DTE ENERGY CO (Form: 10-Q, Received: 10/25/2017 10:40:45)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period ended September 30, 2017



Commission File Number	Registrants; State of Incorporation; Address; and Telephone Number	I.R.S. Employer Identification No.
1-11607	DTE Energy Company (a Michigan corporation) One Energy Plaza Detroit, Michigan 48226-1279 313-235-4000	38-3217752

1-2198	DTE Electric Company (a Michigan corporation) One Energy Plaza Detroit, Michigan 48226-1279 313-235-4000	38-0478650

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

DTE Energy Company (DTE Energy) Yes x No o DTE Electric Company (DTE Electric) Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

DTE Energy Yes x No o DTE Electric Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



DTE Energy	Large accelerated filer x	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
			(Do not check if a smaller reporting company)	Emerging growth company o
DTE Electric	Large accelerated filer o	Accelerated filer o	Non-accelerated filer x	Smaller reporting company o
			(Do not check if a smaller reporting company)	Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

DTE Energy Yes o No x DTE Electric Yes o No x

Number of shares of Common Stock outstanding at September 30, 2017 :



Registrant	Description	Shares
DTE Energy	Common Stock, without par value	179,390,286

DTE Electric	Common Stock, $10 par value, directly owned by DTE Energy	138,632,324

This combined Form 10-Q is filed separately by two registrants: DTE Energy and DTE Electric. Information contained herein relating to an individual registrant is filed by such registrant solely on its behalf. DTE Electric makes no representation as to information relating exclusively to DTE Energy.

DTE Electric, a wholly-owned subsidiary of DTE Energy, meets the conditions set forth in General Instructions H(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format specified in General Instructions H(2) of Form 10-Q.

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TABLE OF CONTENTS



		Page
	Definitions	1
	Filing Format	3
	Forward-Looking Statements	3
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements
	DTE Energy Consolidated Financial Statements (Unaudited)	5
	DTE Electric Consolidated Financial Statements (Unaudited)	11
	Combined Notes to Consolidated Financial Statements (Unaudited)	17
	Note 1 — Organization and Basis of Presentation	17
	Note 2 — Significant Accounting Policies	20
	Note 3 — New Accounting Pronouncements	21
	Note 4 — Acquisition	22
	Note 5 — Regulatory Matters	24
	Note 6 — Earnings Per Share	25
	Note 7 — Fair Value	26
	Note 8 — Financial and Other Derivative Instruments	33
	Note 9 — Long-Term Debt	38
	Note 10 — Short-Term Credit Arrangements and Borrowings	38
	Note 11 — Commitments and Contingencies	39
	Note 12 — Retirement Benefits and Trusteed Assets	44
	Note 13 — Segment and Related Information	45
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	46
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	61
Item 4.	Controls and Procedures	64
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	65
Item 1A.	Risk Factors	65
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	65
Item 6.	Exhibits	66
	Signatures	67

DEFINITIONS



AFUDC	Allowance for Funds Used During Construction

AGS	Appalachia Gathering System is a midstream natural gas asset located in Pennsylvania and West Virginia. DTE Energy purchased 100% of AGS in October 2016, and this asset is part of DTE Energy's Gas Storage and Pipelines segment.

ANPR	Advanced Notice of Proposed Rulemaking

ASU	Accounting Standards Update issued by the FASB

CCR	Coal Combustion Residuals

CFTC	U.S. Commodity Futures Trading Commission

CON	Certificate of Necessity

DTE Electric	DTE Electric Company (a direct wholly-owned subsidiary of DTE Energy) and subsidiary companies

DTE Energy	DTE Energy Company, directly or indirectly the parent of DTE Electric, DTE Gas, and numerous non-utility subsidiaries

DTE Gas	DTE Gas Company (an indirect wholly-owned subsidiary of DTE Energy) and subsidiary companies

EGU	Electric Generating Unit

ELG	Effluent Limitations Guidelines

EPA	U.S. Environmental Protection Agency

Equity units	DTE Energy's 2016 Equity Units issued in October 2016, which were used to finance the October 1, 2016 Gas Storage and Pipelines acquisition

FASB	Financial Accounting Standards Board

FERC	Federal Energy Regulatory Commission

FOV	Finding of Violation

FTRs	Financial Transmission Rights are financial instruments that entitle the holder to receive payments related to costs incurred for congestion on the transmission grid.

GCR	A Gas Cost Recovery mechanism authorized by the MPSC that allows DTE Gas to recover through rates its natural gas costs.

GHGs	Greenhouse gases

MDEQ	Michigan Department of Environmental Quality

MGP	Manufactured Gas Plant

MISO	Midcontinent Independent System Operator, Inc.

MPSC	Michigan Public Service Commission

MTM	Mark-to-market

NAV	Net Asset Value

NEXUS	NEXUS Gas Transmission, LLC, a joint venture in which DTE Energy own a 50% partnership interest.

Non-utility	An entity that is not a public utility. Its conditions of service, prices of goods and services, and other operating related matters are not directly regulated by the MPSC.

NOV	Notice of Violation

NO _X	Nitrogen Oxides

NRC	U.S. Nuclear Regulatory Commission

DEFINITIONS



Production tax credits	Tax credits as authorized under Sections 45K and 45 of the Internal Revenue Code that are designed to stimulate investment in and development of alternate fuel sources. The amount of a production tax credit can vary each year as determined by the Internal Revenue Service.

PSCR	A Power Supply Cost Recovery mechanism authorized by the MPSC that allows DTE Electric to recover through rates its fuel, fuel-related, and purchased power costs.

REF	Reduced Emissions Fuel

Registrants	DTE Energy and DTE Electric

Retail access	Michigan legislation provided customers the option of access to alternative suppliers for electricity and natural gas.

SGG	Stonewall Gas Gathering is a midstream natural gas asset located in West Virginia. DTE Energy purchased 55% of SGG in October 2016, and this asset is part of DTE Energy's Gas Storage and Pipelines segment.

SO ₂	Sulfur Dioxide

TRM	A Transitional Reconciliation Mechanism authorized by the MPSC that allows DTE Electric to recover through rates the deferred net incremental revenue requirement associated with the transition of City of Detroit's Public Lighting Department customers to DTE Electric's distribution system.

VIE	Variable Interest Entity



Units of Measurement

Bcf	Billion cubic feet of natural gas

BTU	Heat value (energy content) of fuel

MMBtu	One million BTU

MWh	Megawatthour of electricity

FILING FORMAT

This combined Form 10-Q is separately filed by DTE Energy and DTE Electric. Information in this combined Form 10-Q relating to each individual Registrant is filed by such Registrant on its own behalf. DTE Electric makes no representation regarding information relating to any other companies affiliated with DTE Energy other than its own subsidiaries. Neither DTE Energy, nor any of DTE Energy’s other subsidiaries (other than DTE Electric), has any obligation in respect of DTE Electric's debt securities, and holders of such debt securities should not consider the financial resources or results of operations of DTE Energy nor any of DTE Energy’s other subsidiaries (other than DTE Electric and its own subsidiaries (in relevant circumstances)) in making a decision with respect to DTE Electric's debt securities. Similarly, none of DTE Electric nor any other subsidiary of DTE Energy has any obligation in respect of debt securities of DTE Energy. This combined Form 10-Q should be read in its entirety. No one section of this combined Form 10-Q deals with all aspects of the subject matter of this combined Form 10-Q. This combined Form 10-Q report should be read in conjunction with the Consolidated Financial Statements and Combined Notes to Consolidated Financial Statements and with Management's Discussion and Analysis included in the combined DTE Energy and DTE Electric 2016 Annual Report on Form 10-K.

FORWARD-LOOKING STATEMENTS

Certain information presented herein includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, and businesses of the Registrants. Words such as “anticipate,” “believe,” “expect,” “may,” “could,” “projected,” “aspiration,” “plans,” and “goals” signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions, but rather are subject to numerous assumptions, risks, and uncertainties that may cause actual future results to be materially different from those contemplated, projected, estimated, or budgeted. Many factors may impact forward-looking statements of the Registrants including, but not limited to, the following:


•	impact of regulation by the EPA, the FERC, the MPSC, the NRC, and for DTE Energy, the CFTC, as well as other applicable governmental proceedings and regulations, including any associated impact on rate structures;


•	the amount and timing of cost recovery allowed as a result of regulatory proceedings, related appeals, or new legislation, including legislative amendments and retail access programs;


•	economic conditions and population changes in the Registrants' geographic area resulting in changes in demand, customer conservation, and thefts of electricity and, for DTE Energy, natural gas;


•	environmental issues, laws, regulations, and the increasing costs of remediation and compliance, including actual and potential new federal and state requirements;


•	health, safety, financial, environmental, and regulatory risks associated with ownership and operation of nuclear facilities;


•	changes in the cost and availability of coal and other raw materials, purchased power, and natural gas;


•	volatility in the short-term natural gas storage markets impacting third-party storage revenues related to DTE Energy;


•	impact of volatility of prices in the oil and gas markets on DTE Energy's gas storage and pipelines operations;


•	impact of volatility in prices in the international steel markets on DTE Energy's power and industrial projects operations;


•	volatility in commodity markets, deviations in weather, and related risks impacting the results of DTE Energy's energy trading operations;


•	changes in the financial condition of DTE Energy's significant customers and strategic partners;


•	the potential for losses on investments, including nuclear decommissioning and benefit plan assets and the related increases in future expense and contributions;


•	access to capital markets and the results of other financing efforts which can be affected by credit agency ratings;


•	instability in capital markets which could impact availability of short and long-term financing;


•	the timing and extent of changes in interest rates;


•	the level of borrowings;


•	the potential for increased costs or delays in completion of significant capital projects;


•	changes in, and application of, federal, state, and local tax laws and their interpretations, including the Internal Revenue Code, regulations, rulings, court proceedings, and audits;


•	the effects of weather and other natural phenomena on operations and sales to customers, and purchases from suppliers;


•	unplanned outages;


•	the cost of protecting assets against, or damage due to, cyber crime and terrorism;


•	employee relations and the impact of collective bargaining agreements;


•	the risk of a major safety incident at an electric distribution or generation facility and, for DTE Energy, a gas storage, transmission, or distribution facility;


•	the availability, cost, coverage, and terms of insurance and stability of insurance providers;


•	cost reduction efforts and the maximization of plant and distribution system performance;


•	the effects of competition;


•	changes in and application of accounting standards and financial reporting regulations;


•	changes in federal or state laws and their interpretation with respect to regulation, energy policy, and other business issues;


•	contract disputes, binding arbitration, litigation, and related appeals;


•	implementation of new information systems; and


•	the risks discussed in the Registrants' public filings with the Securities and Exchange Commission.

New factors emerge from time to time. The Registrants cannot predict what factors may arise or how such factors may cause results to differ materially from those contained in any forward-looking statement. Any forward-looking statements speak only as of the date on which such statements are made. The Registrants undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.

Part I — Financial Information

Item 1. Financial Statements

DTE Energy Company

Consolidated Statements of Operations (Unaudited)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
	(In millions, except per share amounts)
Operating Revenues
Utility operations	$	1,573		$	1,748		$	4,714		$	4,847
Non-utility operations	1,672			1,180			4,622			2,909
	3,245			2,928			9,336			7,756

Operating Expenses
Fuel, purchased power, and gas — utility	437			503			1,362			1,482
Fuel, purchased power, and gas — non-utility	1,469			1,034			3,897			2,527
Operation and maintenance	566			562			1,725			1,620
Depreciation and amortization	258			230			756			702
Taxes other than income	91			92			297			282
Asset (gains) losses and impairments, net	6			—			9			(1		)
	2,827			2,421			8,046			6,612
Operating Income	418			507			1,290			1,144

Other (Income) and Deductions
Interest expense	146			114			404			341
Interest income	(4		)	(3		)	(9		)	(17		)
Other income	(74		)	(51		)	(204		)	(160		)
Other expenses	13			12			26			27
	81			72			217			191
Income Before Income Taxes	337			435			1,073			953

Income Tax Expense	74			110			241			243

Net Income	263			325			832			710

Less: Net Loss Attributable to Noncontrolling Interests	(7		)	(13		)	(15		)	(27		)

Net Income Attributable to DTE Energy Company	$	270		$	338		$	847		$	737

Basic Earnings per Common Share
Net Income Attributable to DTE Energy Company	$	1.51		$	1.88		$	4.72		$	4.10

Diluted Earnings per Common Share
Net Income Attributable to DTE Energy Company	$	1.51		$	1.88		$	4.72		$	4.10

Weighted Average Common Shares Outstanding
Basic	179			179			179			179
Diluted	179			180			179			180
Dividends Declared per Common Share	$	0.825		$	0.77		$	2.475		$	2.23

See Combined Notes to Consolidated Financial Statements (Unaudited)

DTE Energy Company

Consolidated Statements of Comprehensive Income (Unaudited)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
	(In millions)
Net Income	$	263		$	325		$	832		$	710

Other comprehensive income, net of tax:
Benefit obligations, net of taxes of $2, $2, $6, and $3, respectively	3			4			10			6
Net unrealized gains on investments during the period, net of taxes of $1, respectively	—			1			1			1
Foreign currency translation	2			(1		)	2			—
Other comprehensive income	5			4			13			7

Comprehensive income	268			329			845			717
Less: Comprehensive loss attributable to noncontrolling interest s	(7		)	(13		)	(15		)	(27		)
Comprehensive Income Attributable to DTE Energy Company	$	275		$	342		$	860		$	744

See Combined Notes to Consolidated Financial Statements (Unaudited)

DTE Energy Company

Consolidated Statements of Financial Position (Unaudited)



	September 30,			December 31,
	2017			2016
	(In millions)
ASSETS
Current Assets
Cash and cash equivalents	$	63		$	92
Restricted cash	23			21
Accounts receivable (less allowance for doubtful accounts of $39 and $41, respectively)
Customer	1,395			1,522
Other	166			71
Inventories
Fuel and gas	453			416
Materials and supplies	363			356
Derivative assets	76			47
Regulatory assets	6			42
Other	270			195
	2,815			2,762
Investments
Nuclear decommissioning trust funds	1,439			1,320
Investments in equity method investees	971			752
Other	224			201
	2,634			2,273
Property
Property, plant, and equipment	30,924			30,029
Accumulated depreciation and amortization	(10,617		)	(10,299		)
	20,307			19,730
Other Assets
Goodwill	2,293			2,286
Regulatory assets	3,828			3,871
Intangible assets	883			842
Notes receivable	74			73
Derivative assets	62			34
Other	175			170
	7,315			7,276
Total Assets	$	33,071		$	32,041

See Combined Notes to Consolidated Financial Statements (Unaudited)

DTE Energy Company

Consolidated Statements of Financial Position (Unaudited) — (Continued)



	September 30,			December 31,
	2017			2016
	(In millions, except shares)
LIABILITIES AND EQUITY
Current Liabilities
Accounts payable	$	994		$	1,079
Accrued interest	131			96
Dividends payable	148			148
Short-term borrowings	659			499
Current portion long-term debt, including capital leases	109			14
Derivative liabilities	42			69
Regulatory liabilities	86			34
Other	429			498
	2,598			2,437
Long-Term Debt (net of current portion)
Mortgage bonds, notes, and other	11,038			10,506
Junior subordinated debentures	756			756
Capital lease obligations	1			7
	11,795			11,269
Other Liabilities
Deferred income taxes	4,396			4,162
Regulatory liabilities	489			555
Asset retirement obligations	2,288			2,197
Unamortized investment tax credit	138			93
Derivative liabilities	48			98
Accrued pension liability	922			1,152
Accrued postretirement liability	6			36
Nuclear decommissioning	213			194
Other	325			349
	8,825			8,836
Commitments and Contingencies (Notes 5 and 11)

Equity
Common stock, without par value, 400,000,000 shares authorized, and 179,390,286 and 179,432,581 shares issued and outstanding, respectively	3,978			4,030
Retained earnings	5,515			5,114
Accumulated other comprehensive loss	(120		)	(133		)
Total DTE Energy Company Equity	9,373			9,011
Noncontrolling interests	480			488
Total Equity	9,853			9,499
Total Liabilities and Equity	$	33,071		$	32,041

See Combined Notes to Consolidated Financial Statements (Unaudited)

DTE Energy Company

Consolidated Statements of Cash Flows (Unaudited)



	Nine Months Ended September 30,
	2017			2016
	(In millions)
Operating Activities
Net Income	$	832		$	710
Adjustments to reconcile Net Income to Net cash from operating activities:
Depreciation and amortization	756			702
Nuclear fuel amortization	39			44
Allowance for equity funds used during construction	(17		)	(15		)
Deferred income taxes	261			244
Equity earnings of equity method investees	(77		)	(49		)
Dividends from equity method investees	55			52
Asset (gains) losses and impairments, net	5			—
Changes in assets and liabilities:
Accounts receivable, net	43			6
Inventories	(41		)	10
Accounts payable	25			39
Accrued pension liability	(230		)	(1		)
Accrued postretirement liability	(30		)	(80		)
Derivative assets and liabilities	(133		)	122
Regulatory assets and liabilities	260			93
Other current and noncurrent assets and liabilities	(198		)	(110		)
Net cash from operating activities	1,550			1,767
Investing Activities
Plant and equipment expenditures — utility	(1,439		)	(1,267		)
Plant and equipment expenditures — non-utility	(133		)	(75		)
Proceeds from sale of nuclear decommissioning trust fund assets	951			1,135
Investment in nuclear decommissioning trust funds	(936		)	(1,140		)
Distributions from equity method investees	10			8
Contributions to equity method investees	(194		)	(199		)
Other	(63		)	35
Net cash used for investing activities	(1,804		)	(1,503		)
Financing Activities
Issuance of long-term debt, net of issuance costs	1,010			646
Redemption of long-term debt	(385		)	(322		)
Repurchase of long-term debt	—			(59		)
Short-term borrowings, net	160			(89		)
Repurchase of common stock	(51		)	(33		)
Dividends on common stock	(444		)	(393		)
Other	(65		)	15
Net cash from (used for) financing act ivities	225			(235		)
Net Increase (Decrease) in Cash and Cash Equivalents	(29		)	29
Cash and Cash Equivalents at Beginning of Period	92			37
Cash and Cash Equivalents at End of Period	$	63		$	66

Supplemental disclosure of non-cash investing and financing activities
Plant and equipment expenditures in accounts payable	$	222		$	168

See Combined Notes to Consolidated Financial Statements (Unaudited)

DTE Energy Company

Consolidated Statements of Changes in Equity (Unaudited)



						Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interests
	Common Stock
	Shares		Amount												Total
	(Dollars in millions, shares in thousands)
Balance, December 31, 2016	179,433		$	4,030		$	5,114		$	(133	)	$	488		$	9,499
Net Income (Loss)	—		—			847			—			(15		)	832
Dividends declared on common stock	—		—			(444		)	—			—			(444		)
Repurchase of common stock	(524	)	(51		)	—			—			—			(51		)
Benefit obligations, net of tax	—		—			—			10			—			10
Net change in unrealized gains on investments, net of tax	—		—			—			1			—			1
Foreign currency translation	—		—			—			2			—			2
Stock-based compensation, net contributions from noncontrolling interests, and other	481		(1		)	(2		)	—			7			4
Balance, September 30, 2017	179,390		$	3,978		$	5,515		$	(120	)	$	480		$	9,853

See Combined Notes to Consolidated Financial Statements (Unaudited)

DTE Electric Company

Consolidated Statements of Operations (Unaudited)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
	(In millions)
Operating Revenues — Utility operations	$	1,434		$	1,608		$	3,827		$	3,976

Operating Expenses
Fuel and purchased power — utility	428			495			1,097			1,191
Operation and maintenance	349			363			1,068			1,019
Depreciation and amortization	188			176			549			539
Taxes other than income	74			73			229			216
	1,039			1,107			2,943			2,965
Operating Income	395			501			884			1,011

Other (Income) and Deductions
Interest expense	68			66			206			196
Interest income	—			—			—			(8		)
Other income	(21		)	(15		)	(57		)	(48		)
Other expenses	11			9			23			22
	58			60			172			162
Income Before Income Taxes	337			441			712			849

Income Tax Expense	118			156			249			302

Net Income	$	219		$	285		$	463		$	547

See Combined Notes to Consolidated Financial Statements (Unaudited)

DTE Electric Company

Consolidated Statements of Comprehensive Income (Unaudited)



