1992
|
1992 Series E Bonds and 1993 Series B Bonds
|
March 15, 1993
|
December 15, 1992
|
Series KKP No. 14 Bonds and 1989 Series BP No. 2 Bonds
|
March 15, 1993
|
January 1, 1993
|
1993 Series C Bonds
|
April 1, 1993
|
March 1, 1993
|
1993 Series E Bonds
|
June 30, 1993
|
March 15, 1993
|
1993 Series D Bonds
|
September 15, 1993
|
April 1, 1993
|
1993 Series FP Bonds and 1993 Series IP Bonds
|
September 15, 1993
|
April 26, 1993
|
1993 Series G Bonds and Amendment of Article II, Section 5
|
September 15, 1993
|
May 31, 1993
|
1993 Series J Bonds
|
September 15, 1993
|
June 30, 1993
|
1993 Series AP Bonds
|
(d)
|
June 30, 1993
|
1993 Series H Bonds
|
(d)
|
September 15, 1993
|
1993 Series K Bonds
|
March 1, 1994
|
March 1, 1994
|
1994 Series AP Bonds
|
June 15, 1994
|
June 15, 1994
|
1994 Series BP Bonds
|
December 1, 1994
|
August 15, 1994
|
1994 Series C Bonds
|
December 1, 1994
|
December 1, 1994
|
Series KKP No. 15 Bonds and 1994 Series DP Bonds
|
August 1, 1995
|
August 1, 1995
|
1995 Series AP Bonds and 1995 Series BP Bonds
|
August 1, 1999
|
August 1, 1999
|
1999 Series AP Bonds, 1999 Series BP Bonds and 1999 Series CP Bonds
|
(d)
|
August 15, 1999
|
1999 Series D Bonds
|
(d)
|
January 1, 2000
|
2000 Series A Bonds
|
(d)
|
April 15, 2000
|
Appointment of Successor Trustee
|
(d)
|
August 1, 2000
|
2000 Series BP Bonds
|
(d)
|
March 15, 2001
|
2001 Series AP Bonds
|
(d)
|
May 1, 2001
|
2001 Series BP Bonds
|
(d)
|
August 15, 2001
|
2001 Series CP Bonds
|
(d)
|
September 15, 2001
|
2001 Series D Bonds and 2001 Series E Bonds
|
(d)
|
September 17, 2002
|
Amendment of Article XIII, Section 3 and Appointment of Successor Trustee
|
(d)
|
October 15, 2002
|
2002 Series A Bonds and 2002 Series B Bonds
|
(d)
|
December 1, 2002
|
2002 Series C Bonds and 2002 Series D Bonds
|
(d)
|
August 1, 2003
|
2003 Series A Bonds
|
(d)
|
March 15, 2004
|
2004 Series A Bonds and 2004 Series B Bonds
|
(d)
|
July 1, 2004
|
2004 Series D Bonds
|
(d)
|
February 1, 2005
|
2005 Series A Bonds and 2005 Series B Bonds
|
May 15, 2006
|
April 1, 2005
|
2005 Series AR Bonds and 2005 Series BR Bonds
|
May 15, 2006
|
August 1, 2005
|
2005 Series DT Bonds
|
May 15, 2006
|
September 15, 2005
|
2005 Series C Bonds
|
May 15, 2006
|
September 30, 2005
|
2005 Series E Bonds
|
May 15, 2006
|
May 15, 2006
|
2006 Series A Bonds
|
December 1, 2006
|
December 1, 2006
|
2006 Series CT Bonds
|
December 1, 2007
|
December 1, 2007
|
2007 Series A Bonds
|
April 1, 2008
|
April 1, 2008
|
2008 Series DT Bonds
|
May 1, 2008
|
May 1, 2008
|
2008 Series ET Bonds
|
July 1, 2008
|
June 1, 2008
|
2008 Series G Bonds
|
October 1, 2008
|
July 1, 2008
|
2008 Series KT Bonds
|
October 1, 2008
|
October 1, 2008
|
2008 Series J Bonds
|
December 1, 2008
|
December 1, 2008
|
2008 Series LT Bonds
|
March 15, 2009
|
March 15, 2009
|
2009 Series BT Bonds
|
November 1, 2009
|
November 1, 2009
|
2009 Series CT Bonds
|
August 1, 2010
|
August 1, 2010
|
2010 Series B Bonds
|
December 1, 2010
|
September 1, 2010
|
2010 Series A Bonds
|
December 1, 2010
|
December 1, 2010
|
2010 Series CT Bonds
|
March 1, 2011
|
March 1, 2011
|
2011 Series AT Bonds
|
May 15, 2011
|
May 15, 2011
|
2011 Series B Bonds
|
August 1, 2011
|
August 1, 2011
|
2011 Series GT Bonds
|
June 20, 2012
|
August 15, 2012
|
2011 Series D, 2011 Series E and 2011 Series F Bonds
|
June 20, 2012
|
September 1, 2012
|
2011 Series H Bonds
|
June 20, 2012
|
June 20, 2012
|
2012 Series A and B Bonds
|
March 15, 2013
|
March 15, 2013
|
2013 Series A Bonds
|
August 1, 2013
|
August 1, 2013
|
2013 Series B Bonds
|
June 1, 2014
|
June 1, 2014
July 1, 2014
|
2014 Series A and B Bonds
2014 Series D and E Bonds
|
July 1, 2014
March 1, 2015
|
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 III.