	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
	(In millions)
Net Income	$	219	$	285	$	463	$	547
Other comprehensive income	—		—		—		—
Comprehensive Income	$	219	$	285	$	463	$	547

See Combined Notes to Consolidated Financial Statements (Unaudited)

DTE Electric Company

Consolidated Statements of Financial Position (Unaudited)



	September 30,			December 31,
	2017			2016
	(In millions)
ASSETS
Current Assets
Cash and cash equivalents	$	12		$	13
Accounts receivable (less allowance for doubtful accounts of $23 and $25, respectively)
Customer	770			728
Affiliates	16			12
Other	86			29
Inventories
Fuel	182			225
Materials and supplies	282			271
Regulatory assets	5			36
Prepaid property tax	107			45
Other	14			18
	1,474			1,377
Investments
Nuclear decommissioning trust funds	1,439			1,320
Other	35			36
	1,474			1,356
Property
Property, plant, and equipment	22,606			22,094
Accumulated depreciation and amortization	(7,921		)	(7,721		)
	14,685			14,373
Other Assets
Regulatory assets	3,108			3,113
Intangible assets	33			31
Prepaid postretirement costs — affiliates	114			114
Other	124			125
	3,379			3,383
Total Assets	$	21,012		$	20,489

See Combined Notes to Consolidated Financial Statements (Unaudited)

DTE Electric Company

Consolidated Statements of Financial Position (Unaudited) — (Continued)



	September 30,		December 31,
	2017		2016
	(In millions, except shares)
LIABILITIES AND SHAREHOLDER’S EQUITY
Current Liabilities
Accounts payable
Affiliates	$	52	$	58
Other	371		452
Accrued interest	70		65
Current portion long-term debt, including capital leases	5		6
Regulatory liabilities	70		27
Short-term borrowings
Affiliates	66		117
Other	311		62
Other	146		146
	1,091		933
Long-Term Debt (net of current portion)
Mortgage bonds, notes, and other	6,016		5,878
Capital lease obligations	1		7
	6,017		5,885
Other Liabilities
Deferred income taxes	3,985		3,793
Regulatory liabilities	189		229
Asset retirement obligations	2,094		2,012
Unamortized investment tax credit	136		90
Nuclear decommissioning	213		194
Accrued pension liability — affiliates	826		1,008
Accrued postretirement liability — affiliates	252		269
Other	75		81
	7,770		7,676
Commitments and Contingencies (Notes 5 and 11)

Shareholder’s Equity
Common stock, $10 par value, 400,000,000 shares authorized, and 138,632,324 shares issued and outstanding	4,206		4,206
Retained earnings	1,926		1,787
Accumulated other comprehensive income	2		2
Total Shareholder’s Equity	6,134		5,995
Total Liabilities and Shareholder’s Equity	$	21,012	$	20,489

See Combined Notes to Consolidated Financial Statements (Unaudited)

DTE Electric Company

Consolidated Statements of Cash Flows (Unaudited)



	Nine Months Ended September 30,
	2017			2016
	(In millions)
Operating Activities
Net Income	$	463		$	547
Adjustments to reconcile Net Income to Net cash from operating activities:
Depreciation and amortization	549			539
Nuclear fuel amortization	39			44
Allowance for equity funds used during construction	(14		)	(13		)
Deferred income taxes	248			298
Changes in assets and liabilities:
Accounts receivable, net	(104		)	(135		)
Inventories	32			18
Accounts payable	32			59
Accrued pension liability — affiliates	(182		)	9
Accrued postretirement liability — affiliates	(17		)	(52		)
Regulatory assets and liabilities	223			100
Other current and noncurrent assets and liabilities	(174		)	(119		)
Net cash from operating activities	1,095			1,295
Investing Activities
Plant and equipment expenditures	(1,103		)	(999		)
Notes receivable, including affiliates	5			(64		)
Proceeds from sale of nuclear decommissioning trust fund assets	951			1,135
Investment in nuclear decommissioning trust funds	(936		)	(1,140		)
Other	(5		)	40
Net cash used for investing activities	(1,088		)	(1,028		)
Financing Activities
Issuance of long-term debt, net of issuance costs	435			355
Redemption of long-term debt	(300		)	(10		)
Repurchase of long-term debt	—			(59		)
Short-term borrowings, net — affiliate	(51		)	37
Short-term borrowings, net — other	249			(272		)
Dividends on common stock	(324		)	(315		)
Other	(17		)	(2		)
Net cash used for financing activities	(8		)	(266		)
Net Increase (Decrease) in Cash and Cash Equivalents	(1		)	1
Cash and Cash Equivalents at Beginning of Period	13			15
Cash and Cash Equivalents at End of Period	$	12		$	16

Supplemental disclosure of non-cash investing and financing activities
Plant and equipment expenditures in accounts payable	$	112		$	118

See Combined Notes to Consolidated Financial Statements (Unaudited)

DTE Electric Company

Consolidated Statements of Changes in Shareholder's Equity (Unaudited)



				Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Income
	Common Stock
	Shares	Amount									Total
	(Dollars in millions, shares in thousands)
Balance, December 31, 2016	138,632	$	1,386	$	2,820	$	1,787		$	2	$	5,995
Net Income	—	—		—		463			—		463
Dividends declared on common stock	—	—		—		(324		)	—		(324		)
Balance, September 30, 2017	138,632	$	1,386	$	2,820	$	1,926		$	2	$	6,134

See Combined Notes to Consolidated Financial Statements (Unaudited)

DTE Energy Company — DTE Electric Company

Combined Notes to Consolidated Financial Statements (Unaudited)

Index of Combined Notes to Consolidated Financial Statements (Unaudited)

The Combined Notes to Consolidated Financial Statements (Unaudited) are a combined presentation for DTE Energy and DTE Electric. The following list indicates the Registrant(s) to which each note applies:



Note 1	Organization and Basis of Presentation	DTE Energy and DTE Electric
Note 2	Significant Accounting Policies	DTE Energy and DTE Electric
Note 3	New Accounting Pronouncements	DTE Energy and DTE Electric
Note 4	Acquisition	DTE Energy
Note 5	Regulatory Matters	DTE Energy and DTE Electric
Note 6	Earnings per Share	DTE Energy
Note 7	Fair Value	DTE Energy and DTE Electric
Note 8	Financial and Other Derivative Instruments	DTE Energy and DTE Electric
Note 9	Long-Term Debt	DTE Energy and DTE Electric
Note 10	Short-Term Credit Arrangements and Borrowings	DTE Energy and DTE Electric
Note 11	Commitments and Contingencies	DTE Energy and DTE Electric
Note 12	Retirement Benefits and Trusteed Assets	DTE Energy and DTE Electric
Note 13	Segment and Related Information	DTE Energy

NOTE 1 — ORGANIZATION AND BASIS OF PRESENTATION

Corporate Structure

DTE Energy owns the following businesses:


•	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 1.3 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.

DTE Electric and DTE Gas are regulated by the MPSC. Certain activities of DTE Electric and DTE Gas, as well as various other aspects of businesses under DTE Energy, are regulated by the FERC. In addition, the Registrants are regulated by other federal and state regulatory agencies including the NRC, the EPA, the MDEQ, and for DTE Energy, the CFTC.

Basis of Presentation

The Consolidated Financial Statements should be read in conjunction with the Combined Notes to Consolidated Financial Statements included in the combined DTE Energy and DTE Electric 2016 Annual Report on Form 10-K.

The accompanying Consolidated Financial Statements of the Registrants are prepared using accounting principles generally accepted in the United States of America. These accounting principles require management to use estimates and assumptions that impact reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. Actual results may differ from the Registrants' estimates.

The Consolidated Financial Statements are unaudited but, in the Registrants' opinions include all adjustments necessary to present a fair statement of the results for the interim periods. All adjustments are of a normal recurring nature, except as otherwise disclosed in these Consolidated Financial Statements and Combined Notes to Consolidated Financial Statements. Financial results for this interim period are not necessarily indicative of results that may be expected for any other interim period or for the fiscal year ending December 31, 2017 .

DTE Energy Company — DTE Electric Company

Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)

The information in these combined notes relates to each of the Registrants as noted in the Index of Combined Notes to Consolidated Financial Statements. However, DTE Electric does not make any representation as to information related solely to DTE Energy or the subsidiaries of DTE Energy other than itself.

Certain prior year balances for the Registrants were reclassified to match the current year's Consolidated Financial Statements presentation.

Principles of Consolidation

The Registrants consolidate all majority-owned subsidiaries and investments in entities in which they have controlling influence. Non-majority owned investments are accounted for using the equity method when the Registrants are able to significantly influence the operating policies of the investee. When the Registrants do not influence the operating policies of an investee, the cost method is used. These Consolidated Financial Statements also reflect the Registrants' proportionate interests in certain jointly-owned utility plants. The Registrants eliminate all intercompany balances and transactions.

The Registrants evaluate whether an entity is a VIE whenever reconsideration events occur. The Registrants consolidate VIEs for which they are the primary beneficiary. If a Registrant is not the primary beneficiary and an ownership interest is held, the VIE is accounted for under the equity method of accounting. When assessing the determination of the primary beneficiary, a Registrant considers all relevant facts and circumstances, including: the power, through voting or similar rights, to direct the activities of the VIE that most significantly impact the VIE's economic performance and the obligation to absorb the expected losses and/or the right to receive the expected returns of the VIE. The Registrants perform ongoing reassessments of all VIEs to determine if the primary beneficiary status has changed.

Legal entities within DTE Energy's Power and Industrial Projects segment enter into long-term contractual arrangements with customers to supply energy-related products or services. The entities are generally designed to pass-through the commodity risk associated with these contracts to the customers, with DTE Energy retaining operational and customer default risk. These entities generally are VIEs and consolidated when DTE Energy is the primary beneficiary. In addition, DTE Energy has interests in certain VIEs through which control of all significant activities is shared with partners, and therefore are accounted for under the equity method.

DTE Energy owns a 55% interest in SGG, which owns and operates midstream natural gas assets. SGG has contracts through which certain construction risk is designed to pass-through to the customers, with DTE Energy retaining operational and customer default risk. SGG is a VIE with DTE Energy as the primary beneficiary. See Note 4 to the Consolidated Financial Statements, " Acquisition ," for more information.

The Registrants hold variable interests in NEXUS, including a 50% ownership interest. NEXUS is a joint venture which is in the process of constructing a 255-mile pipeline to transport Utica and Marcellus shale gas to Ohio, Michigan, and Ontario market centers. NEXUS is a VIE as it has insufficient equity at risk to finance its activities. The Registrants are not the primary beneficiaries, as the power to direct significant activities is shared between the owners of the equity interests. DTE Energy accounts for NEXUS under the equity method.

The Registrants hold ownership interests in certain limited partnerships. The limited partnerships include investment funds which support regional development and economic growth, as well as, an operational business providing energy-related products. These entities are generally VIEs as a result of certain characteristics of the limited partnership voting rights. The ownership interests are accounted for under the equity method as the Registrants are not the primary beneficiaries.

DTE Energy has variable interests in VIEs through certain of its long-term purchase and sale contracts. DTE Electric has variable interests in VIEs through certain of its long-term purchase contracts. As of September 30, 2017 , the carrying amount of assets and liabilities in DTE Energy's Consolidated Statements of Financial Position that relate to its variable interests under long-term purchase and sale contracts are predominantly related to working capital accounts and generally represent the amounts owed by or to DTE Energy for the deliveries associated with the current billing cycle under the contracts. As of September 30, 2017 , the carrying amount of assets and liabilities in DTE Electric's Consolidated Statements of Financial Position that relate to its variable interests under long-term purchase contracts are predominantly related to working capital accounts and generally represent the amounts owed by DTE Electric for the deliveries associated with the current billing cycle under the contracts. The Registrants have not provided any significant form of financial support associated with these long-term contracts. There is no significant potential exposure to loss as a result of DTE Energy's variable interests through these long-term purchase and sale contracts. In addition, there is no significant potential exposure to loss as a result of DTE Electric's variable interests through these long-term purchase contracts.

DTE Energy Company — DTE Electric Company

Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)

The maximum risk exposure for consolidated VIEs is reflected on the Registrants' Consolidated Statements of Financial Position and in Note 11 to the Consolidated Financial Statements, " Commitments and Contingencies ," related to the REF guarantees and indemnities. For non-consolidated VIEs, the maximum risk exposure of the Registrants is generally limited to their investment, notes receivable, future funding commitments, and amounts which DTE Energy has guaranteed. See Note 11 to the Consolidated Financial Statements, " Commitments and Contingencies ," for further discussion of the NEXUS guarantee arrangements.

The following table summarizes the major Consolidated Statements of Financial Position items for consolidated VIEs as of September 30, 2017 and December 31, 2016 . All assets and liabilities of a consolidated VIE are presented where it has been determined that a consolidated VIE has either (1) assets that can be used only to settle obligations of the VIE or (2) liabilities for which creditors do not have recourse to the general credit of the primary beneficiary. VIEs, in which DTE Energy holds a majority voting interest and is the primary beneficiary, that meet the definition of a business and whose assets can be used for purposes other than the settlement of the VIE's obligations have been excluded from the table below.



	September 30, 2017						December 31, 2016
	SGG ^(a)		Other		Total		SGG ^(a)		Other		Total
	(In millions)
ASSETS
Cash and cash equivalents	$	31	$	13	$	44	$	36	$	27	$	63
Restricted cash	—		8		8		—		7		7
Accounts receivable	11		30		41		8		34		42
Inventories	3		84		87		3		112		115
Property, plant, and equipment, net	397		70		467		398		76		474
Goodwill	25		—		25		17		—		17
Intangible assets	576		—		576		586		—		586
Other current and long-term assets	1		—		1		1		1		2
	$	1,044	$	205	$	1,249	$	1,049	$	257	$	1,306

LIABILITIES
Accounts payable and accrued current liabilities	$	26	$	29	$	55	$	19	$	32	$	51
Current portion long-term debt, including capital leases	—		3		3		—		5		5
Mortgage bonds, notes, and other	—		2		2		—		5		5
Other current and long-term liabilities	1		15		16		2		15		17
	$	27	$	49	$	76	$	21	$	57	$	78

_____________________________________

(a) Amounts shown are 100% of SGG's assets and liabilities, of which DTE Energy owns 55% .

Amounts for DTE Energy's non-consolidated VIEs are as follows:



	September 30, 2017		December 31, 2016
	(In millions)
Investments in equity method investees	$	716	$	509
Notes receivable	$	17	$	15
Future funding commitments	$	688	$	692

DTE Energy Company — DTE Electric Company

Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

Other Income

The following is a summary of DTE Energy's Other income:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
	(In millions)
Equity earnings of equity method investees	$	26	$	14	$	77	$	49
Income from REF entities	20		20		60		59
Gains from trading securities	6		5		19		15
Allowance for equity funds used during construction	5		5		17		15
Contract services	9		5		17		16
Other	8		2		14		6
	$	74	$	51	$	204	$	160

The following is a summary of DTE Electric's Other income:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
	(In millions)
Gains from trading securities allocated from DTE Energy	$	6	$	5	$	19	$	15
Contract services	9		5		18		16
Allowance for equity funds used during construction	4		4		14		13
Equity earnings of equity method investees	—		—		1		1
Other	2		1		5		3
	$	21	$	15	$	57	$	48

Changes in Accumulated Other Comprehensive Income (Loss)

For the three and nine months ended September 30, 2017 and 2016 , reclassifications out of Accumulated other comprehensive income (loss) for the Registrants were not material. Changes in Accumulated other comprehensive income (loss) are presented in DTE Energy's Consolidated Statements of Changes in Equity and DTE Electric's Consolidated Statements of Changes in Shareholder's Equity.

Income Taxes

The effective tax rate of the Registrants are as follows:



	Effective Tax Rate
	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
DTE Energy	22	%	25	%	22	%	25	%
DTE Electric	35	%	35	%	35	%	36	%

The 3% decrease in DTE Energy's effective tax rate for the three months ended September 30, 2017 was primarily due to higher forecasted production tax credits in 2017 . The 3% decrease in DTE Energy's effective tax rate for the nine months ended September 30, 2017 was primarily due to higher forecasted production tax credits in 2017 and $13 million of excess tax benefits on stock-based compensation recognized in accordance with ASU 2016-09, Improvements to Employee Share-Based Payment Accounting , which was adopted effective July 1, 2016.

DTE Energy Company — DTE Electric Company

Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)

DTE Energy's total amount of unrecognized tax benefits as of September 30, 2017 and December 31, 2016 was $10 million . The amount, if recognized, that would favorably impact DTE Energy's effective tax rate as of September 30, 2017 and December 31, 2016 was $6 million and $7 million , respectively. DTE Electric's total amount of unrecognized tax benefits as of September 30, 2017 and December 31, 2016 was $13 million , of which $8 million , if recognized, would favorably impact its effective tax rate. The Registrants do not anticipate any material changes to the unrecognized tax benefits in the next twelve months.

DTE Electric had income tax receivables with DTE Energy of $9 million at September 30, 2017 and December 31, 2016 .

Unrecognized Compensation Costs

As of September 30, 2017 , DTE Energy had $71 million of total unrecognized compensation cost related to non-vested stock incentive plan arrangements. That cost is expected to be recognized over a weighted-average period of 1.35 years .

Allocated Stock-Based Compensation

DTE Electric received an allocation of costs from DTE Energy associated with stock-based compensation of $10 million and $7 million for the three months ended September 30, 2017 and 2016, respectively , while such allocation was $28 million and $26 million for the nine months ended September 30, 2017 and 2016, respectively .

NOTE 3 — NEW ACCOUNTING PRONOUNCEMENTS

Recently Adopted Pronouncements

In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330), Simplifying the Measurement of Inventory . The ASU replaces the current lower of cost or market test with a lower of cost or net realizable value test when cost is determined on a first-in, first-out or average cost basis. The standard is effective for public entities for annual reporting periods beginning after December 15, 2016, and interim periods therein. It was applied prospectively. The Registrants adopted this ASU at January 1, 2017. The adoption of the ASU did not have a significant impact on the Registrants' Consolidated Financial Statements.

Recently Issued Pronouncements

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), as amended . The objectives of this ASU are to improve upon revenue recognition requirements by providing a single comprehensive model to determine the measurement of revenue and timing of recognition. The core principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. This ASU also requires expanded qualitative and quantitative disclosures regarding the nature, amount, timing, and uncertainty of revenues and cash flows arising from contracts with customers. The standard is to be applied retrospectively. The Registrants will adopt the standard effective January 1, 2018 using the modified retrospective approach. The Registrants are finalizing the assessment of the impact of the ASU, as amended, on their Consolidated Financial Statements. The ASU is not expected to significantly affect the Registrants' results of operations. The Registrants will continue to evaluate the impact of the ASU on existing revenue recognition policies and procedures. Industry-related issues being vetted through the final stages of the American Institute of Certified Public Accountants' Power and Utilities Industry Task Force process will continue to be monitored. The ASU will result in additional disclosures for revenue compared to the current guidance. Accordingly, the Registrants are evaluating information that would be useful for users of the Consolidated Financial Statements.

DTE Energy Company — DTE Electric Company

Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), a replacement of Leases (Topic 840) . This guidance requires a lessee to account for leases as finance or operating leases. Both types of leases will result in the lessee recognizing a right-of-use asset and a corresponding lease liability on its balance sheet, with differing methodology for income statement recognition. For lessors, the standard modifies the classification criteria and the accounting for sales-type and direct financing leases. Entities will classify leases to determine how to recognize lease-related revenue and expense. This standard is effective for public entities for fiscal years, and interim periods within those years, beginning after December 15, 2018, and early adoption is permitted. The Registrants do not plan to early adopt the standard. A modified retrospective approach is required for leases existing or entered into after the beginning of the earliest comparative period in the Consolidated Financial Statements, with certain practical expedients permitted. The Registrants expect an increase in assets and liabilities, however, they are currently assessing the impact of this ASU on their Consolidated Financial Statements. This assessment includes monitoring unresolved utility industry implementation guidance. The Registrants have conducted outreach activities across their lines of business and have begun implementation of a third-party software tool that will assist with the initial adoption and ongoing compliance.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . The amendments in this update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. Entities will apply the new guidance as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The ASU is effective for the Registrants beginning after December 15, 2019, and interim periods therein. Early adoption is permitted. The Registrants are currently assessing the impact of this standard on their Consolidated Financial Statements.

In March 2017, the FASB issued ASU No. 2017-07, Compensation — Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The amendments in this update require that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside income from operations. The amendments in this update also allow only the service cost component to be eligible for capitalization when applicable. The standard will be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic postretirement benefit cost in the income statement and prospectively for the capitalization of the service cost component of net periodic pension cost and net periodic postretirement benefit in assets. The ASU is effective for the Registrants for fiscal years, and interim periods within those years, beginning after December 15, 2017, and early adoption is permitted. The Registrants will adopt the standard effective January 1, 2018. The components of net periodic benefit costs (credits) for pension benefits and other postretirement benefits are disclosed in Note 12 to the Consolidated Financial Statements, " Retirement Benefits and Trusteed Assets ." The ASU will not have a significant impact on the Registrants' Consolidated Financial Statements.

NOTE 4 — ACQUISITION

Gas Storage and Pipelines Acquisition

Effective October 1, 2016 , DTE Energy closed on the purchase of midstream natural gas assets in support of the strategy to continue to grow and earn competitive returns for shareholders. DTE Energy purchased 100% of AGS, located in Pennsylvania and West Virginia, and 40% of SGG, located in West Virginia, from M3 Midstream. In addition, DTE Energy purchased 15% of SGG from Vega Energy Partners, resulting in 55% total ownership of SGG by DTE Energy.

Consideration transferred for the entities acquired was approximately $1.2 billion paid in cash and the assumption of SGG debt of $204 million . The $204 million of debt was comprised of DTE Energy's 55% interest in SGG of $112 million and 45% related to noncontrolling interest partners of $92 million . The acquisition was financed through the issuance of equity units and senior notes. These entities are part of DTE Energy's Gas Storage and Pipelines segment which owns and manages a network of natural gas gathering, transmission, and storage facilities servicing the Midwest, Ontario, and Northeast markets. SGG has been deemed to be a VIE, and DTE Energy is the primary beneficiary. Thus, SGG's assets and liabilities are included in DTE Energy's Consolidated Statements of Financial Position. See Note 1 to the Consolidated Financial Statements, " Organization and Basis of Presentation ," for more information.

DTE Energy Company — DTE Electric Company

Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)

DTE Energy applied purchase accounting to the acquired entities. The excess purchase price over the fair value of net assets acquired was classified as goodwill. September 30, 2017 marked the expiration of the one-year period from the acquisition to revise the fair value of assets acquired and liabilities assumed. As of September 30, 2017 , the final working capital adjustments and certain indemnification claims were settled. The settlements and final revisions to the purchase price allocation resulted in purchase accounting adjustments of approximately $7 million of additional goodwill. The factors contributing to the recognition of goodwill were based on various strategic benefits that are expected to be realized from the AGS and SGG acquisition. The acquisition provides DTE Energy with a platform for midstream growth and access to further investment opportunities in the Appalachian basin, an additional connection to the NEXUS Pipeline which should drive incremental volumes on the NEXUS Pipeline, and a new set of producer relationships that may lead to more partnering opportunities. The goodwill is expected to be deductible for income tax purposes.

The final allocation of the purchase price was based on estimated fair values of the AGS and SGG assets acquired and liabilities assumed at the date of acquisition, October 1, 2016 . The components of the final purchase price allocation, inclusive of purchase accounting adjustments, are as follows:



	(In millions)
Assets
Cash	$	83
Accounts receivable	24
Inventory	6
Property, plant, and equipment, net	719
Goodwill	275
Customer relationship intangibles	770
Other current assets	1
	$	1,878
Liabilities
Accounts payable	$	19
Other current liabilities	11
Long-term debt	204
Other long-term liabilities	20
	$	254
Less: Noncontrolling interest	392
Total cash consideration	$	1,232

The intangible assets recorded as a result of the acquisition pertain to existing customer relationships, which were valued at approximately $770 million as of the acquisition date. The fair value of the intangible assets acquired was estimated by applying the income approach. The income approach was based upon discounted projected future cash flows attributable to the existing contracts and agreements. The fair value measurement was based on significant unobservable inputs, including management estimates and assumptions, and thus represents a Level 3 measurement, pursuant to the applicable accounting guidance. Key estimates and inputs included revenue and expense projections and discount rates based on the risks associated with the entities. The intangible assets are amortized on a straight-line basis over a period of 40 years , which is based on the number of years the assets are expected to economically contribute to the business. The expected economic benefit incorporates existing customer contracts with a weighted-average amortization life of 10 years and expected renewal rates, based on the estimated volume and production lives of gas resources in the region.

The fair value of the noncontrolling interest in the table above was derived based on the purchase price DTE Energy paid for the 55% interest in SGG.

DTE Energy evaluated pre-acquisition contingencies relating to the purchase that existed as of the acquisition date. Based on the evaluation, DTE Energy determined that $30 million of certain pre-acquisition contingencies, related to repairing existing rights-of-way, were probable in nature and estimable as of the acquisition date. Accordingly, DTE Energy recorded its best estimates for these contingencies as part of purchase accounting, which are included in the Other current and long-term liabilities in the purchase price allocation table above.

DTE Energy Company — DTE Electric Company

Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)

DTE Energy incurred $15 million of direct transaction costs for the year ended December 31, 2016. These costs were primarily related to advisory fees and included in Operation and maintenance in DTE Energy's 2016 Consolidated Statements of Operations.

DTE Energy's 2016 Consolidated Statements of Operations included Operating Revenues — Non-utility operations of $39 million and Net Income of $4 million associated with the acquired entities for the three-month period following the acquisition date, excluding the $15 million transaction costs described above. The pro forma financial information was not presented for DTE Energy because the effects of the acquisition were not material to the Consolidated Statements of Operations.

NOTE 5 — REGULATORY MATTERS

2016 Electric Rate Case Filing

DTE Electric filed a rate case with the MPSC on February 1, 2016 requesting an increase in base rates of $344 million based on a projected twelve-month period ending July 31, 2017. On August 1, 2016, DTE Electric self-implemented a base rate increase of $245 million . On January 31, 2017, the MPSC issued an order approving an annual revenue increase of $184 million for service rendered on or after February 7, 2017. The MPSC authorized a return on equity of 10.1% . On April 28, 2017, DTE Electric filed to refund its customers their pro-rata share of the revenue collected through the self-implementation surcharge in effect from August 1, 2016 through February 7, 2017. On September 15, 2017, the MPSC approved a settlement authorizing DTE Electric to refund its customers $38.5 million of the self-implementation surcharge during the months of October through December 2017. DTE has recorded a refund liability for the settlement as of September 30, 2017.

2017 Electric Rate Case Filing

DTE Electric filed a rate case with the MPSC on April 19, 2017 requesting an increase in base rates of $231 million based on a projected twelve-month period ending October 31, 2018. The requested increase in base rates is primarily due to an increase in net plant resulting from infrastructure investments, environmental compliance, and reliability improvement projects. The rate filing also includes projected changes in sales, operation and maintenance expenses, and working capital. The rate filing also requests an increase in return on equity from 10.1% to 10.5% . To mitigate the impact to its customers resulting from ASU No. 2017-07, Compensation — Retirement Benefits (Topic 715), DTE Electric suggested regulatory accounting treatment for the pension and postretirement cost components previously included as capital overhead. If the MPSC adopts DTE Electric's suggestion, the rate request will be reduced. For further discussion of ASU No. 2017-07, see Note 3 to the Consolidated Financial Statements, " New Accounting Pronouncements ." On September 8, 2017, DTE Electric filed an application with the MPSC for a $125 million self-implemented base rate increase effective November 1, 2017. A final MPSC order in this case is expected by April 2018.

PSCR Proceedings

The PSCR process is designed to allow DTE Electric to recover all of its power supply costs if incurred under reasonable and prudent policies and practices. DTE Electric's power supply costs include fuel and related transportation costs, purchased and net interchange power costs, NOx and SO ₂ emission allowances costs, urea costs, transmission costs, MISO, and other related costs. The MPSC reviews these costs, policies, and practices for prudence in annual plan and reconciliation filings.

2015 PSCR Year — In March 2016, DTE Electric filed its 2015 PSCR reconciliation that included the recovery of approximately $13 million of costs related to the pass through of a billing adjustment associated with a previous MPSC ordered customer refund. On July 12, 2017, the MPSC issued an order that disallowed recovery of this 2015 PSCR billing adjustment pass through of approximately $16 million , inclusive of interest. DTE Electric recorded the impact of the disallowance in the second quarter of 2017 and filed a claim of appeal with the Michigan Court of Appeals in August 2017.

DTE Energy Company — DTE Electric Company

Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)

Certificate of Necessity

On July 31, 2017, DTE Electric filed a request for authority to build a 1,100 megawatt natural gas fueled combined cycle generation facility at DTE Electric's Belle River Power Plant. DTE Electric requested the MPSC to issue three CONs for the following: (1) power supplied by the proposed project is needed, (2) the size, fuel type, and other design characteristics of the proposed project represent the most reasonable and prudent means of meeting the power need, and (3) the estimated capital costs of $989 million for the proposed project will be recoverable in rates from DTE Electric's customers. DTE Electric also reserved the right to revise, amend, or otherwise change the relief it is requesting in any way appropriate, including updating of the cost estimate within the 150 days of the filing date. DTE Electric expects an order in this proceeding from the MPSC by April 28, 2018.

NOTE 6 — EARNINGS PER SHARE

Basic earnings per share is calculated by dividing the net income, adjusted for income allocated to participating securities, by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflect the dilution that would occur if any potentially dilutive instruments were exercised or converted into common shares. DTE Energy’s participating securities are restricted shares under the stock incentive program that contain rights to receive non-forfeitable dividends. Equity units, performance shares, and stock options do not receive cash dividends; as such, these awards are not considered participating securities.

The following is a reconciliation of DTE Energy's basic and diluted income per share calculation:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
	(In millions, except per share amounts)
Basic Earnings per Share
Net Income Attributable to DTE Energy Company	$	270	$	338	$	847	$	737
Less: Allocation of earnings to net restricted stock awards	1		—		2		1
Net income available to common shareholders — basic	$	269	$	338	$	845	$	736

Average number of common shares outstanding	179		179		179		179
Basic Earnings per Common Share	$	1.51	$	1.88	$	4.72	$	4.10

Diluted Earnings per Share
Net Income Attributable to DTE Energy Company	$	270	$	338	$	847	$	737
Less: Allocation of earnings to net restricted stock awards	1		—		2		1
Net income available to common shareholders — diluted	$	269	$	338	$	845	$	736

Average number of common shares outstanding	179		179		179		179
Incremental shares attributable to:
Average dilutive performance share awards and stock options ^(a)	—		1		—		1
Average number of common shares outstanding — diluted	179		180		179		180
Diluted Earnings per Common Share	$	1.51	$	1.88	$	4.72	$	4.10

_______________________________________


(a)	The 2016 equity units are potentially dilutive securities but were excluded from the calculation of diluted EPS for the three and nine months ended September 30, 2017 , as the dilutive stock price threshold was not met.

DTE Energy Company — DTE Electric Company

Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)

NOTE 7 — FAIR VALUE

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in a principal or most advantageous market. Fair value is a market-based measurement that is determined based on inputs, which refer broadly to assumptions that market participants use in pricing assets or liabilities. These inputs can be readily observable, market corroborated, or generally unobservable inputs. The Registrants make certain assumptions they believe that market participants would use in pricing assets or liabilities, including assumptions about risk, and the risks inherent in the inputs to valuation techniques. Credit risk of the Registrants and their counterparties is incorporated in the valuation of assets and liabilities through the use of credit reserves, the impact of which was immaterial at September 30, 2017 and December 31, 2016 . The Registrants believe they use valuation techniques that maximize the use of observable market-based inputs and minimize the use of unobservable inputs.

A fair value hierarchy has been established that prioritizes the inputs to valuation techniques used to measure fair value in three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). In some cases, the inputs used to measure fair value might fall in different levels of the fair value hierarchy. All assets and liabilities are required to be classified in their entirety based on the lowest level of input that is significant to the fair value measurement in its entirety. Assessing the significance of a particular input may require judgment considering factors specific to the asset or liability, and may affect the valuation of the asset or liability and its placement within the fair value hierarchy. The Registrants classify fair value balances based on the fair value hierarchy defined as follows:


•	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.

DTE Energy Company — DTE Electric Company

Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)

The following table presents assets and liabilities for DTE Energy measured and recorded at fair value on a recurring basis:



	September 30, 2017															December 31, 2016
	Level 1			Level 2			Level 3			Netting ^(a)			Net Balance			Level 1			Level 2			Level 3			Netting ^(a)			Net Balance
	(In millions)
Assets:
Cash equivalents ^(b)	$	16		$	3		$	—		$	—		$	19		$	14		$	3		$	—		$	—		$	17
Nuclear decommissioning trusts ^(c)
Equity securities	949			—			—			—			949			887			—			—			—			887
Fixed income securities	10			474			—			—			484			11			414			—			—			425
Cash equivalents	6			—			—			—			6			8			—			—			—			8
Other investments ^(d)
Equity securities	120			—			—			—			120			104			—			—			—			104
Fixed income securities	63			—			—			—			63			58			—			—			—			58
Cash equivalents	4			—			—			—			4			3			—			—			—			3
Derivative assets
Commodity Contracts
Natural Gas	64			104			62			(151		)	79			216			79			53			(306		)	42
Electricity	—			155			47			(148		)	54			—			154			39			(157		)	36
Other	—			—			4			—			4			—			—			2			—			2
Foreign currency exchange contracts	—			3			—			(2		)	1			—			6			—			(5		)	1
Total derivative assets	64			262			113			(301		)	138			216			239			94			(468		)	81
Total	$	1,232		$	739		$	113		$	(301	)	$	1,783		$	1,301		$	656		$	94		$	(468	)	$	1,583
Liabilities:
Derivative liabilities
Commodity Contracts
Natural Gas	$	(64	)	$	(76	)	$	(64	)	$	151		$	(53	)	$	(226	)	$	(86	)	$	(149	)	$	321		$	(140	)
Electricity	—			(159		)	(40		)	164			(35		)	—			(159		)	(30		)	163			(26		)
Other	—			—			(2		)	2			—			—			—			(3		)	2			(1		)
Foreign currency exchange contracts	—			(4		)	—			2			(2		)	—			(3		)	—			3			—
Total derivative liabilities	(64		)	(239		)	(106		)	319			(90		)	(226		)	(248		)	(182		)	489			(167		)
Total	$	(64	)	$	(239	)	$	(106	)	$	319		$	(90	)	$	(226	)	$	(248	)	$	(182	)	$	489		$	(167	)
Net Assets (Liabilities) at end of period	$	1,168		$	500		$	7		$	18		$	1,693		$	1,075		$	408		$	(88	)	$	21		$	1,416
Assets:
Current	$	65		$	194		$	61		$	(225	)	$	95		$	205		$	199		$	60		$	(400	)	$	64
Noncurrent	1,167			545			52			(76		)	1,688			1,096			457			34			(68		)	1,519
Total Assets	$	1,232		$	739		$	113		$	(301	)	$	1,783		$	1,301		$	656		$	94		$	(468	)	$	1,583
Liabilities:
Current	$	(60	)	$	(183	)	$	(54	)	$	255		$	(42	)	$	(203	)	$	(211	)	$	(79	)	$	424		$	(69	)
Noncurrent	(4		)	(56		)	(52		)	64			(48		)	(23		)	(37		)	(103		)	65			(98		)
Total Liabilities	$	(64	)	$	(239	)	$	(106	)	$	319		$	(90	)	$	(226	)	$	(248	)	$	(182	)	$	489		$	(167	)
Net Assets (Liabilities) at end of period	$	1,168		$	500		$	7		$	18		$	1,693		$	1,075		$	408		$	(88	)	$	21		$	1,416

_______________________________________


(a)	Amounts represent the impact of master netting agreements that allow DTE Energy to net gain and loss positions and cash collateral held or placed with the same counterparties.

(b)

At September 30, 2017 , available-for-sale securities of $19 million , included $8 million and $11 million of cash equivalents included in Restricted cash and Other investments on DTE Energy's Consolidated Statements of Financial Position, respectively. At December 31, 2016 , available-for-sale securities of $17 million , included $7 million and $10 million of cash equivalents included in Restricted cash and Other investments on DTE Energy's Consolidated Statements of Financial Position, respectively.


(c)	At September 30, 2017 , the Nuclear Decommissioning Master Trust had outstanding commitments to invest in private equity investments of approximately $25 million . These commitments will be funded by existing nuclear decommissioning trust funds.


(d)	Excludes cash surrender value of life insurance investments.

DTE Energy Company — DTE Electric Company

Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)

The following table presents assets for DTE Electric measured and recorded at fair value on a recurring basis as of:



	September 30, 2017								December 31, 2016
	Level 1		Level 2		Level 3		Net Balance		Level 1		Level 2		Level 3		Net Balance
	(In millions)
Assets:
Cash equivalents ^(a)	$	8	$	3	$	—	$	11	$	8	$	3	$	—	$	11
Nuclear decommissioning trusts ^(b)
Equity securities	949		—		—		949		887		—		—		887
Fixed income securities	10		474		—		484		11		414		—		425
Cash equivalents	6		—		—		6		8		—		—		8
Other investments
Equity securities	10		—		—		10		9		—		—		9
Derivative assets — FTRs	—		—		4		4		—		—		2		2
Total	$	983	$	477	$	4	$	1,464	$	923	$	417	$	2	$	1,342

Assets:
Current	$	8	$	3	$	4	$	15	$	8	$	3	$	2	$	13
Noncurrent	975		474		—		1,449		915		414		—		1,329
Total Assets	$	983	$	477	$	4	$	1,464	$	923	$	417	$	2	$	1,342

_______________________________________


(a)	At September 30, 2017 and December 31, 2016 , available-for-sale securities of $11 million consisted of cash equivalents included in Other investments on DTE Electric's Consolidated Statements of Financial Position.


(b)	At September 30, 2017 , the Nuclear Decommissioning Master Trust had outstanding commitments to invest in private equity investments of approximately $25 million . These commitments will be funded by existing nuclear decommissioning trust funds.

Cash Equivalents

Cash equivalents include investments with maturities of three months or less when purchased. The cash equivalents shown in the fair value table are comprised of short-term investments and money market funds.

Nuclear Decommissioning Trusts and Other Investments

The nuclear decommissioning trusts and other investments hold debt and equity securities directly and indirectly through institutional mutual funds and commingled funds. Exchange-traded debt and equity securities held directly are valued using quoted market prices in actively traded markets. Non-exchange-traded fixed income securities are valued based upon quotations available from brokers or pricing services. The institutional mutual funds hold exchange-traded equity or debt securities (exchange and non-exchange traded) and are valued based on publicly available NAVs. A primary price source is identified by asset type, class, or issue for each security. The trustee monitors prices supplied by pricing services and may use a supplemental price source or change the primary price source of a given security if the trustee determines that another price source is considered to be preferable. The Registrants have obtained an understanding of how these prices are derived, including the nature and observability of the inputs used in deriving such prices. Additionally, the Registrants selectively corroborate the fair value of securities by comparison of market-based price sources. Investment policies and procedures are determined by DTE Energy's Trust Investments Department which reports to DTE Energy's Vice President and Treasurer.

DTE Energy Company — DTE Electric Company

Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)

Derivative Assets and Liabilities

Derivative assets and liabilities are comprised of physical and financial derivative contracts, including futures, forwards, options, and swaps that are both exchange-traded and over-the-counter traded contracts. Various inputs are used to value derivatives depending on the type of contract and availability of market data. Exchange-traded derivative contracts are valued using quoted prices in active markets. The Registrants consider the following criteria in determining whether a market is considered active: frequency in which pricing information is updated, variability in pricing between sources or over time, and the availability of public information. Other derivative contracts are valued based upon a variety of inputs including commodity market prices, broker quotes, interest rates, credit ratings, default rates, market-based seasonality, and basis differential factors. The Registrants monitor the prices that are supplied by brokers and pricing services and may use a supplemental price source or change the primary price source of an index if prices become unavailable or another price source is determined to be more representative of fair value. The Registrants have obtained an understanding of how these prices are derived. Additionally, the Registrants selectively corroborate the fair value of their transactions by comparison of market-based price sources. Mathematical valuation models are used for derivatives for which external market data is not readily observable, such as contracts which extend beyond the actively traded reporting period. The Registrants have established a Risk Management Committee whose responsibilities include directly or indirectly ensuring all valuation methods are applied in accordance with predefined policies. The development and maintenance of the Registrants' forward price curves has been assigned to DTE Energy's Risk Management Department, which is separate and distinct from the trading functions within DTE Energy.