|
|
|
|
THE TRUSTEE.
|
|
|
TERMS AND CONDITIONS OF ACCEPTANCE OF TRUST BY TRUSTEE.
|
The Trustee hereby accepts the trust hereby declared and provided, and agrees to perform the same upon the terms and conditions in the Original Indenture, as amended to date and as supplemented by this Supplemental Indenture, and in this Supplemental Indenture set forth, and upon the following terms and conditions:
|
|
|
|
The Trustee shall not be responsible in any manner whatsoever for and in respect of the validity or sufficiency of this Supplemental Indenture or the due execution hereof by the Company or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely.
|
|
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 12th day of May, 2016, 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/Elizabeth Ellen Kochevar
Elizabeth Ellen Kochevar
Notary Public, Wayne County, MI
Acting in Wayne
My Commission Expires: November 16, 2021
|
EXECUTION BY
|
THE BANK OF NEW YORK MELLON TRUST
|
ACKNOWLEDG-MENT OF EXECUTION BY TRUSTEE.
|
|
On this 12
th
day of May, 2016, before me, the subscriber, a Notary Public within and for the County of Los Angeles, in the State of California, acting in the County of Los Angeles, personally appeared Valere Boyd to me personally known, who, being by me duly sworn, did say that her business office is located at
2 North LaSalle Street, Suite 1020 Chicago, Illinois 60602
, and she 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 she 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 she subscribed her name thereto by like authority; and said Valere Boyd acknowledged said instrument to be the free act and deed of said corporation.
|
(Notarial Seal)
|
|
/s/Marvin G. Cuenca
NAME: Marvin G. Cuenca
Notary Public,
Acting in Los Angeles, CA
My Commission Expires: March 27, 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.
|
|
Six Months Ended
|
|
Year Ended December 31,
|
||||||||||||||||||||
|
June 30, 2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pretax earnings
|
$
|
518
|
|
|
$
|
950
|
|
|
$
|
1,275
|
|
|
$
|
922
|
|
|
$
|
960
|
|
|
$
|
991
|
|
Adjustments
|
7
|
|
|
(3
|
)
|
|
(15
|
)
|
|
(26
|
)
|
|
71
|
|
|
4
|
|
||||||
Fixed charges
|
237
|
|
|
473
|
|
|
453
|
|
|
461
|
|
|
463
|
|
|
520
|
|
||||||
Net earnings
|
$
|
762
|
|
|
$
|
1,420
|
|
|
$
|
1,713
|
|
|
$
|
1,357
|
|
|
$
|
1,494
|
|
|
$
|
1,515
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
$
|
225
|
|
|
$
|
446
|
|
|
$
|
424
|
|
|
$
|
432
|
|
|
$
|
441
|
|
|
$
|
490
|
|
Adjustments
|
12
|
|
|
27
|
|
|
29
|
|
|
29
|
|
|
22
|
|
|
30
|
|
||||||
Fixed charges
|
$
|
237
|
|
|
$
|
473
|
|
|
$
|
453
|
|
|
$
|
461
|
|
|
$
|
463
|
|
|
$
|
520
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Ratio of earnings to fixed charges
|
3.22
|
|
|
3.00
|
|
|
3.78
|
|
|
2.94
|
|
|
3.23
|
|
|
2.91
|
|
|
Six Months Ended
|
|
Year Ended December 31,
|
||||||||||||||||||||
|
June 30, 2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
|
(In millions)
|
||||||||||||||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pretax earnings
|
$
|
408
|
|
|
$
|
836
|
|
|
$
|
830
|
|
|
$
|
741
|
|
|
$
|
768
|
|
|
$
|
704
|
|
Adjustments
|
(4
|
)
|
|
(11
|
)
|
|
(11
|
)
|
|
(7
|
)
|
|
(7
|
)
|
|
(2
|
)
|
||||||
Fixed charges
|
138
|
|
|
277
|
|
|
267
|
|
|
281
|
|
|
286
|
|
|
310
|
|
||||||
Net earnings
|
$
|
542
|
|
|
$
|
1,102
|
|
|
$
|
1,086
|
|
|
$
|
1,015
|
|
|
$
|
1,047
|
|
|
$
|
1,012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
$
|
129
|
|
|
$
|
255
|
|
|
$
|
247
|
|
|
$
|
264
|
|
|
$
|
269
|
|
|
$
|
287
|
|
Adjustments
|
9
|
|
|
22
|
|
|
20
|
|
|
17
|
|
|
17
|
|
|
23
|
|
||||||
Fixed charges
|
$
|
138
|
|
|
$
|
277
|
|
|
$
|
267
|
|
|
$
|
281
|
|
|
$
|
286
|
|
|
$
|
310
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Ratio of earnings to fixed charges
|
3.93
|
|
|
3.98
|
|
|
4.07
|
|
|
3.61
|
|
|
3.66
|
|
|
3.26
|
|
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:
|
July 26, 2016
|
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
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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
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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:
|
July 26, 2016
|
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:
|
July 26, 2016
|
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:
|
July 26, 2016
|
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:
|
July 26, 2016
|
/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:
|
July 26, 2016
|
/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:
|
July 26, 2016
|
/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:
|
July 26, 2016
|
/S/ PETER B. OLEKSIAK
|
|
|
|
Peter B. Oleksiak
Senior Vice President and
Chief Financial Officer of DTE Electric Company
|
|