The following tables present the fair value reconciliation of Level 3 assets and liabilities measured at fair value on a recurring basis for DTE Energy:



	Three Months Ended September 30, 2017												Three Months Ended September 30, 2016
	Natural Gas			Electricity			Other			Total			Natural Gas			Electricity			Other			Total
	(In millions)
Net Assets (Liabilities) as of June 30	$	(17	)	$	6		$	5		$	(6	)	$	(62	)	$	(6	)	$	(1	)	$	(69	)
Transfers into Level 3 from Level 2	—			—			—			—			—			—			—			—
Transfers from Level 3 into Level 2	—			—			—			—			(1		)	—			—			(1		)
Total gains (losses)
Included in earnings	(8		)	33			1			26			(65		)	24			—			(41		)
Recorded in Regulatory liabilities	—			—			2			2			—			—			2			2
Purchases, issuances, and settlements
Settlements	23			(32		)	(6		)	(15		)	28			(24		)	(2		)	2
Net Assets (Liabilities) as of September 30	$	(2	)	$	7		$	2		$	7		$	(100	)	$	(6	)	$	(1	)	$	(107	)
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 September 30, 2017 and 2016 and reflected in Operating Revenues — Non-utility operations and Fuel, purchased power, and gas — non-utility in DTE Energy's Consolidated Statements of Operations	$	(8	)	$	18		$	1		$	11		$	(50	)	$	6		$	—		$	(44	)

DTE Energy Company — DTE Electric Company

Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)



	Nine Months Ended September 30, 2017												Nine Months Ended September 30, 2016
	Natural Gas			Electricity			Other			Total			Natural Gas			Electricity			Other			Total
	(In millions)
Net Assets (Liabilities) as of December 31	$	(96	)	$	9		$	(1	)	$	(88	)	$	(5	)	$	6		$	(5	)	$	(4	)
Transfers into Level 3 from Level 2	—			—			—			—			—			—			—			—
Transfers from Level 3 into Level 2	—			—			—			—			—			—			—			—
Total gains (losses)
Included in earnings	38			45			1			84			(123		)	(22		)	1			(144		)
Recorded in Regulatory liabilities	—			—			15			15			—			—			6			6
Purchases, issuances, and settlements
Issuances	—			—			—			—			—			1			—			1
Settlements	56			(47		)	(13		)	(4		)	28			9			(3		)	34
Net Assets (Liabilities) as of September 30	$	(2	)	$	7		$	2		$	7		$	(100	)	$	(6	)	$	(1	)	$	(107	)
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 September 30, 2017 and 2016 and reflected in Operating Revenues — Non-utility operations and Fuel, purchased power, and gas — non-utility in DTE Energy's Consolidated Statements of Operations	$	8		$	35		$	—		$	43		$	(165	)	$	(1	)	$	2		$	(164	)

The following table presents the fair value reconciliation of Level 3 assets and liabilities measured at fair value on a recurring basis for DTE Electric:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
	(In millions)
Net Assets as of beginning of period	$	8		$	4		$	2		$	3
Change in fair value recorded in Regulatory liabilities	2			2			15			6
Purchases, issuances, and settlements
Settlements	(6		)	(3		)	(13		)	(6		)
Net Assets as of September 30	$	4		$	3		$	4		$	3
The amount of total gains (losses) included in Regulatory liabilities attributed to the change in unrealized gains (losses) related to assets held at September 30, 2017 and 2016 and reflected in DTE Electric's Consolidated Statements of Financial Position	$	1		$	1		$	4		$	3

Derivatives are transferred between levels primarily due to changes in the source data used to construct price curves as a result of changes in market liquidity. Transfers in and transfers out are reflected as if they had occurred at the beginning of the period.

There were no transfers between Levels 1 and 2 for the Registrants during the three and nine months ended September 30, 2017 and 2016 , and there were no transfers from or into Level 3 for DTE Electric during the same periods.

The following tables present the unobservable inputs related to DTE Energy's Level 3 assets and liabilities:



	September 30, 2017
Commodity Contracts	Derivative Assets		Derivative Liabilities			Valuation Techniques	Unobservable Input	Range							Weighted Average
	(In millions)
Natural Gas	$	62	$	(64	)	Discounted Cash Flow	Forward basis price (per MMBtu)	$	(1.92	)	—	$	6.36	/MMBtu	$	(0.03	)/MMBtu
Electricity	$	47	$	(40	)	Discounted Cash Flow	Forward basis price (per MWh)	$	(10	)	—	$	7	/MWh	$	1	/MWh

DTE Energy Company — DTE Electric Company

Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)



	December 31, 2016
Commodity Contracts	Derivative Assets		Derivative Liabilities			Valuation Techniques	Unobservable Input	Range							Weighted Average
	(In millions)
Natural Gas	$	53	$	(149	)	Discounted Cash Flow	Forward basis price (per MMBtu)	$	(1.00	)	—	$	7.90	/MMBtu	$	(0.05	)/MMBtu
Electricity	$	39	$	(30	)	Discounted Cash Flow	Forward basis price (per MWh)	$	(6	)	—	$	12	/MWh	$	1	/MWh

The unobservable inputs used in the fair value measurement of the electricity and natural gas commodity types consist of inputs that are less observable due in part to lack of available broker quotes, supported by little, if any, market activity at the measurement date or are based on internally developed models. Certain basis prices (i.e., the difference in pricing between two locations) included in the valuation of natural gas and electricity contracts were deemed unobservable.

The inputs listed above would have a direct impact on the fair values of the above security types if they were adjusted. A significant increase (decrease) in the basis price would result in a higher (lower) fair value for long positions, with offsetting impacts to short positions.

Fair Value of Financial Instruments

The fair value of financial instruments included in the table below is determined by using quoted market prices when available. When quoted prices are not available, pricing services may be used to determine the fair value with reference to observable interest rate indexes. The Registrants have obtained an understanding of how the fair values are derived. The Registrants also selectively corroborate the fair value of their transactions by comparison of market-based price sources. Discounted cash flow analyses based upon estimated current borrowing rates are also used to determine fair value when quoted market prices are not available. The fair values of notes receivable, excluding capital leases, and notes payable are generally estimated using discounted cash flow techniques that incorporate market interest rates as well as assumptions about the remaining life of the loans and credit risk. Depending on the information available, other valuation techniques may be used that rely on internal assumptions and models. Valuation policies and procedures for the Registrants are determined by DTE Energy's Treasury Department which reports to DTE Energy's Vice President and Treasurer and DTE Energy's Controller's Department which reports to DTE Energy's Vice President and Controller.

The following table presents the carrying amount and fair value of financial instruments for DTE Energy:



	September 30, 2017								December 31, 2016
	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	$	36	$	—	$	—	$	36	$	36	$	—	$	—	$	36
Dividends payable	$	148	$	148	$	—	$	—	$	148	$	148	$	—	$	—
Short-term borrowings	$	659	$	—	$	659	$	—	$	499	$	—	$	499	$	—
Notes payable — Other ^(a)	$	16	$	—	$	—	$	16	$	17	$	—	$	—	$	17
Long-term debt ^(b)	$	11,897	$	1,554	$	10,522	$	744	$	11,270	$	1,465	$	9,384	$	1,056

_______________________________________


(a)	Included in Current Liabilities — Other and Other Liabilities — Other on DTE Energy's Consolidated Statements of Financial Position.


(b)	Includes debt due within one year , unamortized debt discounts, premiums, and issuance costs. Excludes Capital lease obligations.

DTE Energy Company — DTE Electric Company

Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)

The following table presents the carrying amount and fair value of financial instruments for DTE Electric:



	September 30, 2017								December 31, 2016
	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
Short-term borrowings — affiliates	$	66	$	—	$	—	$	66	$	117	$	—	$	—	$	117
Short-term borrowings — other	$	311	$	—	$	311	$	—	$	62	$	—	$	62	$	—
Notes payable — Other ^(a)	$	5	$	—	$	—	$	5	$	6	$	—	$	—	$	6
Long-term debt ^(b)	$	6,016	$	—	$	6,395	$	163	$	5,878	$	—	$	6,026	$	264

_______________________________________


(a)	Included in Current Liabilities — Other and Other Liabilities — Other on DTE Electric's Consolidated Statements of Financial Position.


(b)	Includes debt due within one year , unamortized debt discounts, and issuance costs. Excludes Capital lease obligations.

For further fair value information on financial and derivative instruments, see Note 8 to the Consolidated Financial Statements, " Financial and Other Derivative Instruments ."

Nuclear Decommissioning Trust Funds

DTE Electric has a legal obligation to decommission its nuclear power plants following the expiration of its operating licenses. This obligation is reflected as an Asset retirement obligation on DTE Electric's Consolidated Statements of Financial Position. Rates approved by the MPSC provide for the recovery of decommissioning costs of Fermi 2 and the disposal of low-level radioactive waste.

The following table summarizes DTE Electric's fair value of the nuclear decommissioning trust fund assets:



	September 30, 2017		December 31, 2016
	(In millions)
Fermi 2	$	1,423	$	1,291
Fermi 1	3		3
Low-level radioactive waste	13		26
Total	$	1,439	$	1,320

The costs of securities sold are determined on the basis of specific identification. The following table sets forth DTE Electric's gains and losses and proceeds from the sale of securities by the nuclear decommissioning trust funds:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
	(In millions)
Realized gains	$	14		$	13		$	63		$	59
Realized losses	$	(7	)	$	(8	)	$	(23	)	$	(48	)
Proceeds from sale of securities	$	246		$	394		$	951		$	1,135

Realized gains and losses from the sale of securities for Fermi 2 are recorded to the Regulatory asset and Nuclear decommissioning liability. Realized gains and losses from the sale of securities for low-level radioactive waste funds are recorded to the Nuclear decommissioning liability.

DTE Energy Company — DTE Electric Company

Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)

The following table sets forth DTE Electric's fair value and unrealized gains and losses for the nuclear decommissioning trust funds:



	September 30, 2017							December 31, 2016
	Fair Value		Unrealized Gains		Unrealized Losses			Fair Value		Unrealized Gains		Unrealized Losses
	(In millions)
Equity securities	$	949	$	287	$	(34	)	$	887	$	222	$	(46	)
Fixed income securities	484		14		(2		)	425		11		(5		)
Cash equivalents	6		—		—			8		—		—
	$	1,439	$	301	$	(36	)	$	1,320	$	233	$	(51	)

The following table summarizes the fair value of the fixed income securities held in nuclear decommissioning trust funds by contractual maturity:



	September 30, 2017
	(In millions)
Due within one year	$	15
Due after one through five years	100
Due after five through ten years	111
Due after ten years	258
	$	484

Securities held in the Nuclear decommissioning trust funds are classified as available-for-sale. As DTE Electric does not have the ability to hold impaired investments for a period of time sufficient to allow for the anticipated recovery of market value, all unrealized losses are considered to be other-than-temporary impairments.

Unrealized losses incurred by the Fermi 2 trust are recognized as a Regulatory asset and Nuclear decommissioning liability. Unrealized losses on the low-level radioactive waste funds are recognized as a Nuclear decommissioning liability.

Other Securities

At September 30, 2017 and December 31, 2016 , the Registrants' securities were comprised primarily of money market and equity securities. There were no unrealized losses on available-for-sale securities which were reclassified out of Other comprehensive income (loss) and realized into Net Income for DTE Energy or DTE Electric during the three and nine months ended September 30, 2017 and 2016 . For the three months ended September 30, 2017 and 2016 , gains related to trading securities held at September 30, 2017 and 2016 were $6 million and $5 million , respectively, for the Registrants. For the nine months ended September 30, 2017 and 2016 , gains related to trading securities held at September 30, 2017 and 2016 were $19 million and $15 million , respectively, for the Registrants. The trading gains or losses related to the Rabbi Trust assets, included in Other investments at DTE Energy, are allocated from DTE Energy to DTE Electric.

NOTE 8 — FINANCIAL AND OTHER DERIVATIVE INSTRUMENTS

The Registrants recognize all derivatives at their fair value as Derivative assets or liabilities on their respective Consolidated Statements of Financial Position unless they qualify for certain scope exceptions, including the normal purchases and normal sales exception. Further, derivatives that qualify and are designated for hedge accounting are classified as either hedges of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (cash flow hedge); or as hedges of the fair value of a recognized asset or liability or of an unrecognized firm commitment (fair value hedge). For cash flow hedges, the portion of the derivative gain or loss that is effective in offsetting the change in the value of the underlying exposure is deferred in Accumulated other comprehensive income (loss) and later reclassified into earnings when the underlying transaction occurs. Gains or losses from the ineffective portion of cash flow hedges are recognized in earnings immediately. For fair value hedges, changes in fair values for the derivative and hedged item are recognized in earnings each period. For derivatives that do not qualify or are not designated for hedge accounting, changes in fair value are recognized in earnings each period.

DTE Energy Company — DTE Electric Company

Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)

The Registrants’ primary market risk exposure is associated with commodity prices, credit, and interest rates. The Registrants have risk management policies to monitor and manage market risks. The Registrants use derivative instruments to manage some of the exposure. DTE Energy uses derivative instruments for trading purposes in its Energy Trading segment. Contracts classified as derivative instruments include electricity, natural gas, oil, certain coal forwards, futures, options, swaps, and foreign currency exchange contracts. Items not classified as derivatives include natural gas inventory, pipeline transportation contracts, renewable energy credits, and natural gas storage assets.

DTE Electric — DTE Electric generates, purchases, distributes, and sells electricity. DTE Electric uses forward energy contracts to manage changes in the price of electricity and fuel. Substantially all of these contracts meet the normal purchases and normal sales exception and are therefore accounted for under the accrual method. Other derivative contracts are MTM and recoverable through the PSCR mechanism when settled. This results in the deferral of unrealized gains and losses as Regulatory assets or liabilities until realized.

DTE Gas — DTE Gas purchases, stores, transports, distributes, and sells natural gas, and sells storage and transportation capacity. DTE Gas has fixed-priced contracts for portions of its expected natural gas supply requirements through March 2020. Substantially all of these contracts meet the normal purchases and normal sales exception and are therefore accounted for under the accrual method. DTE Gas may also sell forward transportation and storage capacity contracts. Forward transportation and storage contracts are generally not derivatives and are therefore accounted for under the accrual method.

Gas Storage and Pipelines — This segment is primarily engaged in services related to the gathering, transportation, and storage of natural gas. Primarily fixed-priced contracts are used in the marketing and management of transportation and storage services. Generally, these contracts are not derivatives and are therefore accounted for under the accrual method.

Power and Industrial Projects — This segment manages and operates energy and pulverized coal projects, a coke battery, reduced emissions fuel projects, landfill gas recovery, and power generation assets. Primarily fixed-price contracts are used in the marketing and management of the segment assets. These contracts are generally not derivatives and are therefore accounted for under the accrual method.

Energy Trading — Commodity Price Risk — Energy Trading markets and trades electricity, natural gas physical products, and energy financial instruments, and provides energy and asset management services utilizing energy commodity derivative instruments. Forwards, futures, options, and swap agreements are used to manage exposure to the risk of market price and volume fluctuations in its operations. These derivatives are accounted for by recording changes in fair value to earnings unless hedge accounting criteria are met.

Energy Trading — Foreign Currency Exchange Risk — Energy Trading has foreign currency exchange forward contracts to economically hedge fixed Canadian dollar commitments existing under natural gas and power purchase and sale contracts and natural gas transportation contracts. Energy Trading enters into these contracts to mitigate price volatility with respect to fluctuations of the Canadian dollar relative to the U.S. dollar. These derivatives are accounted for by recording changes in fair value to earnings unless hedge accounting criteria are met.

Corporate and Other — Interest Rate Risk — DTE Energy may use interest rate swaps, treasury locks, and other derivatives to hedge the risk associated with interest rate market volatility.

Credit Risk — DTE Energy maintains credit policies that significantly minimize overall credit risk. These policies include an evaluation of potential customers’ and counterparties’ financial condition, including the viability of underlying productive assets, credit rating, collateral requirements, or other credit enhancements such as letters of credit or guarantees. DTE Energy generally uses standardized agreements that allow the netting of positive and negative transactions associated with a single counterparty. DTE Energy maintains a provision for credit losses based on factors surrounding the credit risk of its customers, historical trends, and other information. Based on DTE Energy's credit policies and its September 30, 2017 provision for credit losses, DTE Energy’s exposure to counterparty nonperformance is not expected to have a material adverse effect on DTE Energy's Consolidated Financial Statements.

DTE Energy Company — DTE Electric Company

Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)

Derivative Activities

DTE Energy manages its MTM risk on a portfolio basis based upon the delivery period of its contracts and the individual components of the risks within each contract. Accordingly, it records and manages the energy purchase and sale obligations under its contracts in separate components based on the commodity (e.g. electricity or natural gas), the product (e.g. electricity for delivery during peak or off-peak hours), the delivery location (e.g. by region), the risk profile (e.g. forward or option), and the delivery period (e.g. by month and year). The following describes the categories of activities represented by their operating characteristics and key risks:

•

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.

The following table presents the fair value of derivative instruments for DTE Energy:



	September 30, 2017					December 31, 2016
	Derivative Assets		Derivative Liabilities			Derivative Assets		Derivative Liabilities
	(In millions)
Derivatives not designated as hedging instruments
Commodity Contracts
Natural Gas	$	230	$	(204	)	$	348	$	(461	)
Electricity	202		(199		)	193		(189		)
Other	4		(2		)	2		(3		)
Foreign currency exchange contracts	3		(4		)	6		(3		)
Total derivatives not designated as hedging instruments	$	439	$	(409	)	$	549	$	(656	)

Current	$	301	$	(297	)	$	447	$	(493	)
Noncurrent	138		(112		)	102		(163		)
Total derivatives	$	439	$	(409	)	$	549	$	(656	)

The following table presents the fair value of derivative instruments for DTE Electric:



	September 30, 2017		December 31, 2016
	(In millions)
FTRs — Other current assets	$	4	$	2
Total derivatives not designated as hedging instrument	$	4	$	2

DTE Energy Company — DTE Electric Company

Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)

Certain of DTE Energy's derivative positions are subject to netting arrangements which provide for offsetting of asset and liability positions as well as related cash collateral. Such netting arrangements generally do not have restrictions. Under such netting arrangements, DTE Energy offsets the fair value of derivative instruments with cash collateral received or paid for those contracts executed with the same counterparty, which reduces DTE Energy's Total Assets and Liabilities. Cash collateral is allocated between the fair value of derivative instruments and customer accounts receivable and payable with the same counterparty on a pro-rata basis to the extent there is exposure. Any cash collateral remaining, after the exposure is netted to zero, is reflected in Accounts receivable and Accounts payable as collateral paid or received, respectively.

DTE Energy also provides and receives collateral in the form of letters of credit which can be offset against net Derivative assets and liabilities as well as Accounts receivable and payable. DTE Energy had issued letters of credit of approximately $2 million outstanding at September 30, 2017 and December 31, 2016 , which could be used to offset net Derivative liabilities. Letters of credit received from third parties which could be used to offset net Derivative assets were $3 million and $2 million at September 30, 2017 and December 31, 2016 , respectively. Such balances of letters of credit are excluded from the tables below and are not netted with the recognized assets and liabilities in DTE Energy's Consolidated Statements of Financial Position.

For contracts with certain clearing agents, the fair value of derivative instruments is netted against realized positions with the net balance reflected as either 1) a Derivative asset or liability or 2) an Account receivable or payable. Other than certain clearing agents, Accounts receivable and Accounts payable that are subject to netting arrangements have not been offset against the fair value of Derivative assets and liabilities.

For DTE Energy, the total cash collateral posted, net of cash collateral received, was $42 million and $34 million as of September 30, 2017 and December 31, 2016 , respectively. DTE Energy had $12 million of cash collateral related to unrealized positions to net against Derivative assets while Derivative liabilities are shown net of cash collateral of $30 million as of September 30, 2017 . DTE Energy had $7 million of cash collateral related to unrealized positions to net against Derivative assets while Derivative liabilities are shown net of cash collateral of $28 million as of December 31, 2016 . DTE Energy recorded cash collateral paid of $25 million and cash collateral received of $1 million not related to unrealized derivative positions as of September 30, 2017 . DTE Energy recorded cash collateral paid of $18 million and cash collateral received of $5 million not related to unrealized derivative positions as of December 31, 2016 . These amounts are included in Accounts receivable and Accounts payable and are recorded net by counterparty.

The following table presents the netting offsets of Derivative assets and liabilities for DTE Energy:



	September 30, 2017									December 31, 2016
	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	$	230		$	(151	)	$	79		$	348		$	(306	)	$	42
Electricity	202			(148		)	54			193			(157		)	36
Other	4			—			4			2			—			2
Foreign currency exchange contracts	3			(2		)	1			6			(5		)	1
Total derivative assets	$	439		$	(301	)	$	138		$	549		$	(468	)	$	81

Derivative liabilities
Commodity Contracts
Natural Gas	$	(204	)	$	151		$	(53	)	$	(461	)	$	321		$	(140	)
Electricity	(199		)	164			(35		)	(189		)	163			(26		)
Other	(2		)	2			—			(3		)	2			(1		)
Foreign currency exchange contracts	(4		)	2			(2		)	(3		)	3			—
Total derivative liabilities	$	(409	)	$	319		$	(90	)	$	(656	)	$	489		$	(167	)

DTE Energy Company — DTE Electric Company

Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)

The following table presents the netting offsets of Derivative assets and liabilities showing the reconciliation of derivative instruments to DTE Energy's Consolidated Statements of Financial Position:



	September 30, 2017												December 31, 2016
	Derivative Assets						Derivative Liabilities						Derivative Assets						Derivative Liabilities
	Current			Noncurrent			Current			Noncurrent			Current			Noncurrent			Current			Noncurrent
	(In millions)
Total fair value of derivatives	$	301		$	138		$	(297	)	$	(112	)	$	447		$	102		$	(493	)	$	(163	)
Counterparty netting	(225		)	(64		)	225			64			(396		)	(65		)	396			65
Collateral adjustment	—			(12		)	30			—			(4		)	(3		)	28			—
Total derivatives as reported	$	76		$	62		$	(42	)	$	(48	)	$	47		$	34		$	(69	)	$	(98	)

The effect of derivatives not designated as hedging instruments on DTE Energy's Consolidated Statements of Operations is as follows:



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 September 30,						Gain (Loss) Recognized in Income on Derivatives for the Nine Months Ended September 30,
Derivatives not Designated as Hedging Instruments	Location of Gain (Loss) Recognized in Income on Derivatives	2017			2016			2017			2016
		(In millions)
Commodity Contracts
Natural Gas	Operating Revenues — Non-utility operations	$	(14	)	$	16		$	63		$	(70	)
Natural Gas	Fuel, purchased power, and gas — non-utility	10			(59		)	56			(27		)
Electricity	Operating Revenues — Non-utility operations	33			23			39			18
Other	Operating Revenues — Non-utility operations	2			1			1			(1		)
Foreign currency exchange contracts	Operating Revenues — Non-utility operations	(2		)	—			(3		)	(4		)
Total		$	29		$	(19	)	$	156		$	(84	)

Revenues and energy costs related to trading contracts are presented on a net basis in DTE Energy's Consolidated Statements of Operations. Commodity derivatives used for trading purposes, and financial non-trading commodity derivatives, are accounted for using the MTM method with unrealized and realized gains and losses recorded in Operating Revenues — Non-utility operations. Non-trading physical commodity sale and purchase derivative contracts are generally accounted for using the MTM method with unrealized and realized gains and losses for sales recorded in Operating Revenues — Non-utility operations and purchases recorded in Fuel, purchased power, and gas — non-utility.

The following represents the cumulative gross volume of DTE Energy's derivative contracts outstanding as of September 30, 2017 :



Commodity		Number of Units
Natural Gas (MMBtu)		1,751,191,598
Electricity (MWh)		28,924,416
Foreign Currency Exchange (Canadian dollars)		89,049,511

Various subsidiaries of DTE Energy have entered into contracts which contain ratings triggers and are guaranteed by DTE Energy. These contracts contain provisions which allow the counterparties to require that DTE Energy post cash or letters of credit as collateral in the event that DTE Energy’s credit rating is downgraded below investment grade. Certain of these provisions (known as “hard triggers”) state specific circumstances under which DTE Energy can be required to post collateral upon the occurrence of a credit downgrade, while other provisions (known as “soft triggers”) are not as specific. For contracts with soft triggers, it is difficult to estimate the amount of collateral which may be requested by counterparties and/or which DTE Energy may ultimately be required to post. The amount of such collateral which could be requested fluctuates based on commodity prices (primarily natural gas, power, and coal) and the provisions and maturities of the underlying transactions. As of September 30, 2017 , DTE Energy's contractual obligation to post collateral in the form of cash or letters of credit in the event of a downgrade to below investment grade, under both hard trigger and soft trigger provisions, was approximately $470 million .

DTE Energy Company — DTE Electric Company

Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)

As of September 30, 2017 , DTE Energy had approximately $339 million of derivatives in net liability positions, for which hard triggers exist. There is no collateral that has been posted against such liabilities, including cash and letters of credit. Associated derivative net asset positions for which contractual offset exists were approximately $276 million . The net remaining amount of approximately $63 million is derived from the $470 million noted above.

NOTE 9 — LONG-TERM DEBT

Debt Issuances

In 2017 , the following debt was issued:



Company	Month	Type	Interest Rate	Maturity	Amount
					(In millions)
DTE Energy	March	Senior Notes ^(a)	3.80%	2027	$	500
DTE Electric	August	General and Refunding Mortgage Bonds ^(b)	3.75%	2047	440
DTE Gas	September	First Mortgage Bonds ^(a)	3.08%	2029	40
DTE Gas	September	First Mortgage Bonds ^(a)	3.75%	2047	40
					$	1,020

_______________________________________


(a)	Proceeds were used for repayment of short-term borrowings and general corporate purposes.


(b)	Proceeds were used to repay $300 million of DTE Electric's 2008 series G 5.60% Senior Notes due on June 15, 2018, for the repayment of short-term borrowings and general corporate purposes.

Debt Redemptions

In 2017 , the following debt was redeemed:

Company

Month

Type

Interest Rate

Maturity

Amount

(In millions)

DTE Electric

August

Senior Notes

5.60%

2018

300

DTE Energy

September

Secured Note ^(a)

7.29%

2029

DTE Energy

Various

Other Long-Term Debt

Various

2017

385

_______________________________________


(a)	DTE Energy's Gas Storage and Pipelines segment recognized a $16 million net loss on extinguishment of debt associated with early repayment, consisting of $20 million of early redemption premiums and $4 million of unamortized debt premiums. The loss is reflected in Other (Income) and Deductions — Interest Expense on the Consolidated Statements of Operations.

NOTE 10 — SHORT-TERM CREDIT ARRANGEMENTS AND BORROWINGS

DTE Energy, DTE Electric, and DTE Gas have unsecured revolving credit agreements that can be used for general corporate borrowings, but are intended to provide liquidity support for each of the companies’ commercial paper programs. Borrowings under the revolvers are available at prevailing short-term interest rates. Additionally, DTE Energy has other facilities to support letter of credit issuance.

The agreements require DTE Energy, DTE Electric, and DTE Gas to maintain a total funded debt to capitalization ratio of no more than 0.65 to 1. In the agreements, “total funded debt” means all indebtedness of each respective company and their consolidated subsidiaries, including capital lease obligations, hedge agreements, and guarantees of third parties’ debt, but excluding contingent obligations, nonrecourse and junior subordinated debt, and certain equity-linked securities and, except for calculations at the end of the second quarter, certain DTE Gas short-term debt. “Capitalization” means the sum of (a) total funded debt plus (b) “consolidated net worth,” which is equal to consolidated total equity of each respective company and their consolidated subsidiaries (excluding pension effects under certain FASB statements), as determined in accordance with accounting principles generally accepted in the United States of America. At September 30, 2017 , the total funded debt to total capitalization ratios for DTE Energy, DTE Electric, and DTE Gas were 0.54 to 1, 0.51 to 1, and 0.48 to 1, respectively, and were in compliance with this financial covenant.

DTE Energy Company — DTE Electric Company

Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)

The availability under the facilities in place at September 30, 2017 is shown in the following table:



	DTE Energy		DTE Electric		DTE Gas		Total
	(In millions)
Unsecured letter of credit facility, expiring in February 2019	$	150	$	—	$	—	$	150
Unsecured letter of credit facility, expiring in September 2019 ^(a)	70		—		—		70
Unsecured revolving credit facility, expiring April 2022	1,200		400		300		1,900
	1,420		400		300		2,120
Amounts outstanding at September 30, 2017
Commercial paper issuances	98		311		250		659
Letters of credit	132		—		—		132
	230		311		250		791
Net availability at September 30, 2017	$	1,190	$	89	$	50	$	1,329

_______________________________________


(a)	In August 2017, DTE Energy amended its $70 million letter of credit facility. The facility's maturity date was extended from September 2017 to September 2019.

DTE Energy has approximately $17 million of other outstanding letters of credit which are used for various corporate purposes and are not included in the facilities described above.

In conjunction with maintaining certain exchange traded risk management positions, DTE Energy may be required to post collateral with its clearing agent. DTE Energy has a demand financing agreement for up to $100 million with its clearing agent. The agreement, as amended, also allows for up to $50 million of additional margin financing provided that DTE Energy posts a letter of credit for the incremental amount and allows the right of setoff with posted collateral. At September 30, 2017 , the capacity under this facility was $100 million . The amount outstanding under this agreement was $32 million and $50 million at September 30, 2017 and December 31, 2016 , respectively, and was fully offset by the posted collateral.

NOTE 11 — COMMITMENTS AND CONTINGENCIES

Environmental

DTE Electric

Air — DTE Electric is subject to the EPA ozone and fine particulate transport and acid rain regulations that limit power plant emissions of SO ₂ and NOx. The EPA and the State of Michigan have also issued emission reduction regulations relating to ozone, fine particulate, regional haze, mercury, and other air pollution. These rules have led to controls on fossil-fueled power plants to reduce NOx, SO ₂ , mercury, and other emissions. Additional rulemakings may occur over the next few years which could require additional controls for SO ₂ , NOx, and other hazardous air pollutants.

The Cross State Air Pollution Rule (CSAPR), required further reductions of SO ₂ and NOx emissions beginning in January 2015. On September 7, 2016, the EPA finalized an update to the CSAPR ozone season program by issuing the CSAPR Update Rule. This rule is expected to reduce summertime (May-September) NOx emissions from power plants in 22 states in the eastern half of the U.S., including DTE Electric facilities. The CSAPR Update Rule is intended to reduce air quality impacts of the interstate transport of air pollution on downwind areas' ability to meet the 2008 ozone National Ambient Air Quality Standards implementing power sector emission budgets and NOx allowance trading programs. DTE Electric expects to meet its obligations under CSAPR. DTE Electric does not expect this rule to have a material effect on its compliance program.

The EPA proposed revised air quality standards for ground level ozone in November 2014 and specifically requested comments on the form and level of the ozone standards. The standards were finalized in October 2015. The State of Michigan recommended to the EPA in October 2016 which areas of the state are not attaining the new standard. The Registrants expect the EPA to designate areas as either attainment or non-attainment with the 2015 ozone standards in the fourth quarter of 2017. DTE Electric cannot predict the financial impact of the revised ozone standards at this time.

DTE Energy Company — DTE Electric Company

Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)

In July 2009, DTE Energy received a NOV/FOV from the EPA alleging, among other things, that five DTE Electric power plants violated New Source Performance standards, Prevention of Significant Deterioration requirements, and operating permit requirements under the Clean Air Act. In June 2010, the EPA issued a NOV/FOV making similar allegations related to a project and outage at Unit 2 of the Monroe Power Plant. In March 2013, DTE Energy received a supplemental NOV from the EPA relating to the July 2009 NOV/FOV. The supplemental NOV alleged additional violations relating to the New Source Review provisions under the Clean Air Act, among other things.

In August 2010, the U.S. Department of Justice, at the request of the EPA, brought a civil suit in the U.S. District Court for the Eastern District of Michigan against DTE Energy and DTE Electric, related to the June 2010 NOV/FOV and the outage work performed at Unit 2 of the Monroe Power Plant. In August 2011, the U.S. District Court judge granted DTE Energy's motion for summary judgment in the civil case, dismissing the case and entering judgment in favor of DTE Energy and DTE Electric. In October 2011, the EPA filed a Notice of Appeal to the Court of Appeals for the Sixth Circuit. In March 2013, the Court of Appeals remanded the case to the U.S. District Court for review of the procedural component of the New Source Review notification requirements. In September 2013, the EPA filed a motion seeking leave to amend their complaint regarding the June 2010 NOV/FOV adding additional claims related to outage work performed at the Trenton Channel and Belle River Power Plants as well as additional claims related to work performed at the Monroe Power Plant. In March 2014, the U.S. District Court judge again granted DTE Energy's motion for summary judgment dismissing the civil case related to Monroe Unit 2. In April 2014, the U.S. District Court judge granted motions filed by the EPA and the Sierra Club to amend their New Source Review complaint adding additional claims for Monroe Units 1, 2, and 3, Belle River Units 1 and 2, and Trenton Channel Unit 9. In October 2014, the EPA and the U.S. Department of Justice filed a notice of appeal of the U.S. District Court judge's dismissal of the Monroe Unit 2 case. The amended New Source Review claims were all stayed pending resolution of the appeal by the Court of Appeals for the Sixth Circuit. Oral arguments before the Sixth Circuit occurred in December 2015. On January 10, 2017, a divided panel of the Court reversed the decision of the U.S. District Court. On February 24, 2017, DTE Energy and DTE Electric filed a petition with the Sixth Circuit Court for a rehearing and a rehearing en banc, which was denied on May 1, 2017. On May 8, 2017, DTE Energy and DTE Electric filed a motion to stay the mandate pending filing of a petition for writ of certiorari with the U.S. Supreme Court. The Sixth Circuit granted the motion on May 16, 2017, staying the claims in district court until the U.S. Supreme Court disposes of the case. DTE Electric and DTE Energy filed a petition for writ of certiorari on July 31, 2017. Responses to the petition are due November 1, 2017.

The Registrants believe that the plants and generating units identified by the EPA and the Sierra Club have complied with all applicable federal environmental regulations. Depending upon the outcome of the litigation and further discussions with the EPA regarding the two NOVs/FOVs, DTE Electric could be required to install additional pollution control equipment at some or all of the power plants in question, implement early retirement of facilities where control equipment is not economical, engage in supplemental environmental programs, and/or pay fines. The Registrants cannot predict the financial impact or outcome of this matter, or the timing of its resolution.

The EPA has implemented regulatory actions under the Clean Air Act to address emissions of GHGs from the utility sector and other sectors of the economy. Among these actions, the EPA finalized performance standards for emissions of carbon dioxide from new and existing EGUs. The carbon standards for new sources are not expected to have a material impact on DTE Electric, since DTE Electric has no plans to build new coal-fired generation and any potential new gas generation will be able to comply with the standards. In February 2016, the U.S. Supreme Court granted petitioners' requests for a stay of the carbon rules for existing EGUs (also known as the EPA Clean Power Plan) pending final review by the courts. The Clean Power Plan has no legal effect while the stay is in place. On March 28, 2017, a presidential executive order was issued on "Promoting Energy Independence and Economic Growth." The order instructs the EPA to review, and if appropriate, suspend, revise or rescind the Clean Power Plan rule. Additionally, federal agencies have been directed to conduct a review of all existing regulations that potentially burden the development and use of domestically produced energy resources. Following the issuance of this order, the federal government requested the U.S. Court of Appeals for the D.C. Circuit to hold all legal challenges in abeyance until the review of these regulations is completed. On October 10, 2017, the EPA proposed to rescind the Clean Power Plan and announced its intent to issue an ANPR seeking input as to whether it should replace the rule and, if so, what form it should take. It is not possible to determine the potential impact of the EPA Clean Power Plan on existing sources at this time.

Pending or future legislation or other regulatory actions could have a material impact on DTE Electric's operations and financial position and the rates charged to its customers. Impacts include expenditures for environmental equipment beyond what is currently planned, financing costs related to additional capital expenditures, the purchase of emission credits from market sources, higher costs of purchased power, and the retirement of facilities where control equipment is not economical. DTE Electric would seek to recover these incremental costs through increased rates charged to its utility customers, as authorized by the MPSC.

DTE Energy Company — DTE Electric Company

Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)

To comply with air pollution requirements, DTE Electric spent approximately $2.4 billion through 2016 . DTE Electric does not anticipate additional capital expenditures through 2023 .

Water — In response to an EPA regulation, DTE Electric was required to examine alternatives for reducing the environmental impacts of the cooling water intake structures at several of its facilities. Based on the results of completed studies and expected future studies, DTE Electric may be required to install technologies to reduce the impacts of the water intake structures. A final rule became effective in October 2015. The final rule requires studies to be completed by April 2018 to determine the type of technology needed to reduce impacts to fish. DTE Electric has initiated the process of completing the required studies. Final compliance for the installation of any required technology will be determined by each state on a case by case, site specific basis. DTE Electric is currently evaluating the compliance options and working with the State of Michigan on evaluating whether any controls are needed. These evaluations/studies may require modifications to some existing intake structures. It is not possible to quantify the impact of this rulemaking at this time.

Contaminated and Other Sites — Prior to the construction of major interstate natural gas pipelines, gas for heating and other uses was manufactured locally from processes involving coal, coke, or oil. The facilities, which produced gas, have been designated as MGP sites. DTE Electric conducted remedial investigations at contaminated sites, including three former MGP sites. The investigations have revealed contamination related to the by-products of gas manufacturing at each MGP site. In addition to the MGP sites, DTE Electric is also in the process of cleaning up other contaminated sites, including the area surrounding an ash landfill, electrical distribution substations, electric generating power plants, and underground and aboveground storage tank locations. The findings of these investigations indicated that the estimated cost to remediate these sites is expected to be incurred over the next several years. At September 30, 2017 and December 31, 2016 , DTE Electric had $8 million accrued for remediation. Any change in assumptions, such as remediation techniques, nature and extent of contamination, and regulatory requirements, could impact the estimate of remedial action costs for the sites and affect DTE Electric’s financial position and cash flows. DTE Electric believes the likelihood of a material change to the accrued amount is remote based on current knowledge of the conditions at each site.

Coal Combustion Residuals and Effluent Limitations Guidelines — A final EPA rule for the disposal of CCR, commonly known as coal ash, became effective in October 2015, and was revised in October 2016. In September 2017, the EPA indicated that it intends to reconsider certain provisions of the CCR Rule, but the nature and timing of such a reconsideration is unknown. DTE Electric owns and operates three permitted engineered coal ash storage facilities to dispose of coal ash from coal-fired power plants and operates a number of smaller impoundments at its power plants. CCR obligations vary based on plant life, but include the installation of monitoring wells, compliance with groundwater standards, and the closure of landfills and basins at the end of the useful life of the associated power plant or as a basin becomes inactive.

In November 2015, the EPA finalized the ELG Rule for the steam electric power generating industry which may require additional controls to be installed between 2018 and 2023. Compliance schedules for individual facilities and individual waste streams are determined through issuance of new wastewater permits by the State of Michigan. The State of Michigan has issued a National Pollutant Discharge Elimination System permit for the Belle River Power Plant establishing a compliance deadline of December 31, 2021. No new permits have been issued for other facilities, consequently no compliance timelines have been established. Under the current rule, certain ELG requirements would be required to be performed in conjunction with the CCR. Over the next six years, to comply with the ELG requirements of the November 2015 rules and for CCR requirements, costs associated with the building of new facilities or installation of controls are estimated to be approximately $311 million .

On April 12, 2017, the EPA granted a petition for reconsideration of the ELG Rule. The EPA also signed an administrative stay of the ELG Rule’s compliance deadlines for fly ash transport water, bottom ash transport water, and flue gas desulfurization (FGD) wastewater, among others. On June 6, 2017, the EPA published in the Federal Register a proposed rule to postpone certain applicable deadlines within the ELG rule. The final rule was published on September 18, 2017, which extended the earliest compliance deadlines for the FGD wastewater and bottom ash transport until November 1, 2020 in order for the EPA to propose and finalize a new ruling. The ELG compliance requirements, final deadlines, and compliance costs will not be known until the EPA completes its reconsideration of the ELG Rule.

DTE Energy Company — DTE Electric Company

Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)

DTE Gas

Contaminated and Other Sites — DTE Gas owns or previously owned, 14 former MGP sites. Investigations have revealed contamination related to the by-products of gas manufacturing at each site. Cleanup of six of the MGP sites is complete, and the sites are closed. DTE Gas has also completed partial closure of six additional sites. Cleanup activities associated with the remaining sites will continue over the next several years. The MPSC has established a cost deferral and rate recovery mechanism for investigation and remediation costs incurred at former MGP sites. In addition to the MGP sites, DTE Gas is also in the process of cleaning up other contaminated sites, including gate stations, gas pipeline releases, and underground storage tank locations. As of September 30, 2017 and December 31, 2016 , DTE Gas had $41 million and $43 million accrued for remediation, respectively. Any change in assumptions, such as remediation techniques, nature and extent of contamination, and regulatory requirements, could impact the estimate of remedial action costs for the sites and affect DTE Gas' financial position and cash flows. DTE Gas anticipates the cost amortization methodology approved by the MPSC, which allows for amortization of the MGP costs over a ten -year period beginning with the year subsequent to the year the MGP costs were incurred, will prevent environmental costs from having a material adverse impact on DTE Gas' results of operations.

Non-utility

DTE Energy's non-utility businesses are subject to a number of environmental laws and regulations dealing with the protection of the environment from various pollutants.

Other

In 2010, the EPA finalized a new one -hour SO ₂ ambient air quality standard that requires states to submit plans and associated timelines for non-attainment areas that demonstrate attainment with the new SO ₂ standard in phases. Phase 1 addresses non-attainment areas designated based on ambient monitoring data. Phase 2 addresses non-attainment areas with large sources of SO ₂ and modeled concentrations exceeding the National Ambient Air Quality Standards for SO ₂ . Phase 3 addresses smaller sources of SO ₂ with modeled or monitored exceedances of the new SO ₂ standard.

Michigan's Phase 1 non-attainment area includes DTE Energy facilities in southwest Detroit and areas of Wayne County. Modeling runs by the MDEQ suggest that emission reductions may be required by significant sources of SO ₂ emissions in these areas, including DTE Electric power plants and DTE Energy's Michigan coke battery facility. As part of the state implementation plan process, DTE Energy has worked with the MDEQ to develop air permits reflecting significant SO ₂ emission reductions that, in combination with other non-DTE Energy sources' emission reduction strategies, will help the state attain the standard and sustain its attainment. Since several non-DTE Energy sources are also part of the proposed compliance plan, DTE Energy is unable to determine the full impact of the final required emissions reductions at this time.

Michigan's Phase 2 non-attainment area includes DTE Electric facilities in St. Clair County. State implementation plans (SIPs) for Phase 2 areas describing the control strategy and timeline for demonstrating compliance with the new SO ₂ standard are due to the EPA by April 2018. DTE Energy is currently working with the MDEQ to develop the required SIP. DTE Energy is unable to determine the full impact of the SIP strategy, as it is currently under development.

Synthetic Fuel Guarantees

DTE Energy discontinued the operations of its synthetic fuel production facilities throughout the United States as of December 31, 2007. DTE Energy provided certain guarantees and indemnities in conjunction with the sales of interests in its synfuel facilities. The guarantees cover potential commercial, environmental, oil price, and tax-related obligations that will survive until 90 days after expiration of all applicable statutes of limitations. DTE Energy estimates that its maximum potential liability under these guarantees at September 30, 2017 was approximately $620 million . Payment under these guarantees is considered remote.

REF Guarantees

DTE Energy has provided certain guarantees and indemnities in conjunction with the sales of interests in or lease of its REF facilities. The guarantees cover potential commercial, environmental, and tax-related obligations that will survive until 90 days after expiration of all applicable statutes of limitations. DTE Energy estimates that its maximum potential liability under these guarantees at September 30, 2017 was approximately $364 million . Payment under these guarantees is considered remote.

DTE Energy Company — DTE Electric Company

Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)

NEXUS Guarantees

NEXUS entered into certain 15 -year capacity lease agreements for the transportation of natural gas with DTE Gas and Texas Eastern Transmission, LP, an unrelated third party. Pursuant to the terms of those agreements, in December 2016, DTE Energy executed separate guarantee agreements with DTE Gas and Texas Eastern Transmission, LP, with maximum potential payments totaling $75 million and $9 million at September 30, 2017 , respectively; each representing 50% of all payment obligations due and payable by NEXUS. Should NEXUS fail to perform under the terms of those agreements, DTE Energy is required to perform on its behalf. Each guarantee terminates at the earlier of (i) such time as all of the guaranteed obligations have been fully performed, or (ii) two months following the end of the primary term of the capacity lease agreements. Subsequent to the NEXUS in-service date, the amount of each guarantee decreases annually as payments are made by NEXUS to each of the aforementioned counterparties. Payments under these guarantees are considered remote.

Other Guarantees

In certain limited circumstances, the Registrants enter into contractual guarantees. The Registrants may guarantee another entity’s obligation in the event it fails to perform and may provide guarantees in certain indemnification agreements. Finally, the Registrants may provide indirect guarantees for the indebtedness of others. DTE Energy’s guarantees are not individually material with maximum potential payments totaling $55 million at September 30, 2017 . Payment under these guarantees is considered remote.

DTE Energy is periodically required to obtain performance surety bonds in support of obligations to various governmental entities and other companies in connection with its operations. As of September 30, 2017 , DTE Energy had approximately $57 million of performance bonds outstanding. In the event that such bonds are called for nonperformance, DTE Energy would be obligated to reimburse the issuer of the performance bond. DTE Energy is released from the performance bonds as the contractual performance is completed and does not believe that a material amount of any currently outstanding performance bonds will be called.

Labor Contracts

There are several bargaining units for DTE Energy's approximately 4,800 represented employees, including DTE Electric's approximately 2,600 represented employees. The majority of the represented employees are under contracts that expire in 2020 and 2021.

Purchase Commitments

Utility capital expenditures, expenditures for non-utility businesses, and contributions to equity method investees will be approximately $2.5 billion and $1.5 billion in 2017 for DTE Energy and DTE Electric, respectively. The Registrants have made certain commitments in connection with these estimated 2017 expenditures and contributions to equity method investees.

Other Contingencies

The Registrants are involved in certain other legal, regulatory, administrative, and environmental proceedings before various courts, arbitration panels, and governmental agencies concerning claims arising in the ordinary course of business. These proceedings include certain contract disputes, additional environmental reviews and investigations, audits, inquiries from various regulators, and pending judicial matters. The Registrants cannot predict the final disposition of such proceedings. The Registrants regularly review legal matters and record provisions for claims that they can estimate and are considered probable of loss. The resolution of these pending proceedings is not expected to have a material effect on the Registrants' Consolidated Financial Statements in the periods they are resolved.

For a discussion of contingencies related to regulatory matters and derivatives, see Notes 5 and 8 to the Consolidated Financial Statements, " Regulatory Matters ," and " Financial and Other Derivative Instruments ," respectively.

DTE Energy Company — DTE Electric Company

Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)

NOTE 12 — RETIREMENT BENEFITS AND TRUSTEED ASSETS

The following tables detail the components of net periodic benefit costs (credits) for pension benefits and other postretirement benefits for DTE Energy:



	Pension Benefits						Other Postretirement Benefits
	2017			2016			2017			2016
Three Months Ended September 30,	(In millions)
Service cost	$	22		$	23		$	7		$	7
Interest cost	53			55			18			20
Expected return on plan assets	(78		)	(77		)	(33		)	(33		)
Amortization of:
Net actuarial loss	46			43			3			6
Prior service cost (credit)	1			—			(3		)	(29		)
Net periodic benefit cost (credit)	$	44		$	44		$	(8	)	$	(29	)



	Pension Benefits						Other Postretirement Benefits
	2017			2016			2017			2016
Nine Months Ended September 30,	(In millions)
Service cost	$	69		$	69		$	20		$	20
Interest cost	160			164			55			60
Expected return on plan assets	(233		)	(232		)	(98		)	(97		)
Amortization of:
Net actuarial loss	132			124			10			22
Prior service cost (credit)	1			—			(10		)	(88		)
Net periodic benefit cost (credit)	$	129		$	125		$	(23	)	$	(83	)

The following tables detail the components of net periodic benefit costs (credits) for pension benefits and other postretirement benefits for DTE Electric:



	Pension Benefits						Other Postretirement Benefits
	2017			2016			2017			2016
Three Months Ended September 30,	(In millions)
Service cost	$	16		$	18		$	5		$	5
Interest cost	40			42			14			15
Expected return on plan assets	(56		)	(55		)	(23		)	(23		)
Amortization of:
Net actuarial loss	32			31			2			4
Prior service cost ( credit)	1			—			(2		)	(22		)
Net periodic benefit cost (credit)	$	33		$	36		$	(4	)	$	(21	)



	Pension Benefits						Other Postretirement Benefits
	2017			2016			2017			2016
Nine Months Ended September 30,	(In millions)
Service cost	$	53		$	53		$	15		$	15
Interest cost	121			125			42			46
Expected return on plan assets	(167		)	(165		)	(68		)	(68		)
Amortization of:
Net actuarial loss	94			88			6			15
Prior service cost (credit)	1			1			(7		)	(66		)
Net periodic benefit cost (credit)	$	102		$	102		$	(12	)	$	(58	)

DTE Energy Company — DTE Electric Company

Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)

Pension and Other Postretirement Contributions

During the first nine months of 2017 , DTE Energy made cash contributions of $220 million , including contributions from DTE Electric of $185 million , to its pension plans. At the discretion of management and depending upon financial market conditions, DTE Energy may make additional contributions up to $88 million , including additional contributions from DTE Electric of $85 million , to its pension plans in 2017 .

DTE Energy does not anticipate making any contributions to the other postretirement benefit plans in 2017 .

NOTE 13 — SEGMENT AND RELATED INFORMATION

DTE Energy sets strategic goals, allocates resources, and evaluates performance based on the following structure:

Electric segment consists principally of DTE Electric, which is engaged in the generation, purchase, distribution, and sale of electricity to approximately 2.2 million residential, commercial, and industrial customers in southeastern Michigan.

Gas segment consists principally of DTE Gas, which is engaged in the purchase, storage, transportation, distribution, and sale of natural gas to approximately 1.3 million residential, commercial, and industrial customers throughout Michigan and the sale of storage and transportation capacity.

Gas Storage and Pipelines consists of natural gas pipeline, gathering, and storage businesses.

Power and Industrial Projects is comprised primarily of projects that deliver energy and utility-type products and services to industrial, commercial, and institutional customers, produce reduced emissions fuel, and sell electricity from renewable energy projects.

Energy Trading consists of energy marketing and trading operations.

Corporate and Other includes various holding company activities, holds certain non-utility debt, and holds energy-related investments.

The federal income tax provisions or benefits of DTE Energy’s subsidiaries are determined on an individual company basis and recognize the tax benefit of tax credits and net operating losses, if applicable. The state and local income tax provisions of the utility subsidiaries are determined on an individual company basis and recognize the tax benefit of various tax credits and net operating losses, if applicable. The subsidiaries record federal, state, and local income taxes payable to or receivable from DTE Energy based on the federal, state, and local tax provisions of each company.

Inter-segment billing for goods and services exchanged between segments is based upon tariffed or market-based prices of the provider and primarily consists of the sale of reduced emissions fuel, power sales, and natural gas sales in the following segments:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
	(In millions)
Electric	$	11	$	15	$	36	$	32
Gas	1		5		6		8
Gas Storage and Pipelines	10		2		32		7
Power and Industrial Projects	138		178		462		476
Energy Trading	8		10		27		28
Corporate and Other	1		—		2		2
	$	169	$	210	$	565	$	553

DTE Energy Company — DTE Electric Company

Combined Notes to Consolidated Financial Statements (Unaudited) — (Continued)

Financial data of DTE Energy's business segments follows:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
	(In millions)
Operating Revenues — Utility operations
Electric	$	1,434		$	1,608		$	3,827		$	3,976
Gas	152			160			929			911
Operating Revenues — Non-utility operations
Gas Storage and Pipelines	115			63			333			199
Power and Industrial Projects	537			524			1,592			1,414
Energy Trading	1,174			782			3,217			1,807
Corporate and Other	2			1			3			2
Reconciliation and Eliminations	(169		)	(210		)	(565		)	(553		)
Total	$	3,245		$	2,928		$	9,336		$	7,756



Net Income (Loss) Attributable to DTE Energy by Segment:
Electric	$	219		$	285		$	463		$	547
Gas	(15		)	(4		)	93			96
Gas Storage and Pipelines	36			28			121			93
Power and Industrial Projects	44			34			104			66
Energy Trading	1			(4		)	97			(34		)
Corporate and Other	(15		)	(1		)	(31		)	(31		)
Net Income Attributable to DTE Energy Company	$	270		$	338		$	847		$	737

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following combined discussion is separately filed by DTE Energy and DTE Electric. However, DTE Electric does not make any representations as to information related solely to DTE Energy or the subsidiaries of DTE Energy other than itself.

EXECUTIVE OVERVIEW

DTE Energy is a diversified energy company and is the parent company of DTE Electric and DTE Gas, regulated electric and natural gas utilities engaged primarily in the business of providing electricity and natural gas sales, distribution, and storage services throughout Michigan. DTE Energy operates three energy-related non-utility segments with operations throughout the United States.

The following table summarizes DTE Energy's financial results:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
	(In millions, except per share amounts)
Net Income Attributable to DTE Energy Company	$	270	$	338	$	847	$	737
Diluted Earnings per Common Share	$	1.51	$	1.88	$	4.72	$	4.10

The decrease in Net Income in the third quarter was primarily due to lower earnings in the Electric and Corporate and Other segments, partially offset by higher earnings in the Power and Industrial Projects and Gas Storage and Pipelines segments. The increase in Net Income in the nine-month period was primarily due to higher earnings in the Energy Trading, Power and Industrial Projects, and Gas Storage and Pipelines segments, partially offset by lower earnings in the Electric segment.

Please see detailed explanations of segment performance in the following "Results of Operations" section.

DTE Energy's strategy is to achieve long-term earnings growth, a strong balance sheet, and an attractive dividend yield.

DTE Energy's utilities are investing capital to improve customer reliability through investments in base infrastructure and new generation, and to comply with environmental requirements. DTE Energy expects that planned significant capital investments will result in earnings growth. DTE Energy is focused on executing plans to achieve operational excellence and customer satisfaction with a focus on customer affordability. DTE Energy operates in a constructive regulatory environment and has solid relationships with its regulators.

In May 2017, DTE Energy announced its plan to reduce carbon emissions. This goal will be attained by cutting carbon emissions 30% by the early 2020s, 45% by 2030, 75% by 2040, and more than 80% by 2050. To achieve this reduction, DTE Energy will transition away from coal-powered sources and incorporate more renewable energy, energy efficiency, demand response, and highly-efficient natural gas fueled power plants. DTE Energy has already begun the transition in the way it produces power through the continued retirement of its aging coal-fired plants. Refer to the "Capital Investments" section below for further discussion.

DTE Energy has significant investments in non-utility businesses. DTE Energy employs disciplined investment criteria when assessing growth opportunities that leverage its assets, skills, and expertise, and provides diversity in earnings and geography. Specifically, DTE Energy invests in targeted energy markets with attractive competitive dynamics where meaningful scale is in alignment with its risk profile. DTE Energy expects growth opportunities in the Gas Storage and Pipelines and Power and Industrial Projects segments.

A key priority for DTE Energy is to maintain a strong balance sheet which facilitates access to capital markets and reasonably priced short-term and long-term financing. Near-term growth will be funded through internally generated cash flows and the issuance of debt and equity. DTE Energy has an enterprise risk management program that, among other things, is designed to monitor and manage exposure to earnings and cash flow volatility related to commodity price changes, interest rates, and counterparty credit risk.

CAPITAL INVESTMENTS

DTE Energy's utility businesses require significant capital investments to maintain and improve the electric generation and electric and natural gas distribution infrastructure and to comply with environmental regulations and renewable energy requirements.

DTE Electric's capital investments over the 2017 - 2021 period are estimated at $8.4 billion comprised of $3.2 billion for capital replacements and other projects, $3.2 billion for distribution infrastructure, and $2.0 billion for new generation. DTE Electric has retired four coal-fired generation units at the Trenton Channel, River Rouge, and St. Clair facilities and has announced plans to retire its remaining thirteen coal-fired generating units. Seven of these coal-fired generating units will be retired through 2023 at the Trenton Channel, River Rouge, and St. Clair facilities. The remaining coal-fired generating units at the Belle River and Monroe facilities are expected to be retired by 2040. The retired facilities will be replaced with renewables, energy efficiency, demand response, and natural gas fueled generation. DTE Electric plans to build a natural gas fueled combined cycle generation facility to provide approximately 1,100 megawatts of energy beginning in 2022. In the third quarter of 2017, DTE Electric filed a CON with the MPSC seeking approval for the planned build of this natural gas plant. In September 2016, DTE Electric received an order from the MPSC in its amended Renewable Energy Plan approving two 150 megawatt wind projects expected to be constructed and in service between 2018 and 2020, and 25 megawatts of company-owned solar projects which will be constructed and in service between 2019 and 2020. DTE Electric constructed and placed in service 50 megawatts of solar generation in 2017. DTE Electric plans to seek regulatory approval for capital expenditures consistent with prior ratemaking treatment.

DTE Gas' capital investments over the 2017 - 2021 period are estimated at $1.8 billion comprised of $1.0 billion for base infrastructure, $700 million for gas main renewal, meter move out, and pipeline integrity programs, and $100 million for expenditures related to the NEXUS Pipeline. DTE Gas plans to seek regulatory approval in general rate case filings for base infrastructure capital expenditures consistent with prior ratemaking treatment.

DTE Energy's non-utility businesses' capital investments are primarily for expansion, growth, and ongoing maintenance. Gas Storage and Pipelines' capital investments over the 2017 - 2021 period are estimated at $2.2 billion to $2.8 billion for gathering and pipeline investments and expansions, including the NEXUS Pipeline. Power and Industrial Projects' capital investments over the 2017 - 2021 period are estimated at $600 million to $1.0 billion for investments in cogeneration and on-site energy projects.

ENVIRONMENTAL MATTERS

The Registrants are subject to extensive environmental regulation. Additional costs may result as the effects of various substances on the environment are studied and governmental regulations are developed and implemented. Actual costs to comply could vary substantially. The Registrants expect to continue recovering environmental costs related to utility operations through rates charged to customers.

DTE Electric is subject to the EPA ozone and fine particulate transport and acid rain regulations that limit power plant emissions of SO ₂ and NOx. The EPA and the State of Michigan have also issued emission reduction regulations relating to ozone, fine particulate, regional haze, mercury, and other air pollution. These rules have led to controls on fossil-fueled power plants to reduce NOx, SO ₂ , mercury and other emissions. Additional rulemakings are expected over the next few years which could require additional controls for SO ₂ , NOx, and other hazardous air pollutants. To comply with these requirements, DTE Electric spent approximately $2.4 billion through 2016 . DTE Electric does not anticipate additional capital expenditures through 2023 .

Increased costs for energy produced from traditional coal-based sources due to recent, pending, and future regulatory initiatives, could also increase the economic viability of energy produced from renewable, natural gas fueled generation, and/or nuclear sources, energy efficiency initiatives, and the potential development of market-based trading of carbon instruments which could provide new business opportunities for DTE Energy's utility and non-utility segments. At the present time, it is not possible to quantify the financial impacts of these climate related regulatory initiatives on the Registrants or their customers.

For further discussion of environmental matters, see Note 11 to the Consolidated Financial Statements, " Commitments and Contingencies ."

OUTLOOK

The next few years will be a period of rapid change for DTE Energy and for the energy industry. DTE Energy's strong utility base, combined with its integrated non-utility operations, position it well for long-term growth.

Looking forward, DTE Energy will focus on several areas that are expected to improve future performance:


•	electric and gas customer satisfaction;


•	electric distribution system reliability;


•	new electric generation;


•	gas distribution system renewal;


•	rate competitiveness and affordability;


•	regulatory stability and investment recovery for the electric and gas utilities;


•	employee safety and 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.

DTE Energy will continue to pursue opportunities to grow its businesses in a disciplined manner if it can secure opportunities that meet its strategic, financial, and risk criteria.

RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations includes financial information prepared in accordance with GAAP, as well as the non-GAAP financial measures, Utility Margin and Non-utility Margin, discussed below, which DTE Energy uses as measures of its operational performance. Generally, a non-GAAP financial measure is a numerical measure of financial performance, financial position or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP.

DTE Energy uses Utility Margin and Non-utility Margin, non-GAAP financial measures, to assess its performance by reportable segment.

Utility Margin includes electric and gas Operating Revenues net of Fuel, purchased power, and gas expenses. The utilities’ fuel, purchased power, and natural gas supply are passed through to customers, and therefore, result in changes to the utilities’ revenues that are comparable to changes in such expenses. As such, DTE Energy believes Utility Margin provides a meaningful basis for evaluating the utilities’ operations across periods, as it excludes the revenue effect of fluctuations in these expenses.

The Non-utility Margin relates to our Power and Industrial Projects and Energy Trading segments. For the Power and Industrial Projects segment, Non-utility Margin primarily includes Operating Revenues net of Fuel, purchased power, and gas expenses. Operating Revenues include sales of refined coal to third parties and the affiliated Electric utility, metallurgical coke and related by-products, petroleum coke, renewable natural gas, and electricity, as well as rental income and revenues from utility-type consulting, management, and operational services. For the Energy Trading segment, Non-utility Margin includes revenue and realized and unrealized gains and losses from physical and financial power and gas marketing, optimization, and trading activities, net of Purchased power and gas related to these activities. DTE Energy evaluates its operating performance of these non-utility businesses using the measure of Operating Revenues net of Fuel, purchased power, and gas expenses.

Utility Margin and Non-utility Margin are not measures calculated in accordance with GAAP and should be viewed as a supplement to and not a substitute for the results of operations presented in accordance with GAAP. Utility Margin and Non-utility Margin do not intend to represent operating income, the most comparable GAAP measure, as an indicator of operating performance and are not necessarily comparable to similarly titled measures reported by other companies.

The following sections provide a detailed discussion of the operating performance and future outlook of DTE Energy's segments. Segment information, described below, includes intercompany revenues and expenses, and other income and deductions that are eliminated in the Consolidated Financial Statements.



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
	(In millions)
Net Income (Loss) Attributable to DTE Energy by Segment
Electric	$	219		$	285		$	463		$	547
Gas	(15		)	(4		)	93			96
Gas Storage and Pipelines	36			28			121			93
Power and Industrial Projects	44			34			104			66
Energy Trading	1			(4		)	97			(34		)
Corporate and Other	(15		)	(1		)	(31		)	(31		)
Net Income Attributable to DTE Energy Company	$	270		$	338		$	847		$	737

ELECTRIC

The Results of Operations discussion for DTE Electric is presented in a reduced disclosure format in accordance with General Instruction H(2) of Form 10-Q.

The Electric segment consists principally of DTE Electric. Electric results are discussed below:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016
	(In millions)
Operating Revenues — Utility operations	$	1,434	$	1,608	$	3,827	$	3,976
Fuel and purchased power — utility	428		495		1,097		1,191
Utility Margin	1,006		1,113		2,730		2,785
Operation and maintenance	349		363		1,068		1,019
Depreciation and amortization	188		176		549		539
Taxes other than income	74		73		229		216
Operating Income	395		501		884		1,011
Other (Income) and Deductions	58		60		172		162
Income Tax Expense	118		156		249		302
Net Income Attributable to DTE Energy Company	$	219	$	285	$	463	$	547

See DTE Electric's Consolidated Statements of Operations for a complete view of its results.

Utility Margin decreased $107 million and $55 million in the three and nine months ended September 30, 2017 , respectively. Revenues associated with certain mechanisms and surcharges are offset by related expenses elsewhere in the Registrants' Consolidated Statements of Operations.

The following table details changes in various Utility Margin components relative to the comparable prior period:



	Three Months			Nine Months
	(In millions)
Implementation of new rates	$	—		$	97
PSCR disallowance	—			(13		)
Base sales	(19		)	(14		)
Weather	(84		)	(117		)
Regulatory mechanisms and other	(4		)	(8		)
Decrease in Utility Margin	$	(107	)	$	(55	)



	Three Months Ended September 30,		Nine Months Ended September 30,
	2017	2016	2017	2016
	(In thousands of MWh)
DTE Electric Sales
Residential	4,335	5,174	11,290	12,361
Commercial	4,801	5,085	13,208	13,427
Industrial	2,627	2,618	7,461	7,596
Other	48	57	188	193
	11,811	12,934	32,147	33,577
Interconnection sales ^(a)	318	456	2,330	1,992
Total DTE Electric Sales	12,129	13,390	34,477	35,569

DTE Electric Deliveries
Retail and wholesale	11,811	12,934	32,147	33,577
Electric retail access, including self-generators ^(b)	1,249	1,241	3,636	3,731
Total DTE Electric Sales and Deliveries	13,060	14,175	35,783	37,308

______________________________


(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.

Operation and maintenance expense decreased $14 million and increased $49 million in the three and nine months ended September 30, 2017 , respectively. The decrease in the third quarter was primarily due to decreased power plant generation expenses of $24 million related to outages, partially offset by increased distribution operations expenses of $7 million and increased expenses of $2 million related to the 2016 fire at a generation facility. The increase in the nine-month period was primarily due to increased storm restoration expenses of $24 million, increased distribution operations expenses of $7 million, and $19 million related to the 2016 fire at a generation facility. DTE Electric expects the power plant generation expenses related to the 2016 fire at a generation facility to be partially reimbursed by insurance proceeds.

Depreciation and amortization expense increased $12 million and $10 million in the three and nine months ended September 30, 2017 , respectively. The increase in the third quarter was primarily due to $15 million of increased expense from an increased depreciable base, partially offset by a decrease of $3 million in amortization of regulatory assets. The increase in the nine-month period was primarily due to $27 million of increased expenses from an increased depreciable base, partially offset by a decrease of $10 million associated with the TRM and a decrease of $7 million in amortization of regulatory assets.

Other (Income) and Deductions decreased $2 million and increased $10 million in the three and nine months ended September 30, 2017 , respectively. The decrease in the third quarter was primarily due to $2 million of contributions to not-for-profit organizations in 2016. The increase in the nine-month period was primarily due to lower interest income of $8 million related to a sales and use tax settlement received in 2016 and higher interest expense of $10 million, partially offset by $5 million of higher investment earnings and $2 million of contributions to not-for-profit organizations in 2016.

Outlook — DTE Electric will continue to move forward in its efforts to achieve operational excellence, sustain strong cash flows, and earn its authorized return on equity. DTE Electric expects that planned significant capital investments will result in earnings growth. DTE Electric expects to continue its efforts to improve productivity and decrease costs while improving customer satisfaction with consideration of customer rate affordability. Looking forward, additional factors may impact earnings, such as weather, the outcome of regulatory proceedings, benefit plan design changes, investment returns and changes in discount rate assumptions in benefit plans and health care costs, impact of 2016 Michigan energy legislation, uncertainty of legislative or regulatory actions regarding climate change, and effects of energy efficiency programs.

GAS

The Gas segment consists principally of DTE Gas. Gas results are discussed below:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017		2016
	(In millions)
Operating Revenues — Utility operations	$	152		$	160		$	929	$	911
Cost of gas — utility	12			15			278		306
Utility Margin	140			145			651		605
Operation and maintenance	110			99			330		293
Depreciation and amortization	31			27			91		79
Taxes other than income	10			13			48		49
Operating Income (Loss)	(11		)	6			182		184
Other (Income) and Deductions	12			13			38		35
Income Tax Expense (Benefit)	(8		)	(3		)	51		53
Net Income (Loss) Attributable to DTE Energy Company	$	(15	)	$	(4	)	$	93	$	96

Utility Margin decreased $5 million and increased $46 million in the three and nine months ended September 30, 2017 , respectively. Revenues associated with certain surcharges are offset by related expenses elsewhere in DTE Energy's Consolidated Statements of Operations.

The following table details changes in various Utility Margin components relative to the comparable prior period:



	Three Months			Nine Months
	(In millions)
Implementation of new rates	$	1		$	70
Revenue decoupling mechanism	—			6
Weather	2			(22		)
Other	(8		)	(8		)
Increase (decrease) in Uti lity Margin	$	(5	)	$	46



	Three Months Ended September 30,		Nine Months Ended September 30,
	2017	2016	2017	2016
	(In Bcf)
Gas Markets
Gas sales	8	7	77	80
End-user transportation	34	38	119	136
	42	45	196	216
Intermediate transportation	55	44	205	164
Total Gas sales	97	89	401	380

Operation and maintenance expense increased $11 million and $37 million in the three and nine months ended September 30, 2017 , respectively. The increase in the third quarter was primarily due to increased employee benefits expenses of $8 million and increased gas operations expenses of $2 million. The increase in the nine-month period was primarily due to increased employee benefits expenses of $24 million, increased corporate expenses of $8 million, and increased gas operations expenses of $5 million.

Depreciation and amortization expense increased $4 million and $12 million in the three and nine months ended September 30, 2017 , respectively. The increase in both periods was primarily due to increased expense from an increased depreciable base and higher depreciation rates.

Outlook — DTE Gas will continue to move forward in its efforts to achieve operational excellence, sustain strong cash flows, and earn its authorized return on equity. DTE Gas expects that planned significant infrastructure capital investments will result in earnings growth. Looking forward, additional factors may impact earnings such as weather, the outcome of regulatory proceedings, benefit plan design changes, and investment returns and changes in discount rate assumptions in benefit plans and health care costs. DTE Gas expects to continue its efforts to improve productivity and decrease costs while improving customer satisfaction with consideration of customer rate affordability.

GAS STORAGE AND PIPELINES

The Gas Storage and Pipelines segment consists of the non-utility gas pipelines and storage businesses. Gas Storage and Pipelines results are discussed below:



	Three Months Ended September 30,					Nine Months Ended September 30,
	2017		2016			2017			2016
	(In millions)
Operating Revenues — Non-utility operations	$	115	$	63		$	333		$	199
Cost of gas — Non-utility	8		—			23			—
Operation and maintenance	19		15			57			47
Depreciation and amortization	19		8			57			27
Taxes other than income	1		1			5			3
Asset (gains) losses and impairments, net	1		—			2			—
Operating Income	67		39			189			122
Other (Income) and Deductions	5		(9		)	(18		)	(28		)
Income Tax Expense	19		19			66			55
Net Income	43		29			141			95
Less: Net Income Attributable to Noncontrolling Interests	7		1			20			2
Net Income Attributable to DTE Energy Company	$	36	$	28		$	121		$	93

Operating Revenues — Non-utility operations increased $52 million and $134 million in the three and nine months ended September 30, 2017 , respectively. The increase in both periods was primarily due to the acquisition of AGS and SGG and increased volumes from Susquehanna gathering.

Cost of gas — Non-utility increased $8 million and $23 million in the three and nine months ended September 30, 2017 , respectively. The increase in both periods was primarily driven by physical purchase of gas from AGS customers for resale to optimize available transportation capacity.

Operation and maintenance expense and Depreciation and amortization expense increased in the three and nine months ended September 30, 2017 , respectively. The increase in both periods was primarily due to the acquisition of AGS and SGG.

Other (Income) and Deductions decreased $14 million and $10 million in the three and nine months ended September 30, 2017 , respectively. The decrease in both periods was primarily driven by recognizing a $16 million net loss on extinguishment of debt within the storage business, partially offset by increased AFUDC recorded on the NEXUS Pipeline.

Net Income Attributable to Noncontrolling Interests increased $6 million and $18 million in the three and nine months ended September 30, 2017 , respectively. The increase in both periods was primarily due to the acquisition of SGG.

See Note 4 to the Consolidated Financial Statements, " Acquisition ," for discussion of the acquisition of AGS and SGG in October 2016.

Outlook — The Susquehanna gathering system is being expanded with additional compression facilities and gathering lines as needed to accommodate shipper demand. DTE Energy believes its long-term agreement with Southwestern Energy Production Company and the quality of the natural gas reserves in the Marcellus region soundly positions Bluestone Pipeline and Susquehanna gathering system for future growth.

Progress continues on development activities on the NEXUS Pipeline, a transportation path to transport Appalachian Basin shale gas, including Utica and Marcellus shale gas, directly to consuming markets in northern Ohio, southeastern Michigan, and Dawn Ontario. DTE Energy owns a 50% partnership interest in the NEXUS Pipeline, with an investment balance of $534 million at September 30, 2017 . A FERC application was filed in the fourth quarter of 2015 and was approved on August 25, 2017. Construction is scheduled to commence in October 2017, with a third quarter 2018 in-service target date for the NEXUS Pipeline.

The October 2016 acquisition of AGS and SGG provides a platform for midstream growth and access to further investment opportunities in the Appalachian basin, an additional connection to the NEXUS Pipeline which should drive incremental volumes on the NEXUS Pipeline, and a new set of producer relationships that may lead to more partnering opportunities.

In May 2017, DTE Energy filed a FERC application for approval of the Birdsboro Pipeline, a 14-mile lateral to serve a new power plant in Pennsylvania. DTE Energy is targeting a 2018 in-service date.

Gas Storage and Pipelines expects to maintain its steady growth by developing an asset portfolio with multiple growth platforms through investment in new projects and expansions. Gas Storage and Pipelines will continue to look for additional investment opportunities and other storage and pipeline projects at favorable prices.

POWER AND INDUSTRIAL PROJECTS

The Power and Industrial Projects segment is comprised primarily of projects that deliver energy and utility-type products and services to industrial, commercial, and institutional customers, produce reduced emissions fuel, and sell electricity from renewable energy projects. Power and Industrial Projects results are discussed below:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
	(In millions)
Operating Revenues — Non-utility operations	$	537		$	524		$	1,592		$	1,414
Fuel, purchased power, and gas — non-utility	460			451			1,388			1,218
Non-utility Margin	77			73			204			196
Operation and maintenance	80			78			248			236
Depreciation and amortization	18			18			55			54
Taxes other than income	3			3			9			10
Asset (gains) losses and impairments, net	5			(1		)	7			(1		)
Operating Loss	(29		)	(25		)	(115		)	(103		)
Other (Income) and Deductions	(21		)	(12		)	(60		)	(44		)
Income Taxes
Expense (Benefit)	2			1			(8		)	(11		)
Production Tax Credits	(40		)	(34		)	(116		)	(85		)
	(38		)	(33		)	(124		)	(96		)
Net Income	30			20			69			37
Less: Net Loss Attributable to Noncontrolling Interests	(14		)	(14		)	(35		)	(29		)
Net Income Attributable to DTE Energy Company	$	44		$	34		$	104		$	66

Operating Revenues — Non-utility operations increased $13 million and $178 million in the three and nine months ended September 30, 2017 , respectively. The increases are due to the following:



	Three Months			Nine Months
	(In millions)
Lower coal prices offset by higher production associated with new projects in the REF business	$	(17	)	$	115
Higher sales due to improved conditions in the steel business	36			85
Lower production and one-time revenue recovery in third quarter 2016 in the renewables business	(5		)	(16		)
Other	(1		)	(6		)
	$	13		$	178

Non-utility Margin increased $4 million and $8 million in the three and nine months ended September 30, 2017 , respectively. The increases are due to the following:



	Three Months			Nine Months
	(In millions)
Higher sales due to improved conditions in the steel business	$	11		$	38
Lower sales primarily associated with expired contracts in the on-site business	(3		)	(11		)
Lower production and one-time revenue recovery in third quarter 2016 in the renewables business	(4		)	(13		)
Other	—			(6		)
	$	4		$	8

Operation and maintenance expense increased $2 million and $12 million in the three and nine months ended September 30, 2017 , respectively. The increase in the third quarter was primarily due to higher maintenance in the renewables projects. The increase in the nine-month period was primarily due to $6 million of higher maintenance in the renewables projects and $5 million of higher spending due to new projects in the REF business.

Asset (gains) losses and impairments, net decreased $6 million and $8 million in the three and nine months ended September 30, 2017 , respectively. The decrease in both periods was primarily due to a $6 million impairment recorded in the petroleum coke business in 2017.

Other (Income) and Deductions increased $9 million and $16 million in the three and nine months ended September 30, 2017 , respectively. The increase in the third quarter was primarily due to a $6 million increase in equity earnings in the renewable business and a $4 million increase due to an insurance settlement in the renewable business. The increase in the nine-month period was primarily due to a $6 million increase in equity earnings in the renewable business, a $4 million increase due to an insurance settlement in the renewable business, a $3 million increase in equity earnings in the landfill gas business, and a $2 million increase due to an insurance settlement in the REF business.

Income Taxes — Production Tax Credits increased $6 million and $31 million in the three and nine months ended September 30, 2017 , respectively. The increase in both periods was primarily due to new projects in the REF business.

Net Loss Attributable to Noncontrolling Interests increased $6 million in the nine months ended September 30, 2017 . The increase was due to higher production in the existing lease arrangements with investors at various REF facilities.

Outlook — Power and Industrial Projects has constructed and placed in service REF facilities at eleven sites including facilities located at eight third-party owned coal-fired power plants. DTE Energy has sold membership interests in four of the facilities and entered into lease arrangements in three of the facilities. DTE Energy will continue to optimize these facilities by seeking investors or entering into lease arrangements for facilities operating at DTE Electric and other utility sites. DTE Energy is in the process of entering into a sublicense agreement with a third-party owned and operated REF facility.

DTE Energy expects sustained production levels of metallurgical coke and pulverized coal supplied to steel industry customers for 2018. The segment has four renewable power generation facilities in operation. On-site energy services will continue to be delivered in accordance with the terms of long-term contracts. In October 2017, a Power and Industrial Projects subsidiary and Ford Motor Company (Ford) entered into a 30-year agreement to build, own, and operate utility assets to supply utility services to Ford’s new Research & Engineering Campus located in Dearborn, Michigan. Simultaneously, DTE Electric and Ford entered into a 30-year agreement to supply steam to the campus using a combined heat and power facility owned by DTE Electric. Construction is scheduled to begin in the fourth quarter of 2017, with commercial operation expected to begin in late 2019. DTE Energy will continue to look for additional investment opportunities and other energy projects at favorable prices.

Power and Industrial Projects will continue to leverage its extensive energy-related operating experience and project management capability to develop additional energy projects to serve energy intensive industrial customers.

ENERGY TRADING

Energy Trading focuses on physical and financial power and natural gas marketing and trading, structured transactions, enhancement of returns from its asset portfolio, and optimization of contracted natural gas pipeline transportation and storage positions. Energy Trading also provides natural gas, power, and related services, which may include the management of associated storage and transportation contracts on the customers' behalf, and the supply or purchase of renewable energy credits to various customers. Energy Trading results are discussed below:



	Three Months Ended September 30,					Nine Months Ended September 30,
	2017		2016			2017		2016
	(In millions)
Operating Revenues — Non-utility operations	$	1,174	$	782		$	3,217	$	1,807
Purchased power and gas — non-utility	1,154		773			2,999		1,810
Non-utility Margin	20		9			218		(3		)
Operation and maintenance	15		14			50		46
Depreciation and amortization	1		1			3		2
Taxes other than income	1		1			4		2
Operating Income (Loss)	3		(7		)	161		(53		)
Other (Income) and Deductions	1		—			2		3
Income Tax Expense (Benefit)	1		(3		)	62		(22		)
Net Income (Loss) Attributable to DTE Energy Company	$	1	$	(4	)	$	97	$	(34	)

Operating Revenues — Non-utility operations increased $392 million and $1,410 million in the three and nine months ended September 30, 2017 , respectively. The increase in the third quarter was primarily due to higher volumes in the gas structured strategy. The increase in the nine-month period was primarily due to higher gas prices and higher volumes in the gas structured strategy.

Non-utility Margin increased $11 million and $221 million in the three and nine months ended September 30, 2017 , respectively. The increases were due to the unrealized and realized margins presented in the following tables:



	Three Months
	(In millions)
Unrealized Margins ^(a)
Favorable results, primarily in gas structured and power trading strategies ^(b)	$	53
Unfavorable results, primarily in gas trading and gas transportation strategies	(15		)
	$	38
Realized Margins ^(a)
Unfavorable results, primarily in power full requirements, environmental trading, power trading, and gas storage strategies ^(c)	$	(39	)
Favorable results, primarily in the gas trading strategy	12
	$	(27	)
Increase in Non-utility Margin	$	11

_______________________________________

(a)

Natural gas structured transactions typically involve a physical purchase or sale of natural gas in the future and/or natural gas basis financial instruments which are derivatives and a related non-derivative pipeline transportation contract. These gas structured transactions can result in significant earnings volatility as the derivative components are marked-to-market without revaluing the related non-derivative contracts.


(b)	Amount includes $39 million of timing related gains related to gas strategies which will reverse in future periods as the underlying contracts settle.


(c)	Amount includes $2 million of timing related gains related to gas strategies recognized in previous periods that reversed as the underlying contracts settled.



	Nine Months
	(In millions)
Unrealized Margins ^(a)
Favorable results, primarily in gas structured, gas full requirements, and environmental trading strategies ^(b)	$	158
Unfavorable results, primarily in gas trading and power full requirements strategies	(15		)
	$	143
Realized Margins ^(a)
Favorable results, primarily in gas structured, gas storage, and gas trading strategies ^(c)	$	94
Unfavorable results, primarily in power full requirements and power trading strategies	(16		)
	$	78
Increase in Non-utility Margin	$	221

_______________________________________

(a)


(b)	Amount includes $152 million of timing related gains related to gas strategies which will reverse in future periods as the underlying contracts settle.


(c)	Amount includes $89 million of timing related losses related to gas strategies recognized in previous periods that reversed as the underlying contracts settled.

Outlook — In the near-term, Energy Trading expects market conditions to remain challenging, and the profitability of this segment may be impacted by the volatility in commodity prices and the uncertainty of impacts associated with financial reform, regulatory changes, and changes in operating rules of Regional Transmission Organizations. Significant portions of the Energy Trading portfolio are economically hedged. Most financial instruments and physical power and natural gas contracts are deemed derivatives, whereas natural gas inventory, pipeline transportation, renewable energy credits, and storage assets are not derivatives. As a result, Energy Trading will experience earnings volatility as derivatives are marked-to-market without revaluing the underlying non-derivative contracts and assets. Energy Trading's strategy is to economically manage the price risk of these underlying non-derivative contracts and assets with futures, forwards, swaps, and options. This results in gains and losses that are recognized in different interim and annual accounting periods.

See also the "Fair Value" section herein and Notes 7 and 8 to the Consolidated Financial Statements, " Fair Value " and " Financial and Other Derivative Instruments ," respectively.

CORPORATE AND OTHER

Corporate and Other includes various holding company activities, holds certain non-utility debt, and holds energy-related investments. The net loss es of $15 million and $31 million in the three and nine months ended September 30, 2017 , represent an increase of $14 million and no change from the net loss es of $1 million and $31 million in the comparable 2016 periods. The increase in the third quarter was primarily due to effective income tax rate adjustments. For the nine-month period , decreases primarily due to interest expense and effective income tax rate adjustments were offset by excess tax benefits on stock-based compensation recognized in accordance with ASU 2016-09, Improvements to Employee Share-Based Payment Accounting , which was adopted effective July 1, 2016.

CAPITAL RESOURCES AND LIQUIDITY

Cash Requirements

DTE Energy uses cash to maintain and invest in the electric and natural gas utilities, to grow the non-utility businesses, to retire, and pay interest on long-term debt, and to pay dividends. DTE Energy believes it will have sufficient internal and external capital resources to fund anticipated capital and operating requirements. DTE Energy expects that cash from operations in 2017 will be approximately $1.9 billion . DTE Energy anticipates base level utility capital investments; environmental, renewable, and energy optimization expenditures; expenditures for non-utility businesses; and contributions to equity method investees in 2017 of approximately $2.5 billion . DTE Energy plans to seek regulatory approval to include utility capital expenditures in regulatory rate base consistent with prior treatment. Capital spending for growth of existing or new non-utility businesses will depend on the existence of opportunities that meet strict risk-return and value creation criteria.



	Nine Months Ended September 30,
	2017			2016
Cash and Cash Equivalents	(In millions)
Cash Flow From (Used For)
Operating Activities
Net Income	$	832		$	710
Adjustments to reconcile Net Income to Net cash from operating activities:
Depreciation and amortization	756			702
Nuclear fuel amortization	39			44
Allowance for equity funds used during construction	(17		)	(15		)
Deferred income taxes	261			244
Asset (gains) losses and impairments, net	5			—
Working capital and other	(326		)	82
Net cash from operating activities	1,550			1,767
Investing Activities
Plant and equipment expenditures — utility	(1,439		)	(1,267		)
Plant and equipment expenditures — non-utility	(133		)	(75		)
Contributions to equity method investees	(194		)	(199		)
Other	(38		)	38
Net cash used for investing activities	(1,804		)	(1,503		)
Financing Activities
Issuance of long-term debt, net of issuance costs	1,010			646
Redemption of long-term debt	(385		)	(322		)
Repurchase of long-term debt	—			(59		)
Short-term borrowings, net	160			(89		)
Repurchase of common stock	(51		)	(33		)
Dividends on common stock and other	(509		)	(378		)
Net cash from (used for) financing activities	225			(235		)
Net Increase (Decrease) in Cash and Cash Equivalents	$	(29	)	$	29

Cash from Operating Activities

A majority of DTE Energy's operating cash flows are provided by the electric and natural gas utilities, which are significantly influenced by factors such as weather, electric retail access, regulatory deferrals, regulatory outcomes, economic conditions, changes in working capital, and operating costs.

Cash from operations decreased by $217 million in the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016 . The decrease in operating cash flows reflects a decrease to working capital adjustments, partially offset by an increase to Net Income, Deferred income taxes, and Depreciation and amortization.

Cash used for Investing Activities

Cash inflows associated with investing activities are primarily generated from the sale of assets, while cash outflows are the result of plant and equipment expenditures. In any given year, DTE Energy looks to realize cash from under-performing or non-strategic assets or matured, fully valued assets.

Capital spending within the utility businesses is primarily to maintain and improve electric generation and the electric and natural gas distribution infrastructure, and to comply with environmental regulations and renewable energy requirements.

Capital spending within the non-utility businesses is primarily for ongoing maintenance, expansion, and growth. DTE Energy looks to make growth investments that meet strict criteria in terms of strategy, management skills, risks, and returns. All new investments are analyzed for their rates of return and cash payback on a risk adjusted basis. DTE Energy has been disciplined in how it deploys capital and will not make investments unless they meet the criteria. For new business lines, DTE Energy initially invests based on research and analysis. DTE Energy starts with a limited investment, evaluates the results, and either expands or exits the business based on those results. In any given year, the amount of growth capital will be determined by the underlying cash flows of DTE Energy, with a clear understanding of any potential impact on its credit ratings.

Net cash used for investing activities increased by $301 million in 2017 due to increased capital expenditures, and the two acquisitions of landfill gas facilities, which are presented in Investing Activities — Other.

Cash from (used for) Financing Activities

DTE Energy relies on both short-term borrowing and long-term financing as a source of funding for capital requirements not satisfied by its operations.

DTE Energy's strategy is to have a targeted debt portfolio blend of fixed and variable interest rates and maturity. DTE Energy continually evaluates its leverage target, which is currently 50% to 53%, to ensure it is consistent with the objective of a strong investment grade debt rating.

Net cash from financing activities increased by $460 million in 2017 primarily due to an increase in Issuance of long-term debt and Short-term borrowings, partially offset by an increase in Redemption of long-term debt, Dividends on common stock, and Repurchase of common stock.

Outlook

DTE Energy expects cash flows from operations to increase over the long-term, primarily as a result of growth from the utility and non-utility businesses. Growth in the utilities is expected to be driven primarily by capital spending to maintain and improve the electric generation and electric and natural gas distribution infrastructure and to comply with new and existing state and federal regulations that will result in additional environmental and renewable energy investments which will increase the base from which rates are determined. Non-utility growth is expected from additional investments, primarily in the Gas Storage and Pipelines and Power and Industrial Projects segments.

DTE Energy may be impacted by the timing of collection or refund of various recovery and tracking mechanisms, as a result of timing of MPSC orders. Energy prices are likely to be a source of volatility with regard to working capital requirements for the foreseeable future. DTE Energy continues its efforts to identify opportunities to improve cash flows through working capital initiatives and maintaining flexibility in the timing and extent of long-term capital projects.

DTE Energy has approximately $110 million in long-term debt, including capital leases, maturing in the next twelve months. The repayment of the debt is expected to be paid through internally generated funds or the issuance of long-term debt.

DTE Energy has approximately $1.4 billion of available liquidity at September 30, 2017 , consisting of cash and amounts available under unsecured revolving credit agreements.

At the discretion of management and depending upon financial market conditions, DTE Energy may make additional contributions up to $88 million , including contributions from DTE Electric of $85 million , to its pension plans in 2017 . DTE Energy does not anticipate making any contributions to the other postretirement benefit plans in 2017 .

Various subsidiaries and an equity investee of DTE Energy have entered into contracts which contain ratings triggers and are guaranteed by DTE Energy. These contracts contain provisions which allow the counterparties to require that DTE Energy post cash or letters of credit as collateral in the event that DTE Energy's credit rating is downgraded below investment grade. Certain of these provisions (known as "hard triggers") state specific circumstances under which DTE Energy can be required to post collateral upon the occurrence of a credit downgrade, while other provisions (known as "soft triggers") are not as specific. For contracts with soft triggers, it is difficult to estimate the amount of collateral which may be requested by counterparties and/or which DTE Energy may ultimately be required to post. The amount of such collateral which could be requested fluctuates based on commodity prices (primarily natural gas, power, and coal) and the provisions and maturities of the underlying transactions. As of September 30, 2017 , DTE Energy's contractual obligation to post collateral in the form of cash or letters of credit in the event of a downgrade to below investment grade, under both hard trigger and soft trigger provisions, was approximately $470 million .

DTE Energy believes it will have sufficient operating flexibility, cash resources, and funding sources to maintain adequate amounts of liquidity and to meet future operating cash and capital expenditure needs. However, virtually all of DTE Energy's businesses are capital intensive, or require access to capital, and the inability to access adequate capital could adversely impact earnings and cash flows.

See Notes 5, 9, 10, 11, and 12 to the Consolidated Financial Statements, " Regulatory Matters ," " Long-Term Debt ," " Short-Term Credit Arrangements and Borrowings ," " Commitments and Contingencies ," and " Retirement Benefits and Trusteed Assets ," respectively.

NEW ACCOUNTING PRONOUNCEMENTS

See Note 3 to the Consolidated Financial Statements, " New Accounting Pronouncements ."

FAIR VALUE

Derivatives are generally recorded at fair value and shown as Derivative assets or liabilities. Contracts DTE Energy typically classifies as derivative instruments include power, natural gas, oil, and certain coal forwards, futures, options and swaps, and foreign currency exchange contracts. Items DTE Energy does not generally account for as derivatives include natural gas inventory, pipeline transportation contracts, renewable energy credits, and storage assets. See Notes 7 and 8 to the Consolidated Financial Statements, " Fair Value " and " Financial and Other Derivative Instruments ," respectively.

The tables below do not include the expected earnings impact of non-derivative natural gas storage, transportation, certain power contracts, and renewable energy credits which are subject to accrual accounting. Consequently, gains and losses from these positions may not match with the related physical and financial hedging instruments in some reporting periods, resulting in volatility in the Registrants' reported period-by-period earnings; however, the financial impact of the timing differences will reverse at the time of physical delivery and/or settlement.

The Registrants manage their MTM risk on a portfolio basis based upon the delivery period of their contracts and the individual components of the risks within each contract. Accordingly, the Registrants record and manage the energy purchase and sale obligations under their contracts in separate components based on the commodity (e.g. electricity or natural gas), the product (e.g. electricity for delivery during peak or off-peak hours), the delivery location (e.g. by region), the risk profile (e.g. forward or option), and the delivery period (e.g. by month and year).

The Registrants have established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value in three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). For further discussion of the fair value hierarchy, see Note 7 to the Consolidated Financial Statements, " Fair Value ."

The following table provides details on changes in DTE Energy's MTM net asset (or liability) position:



	Nine Months Ended
	September 30, 2017
	(In millions)
MTM at December 31, 2016	$	(86	)
Reclassified to realized upon settlement	(34		)
Changes in fair value recorded to income	156
Amounts recorded to unrealized income	122
Changes in fair value recorded in regulatory liabilities	15
Change in collateral	(3		)
MTM at September 30, 2017	$	48

The table below shows the maturity of DTE Energy's MTM positions. The positions from 2020 and beyond principally represent longer tenor gas structured transactions:



Source of Fair Value	2017			2018		2019		2020 and Beyond			Total Fair Value
	(In millions)
Level 1	$	(7	)	$	2	$	5	$	—		$	—
Level 2	5			6		6		6			23
Level 3	(14		)	17		12		(8		)	7
MTM before collateral adjustments	$	(16	)	$	25	$	23	$	(2	)	30
Collateral adjustments											18
MTM at September 30, 2017											$	48

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market Price Risk

The Electric and Gas businesses have commodity price risk, primarily related to the purchases of coal, natural gas, uranium, and electricity. However, the Registrants do not bear significant exposure to earnings risk, as such changes are included in the PSCR and GCR regulatory rate-recovery mechanisms. In addition, changes in the price of natural gas can impact the valuation of lost and stolen gas, storage sales, and transportation services revenue at the Gas segment. The Gas segment manages its market price risk related to storage sales revenue primarily through the sale of long-term storage contracts. The Registrants are exposed to short-term cash flow or liquidity risk as a result of the time differential between actual cash settlements and regulatory rate recovery.

DTE Energy's Gas Storage and Pipelines segment has exposure to natural gas price fluctuations which impact the pricing for natural gas storage, gathering, and transportation. DTE Energy manages its exposure through the use of short, medium, and long-term storage, gathering, and transportation contracts.

DTE Energy's Power and Industrial Projects business segment is subject to electricity, natural gas, and coal product price risk. DTE Energy manages its exposure to commodity price risk through the use of long-term contracts.

DTE Energy's Energy Trading business segment has exposure to electricity, natural gas, coal, crude oil, heating oil, and foreign currency exchange price fluctuations. These risks are managed by the energy marketing and trading operations through the use of forward energy, capacity, storage, options, and futures contracts, within pre-determined risk parameters.

Credit Risk

The Registrants regularly review contingent matters relating to customers and their contracts and record provisions for amounts considered at risk of probable loss in the allowance for doubtful accounts. The Registrants believe their accrued amounts are adequate for probable loss.

Trading Activities

DTE Energy is exposed to credit risk through trading activities. Credit risk is the potential loss that may result if the trading counterparties fail to meet their contractual obligations. DTE Energy utilizes both external and internal credit assessments when determining the credit quality of trading counterparties.

The following table displays the credit quality of DTE Energy's trading counterparties as of September 30, 2017 :



	Credit Exposure Before Cash Collateral		Cash Collateral		Net Credit Exposure
	(In millions)
Investment Grade ^(a)
A− and Greater	$	242	$	—	$	242
BBB+ and BBB	282		—		282
BBB−	86		—		86
Total Investment Grade	610		—		610
Non-investment grade ^(b)	2		—		2
Internally Rated — investment grade ^(c)	266		—		266
Internally Rated — non-investment grade ^(d)	15		—		15
Total	$	893	$	—	$	893

_______________________________________


(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 18% 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 approximately 1% of the total gross credit exposure.


(c)	This category includes counterparties that have not been rated by Moody’s or Standard & Poor’s, but are considered investment grade based on DTE Energy’s evaluation of the counterparty’s creditworthiness. The five largest counterparty exposures, combined, for this category represented approximately 11% 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.

Other

The Registrants engage in business with customers that are non-investment grade. The Registrants closely monitor the credit ratings of these customers and, when deemed necessary and permitted under the tariffs, request collateral or guarantees from such customers to secure their obligations.

Interest Rate Risk

DTE Energy is subject to interest rate risk in connection with the issuance of debt. In order to manage interest costs, DTE Energy may use treasury locks and interest rate swap agreements. DTE Energy's exposure to interest rate risk arises primarily from changes in U.S. Treasury rates, commercial paper rates, and London Inter-Bank Offered Rates (LIBOR). As of September 30, 2017 , DTE Energy had a floating rate debt-to-total debt ratio of approximately 5.3% .

Foreign Currency Exchange Risk

DTE Energy has foreign currency exchange risk arising from market price fluctuations associated with fixed priced contracts. These contracts are denominated in Canadian dollars and are primarily for the purchase and sale of natural gas and power, as well as for long-term transportation capacity. To limit DTE Energy's exposure to foreign currency exchange fluctuations, DTE Energy has entered into a series of foreign currency exchange forward contracts through June 2022 .

Summary of Sensitivity Analyses

The Registrants performed sensitivity analyses on the fair values of commodity contracts and long-term debt obligations. The commodity contracts listed below principally relate to energy marketing and trading activities. The sensitivity analyses involved increasing and decreasing forward prices and rates at September 30, 2017 and 2016 by a hypothetical 10% and calculating the resulting change in the fair values.

The results of the sensitivity analyses:



	Assuming a 10% Increase in Prices/Rates						Assuming a 10% Decrease in Prices/Rates
	As of September 30,						As of September 30,
Activity	2017			2016			2017			2016			Change in the Fair Value of
	(In millions)
Gas contracts	$	3		$	17		$	(3	)	$	(17	)	Commodity contracts
Power contracts	$	9		$	14		$	(11	)	$	(14	)	Commodity contracts
Interest rate risk — DTE Energy	$	(545	)	$	(388	)	$	548		$	408		Long-term debt
Interest rate risk — DTE Electric	$	(249	)	$	(235	)	$	267		$	252		Long-term debt

For further discussion of market risk, see Note 8 to the Consolidated Financial Statements, " Financial and Other Derivative Instruments ."

Item 4. Controls and Procedures

DTE Energy

(a) Evaluation of disclosure controls and procedures

Management of DTE Energy carried out an evaluation, under the supervision and with the participation of DTE Energy's Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of DTE Energy's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2017 , which is the end of the period covered by this report. Based on this evaluation, DTE Energy's CEO and CFO have concluded that such disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by DTE Energy in reports that it files or submits under the Exchange Act (i) is recorded, processed, summarized, and reported within the time periods specified in the U.S. Securities and Exchange Commission's rules and forms and (ii) is accumulated and communicated to DTE Energy's management, including its CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Due to the inherent limitations in the effectiveness of any disclosure controls and procedures, management cannot provide absolute assurance that the objectives of its disclosure controls and procedures will be attained.

(b) Changes in internal control over financial reporting

There have been no changes in DTE Energy's internal control over financial reporting during the quarter ended September 30, 2017 that have materially affected, or are reasonably likely to materially affect, DTE Energy's internal control over financial reporting.

DTE Electric

(a) Evaluation of disclosure controls and procedures

Management of DTE Electric carried out an evaluation, under the supervision and with the participation of DTE Electric's Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of DTE Electric's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2017 , which is the end of the period covered by this report. Based on this evaluation, DTE Electric's CEO and CFO have concluded that such disclosure controls and procedures are effective in providing reasonable assurance that information required to be disclosed by DTE Electric in reports that it files or submits under the Exchange Act (i) is recorded, processed, summarized, and reported within the time periods specified in the U.S. Securities and Exchange Commission's rules and forms and (ii) is accumulated and communicated to DTE Electric's management, including its CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Due to the inherent limitations in the effectiveness of any disclosure controls and procedures, management cannot provide absolute assurance that the objectives of its disclosure controls and procedures will be attained.

(b) Changes in internal control over financial reporting

There have been no changes in DTE Electric's internal control over financial reporting during the quarter ended September 30, 2017 that have materially affected, or are reasonably likely to materially affect, DTE Electric's internal control over financial reporting.

Part II — Other Information

Item 1. Legal Proceeding s

For information on legal proceedings and matters related to the Registrants, see Notes 5 and 11 to the Consolidated Financial Statements, " Regulatory Matters " and " Commitments and Contingencies ," respectively.

Item 1A. Risk Factors

There are various risks associated with the operations of the Registrants' businesses. To provide a framework to understand the operating environment of the Registrants, a brief explanation of the more significant risks associated with the Registrants' businesses is provided in Part 1, Item 1A. Risk Factors in DTE Energy's and DTE Electric's combined 2016 Annual Report on Form 10-K. Although the Registrants have tried to identify and discuss key risk factors, others could emerge in the future.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of DTE Energy Equity Securities by the Issuer and Affiliated Purchasers

The following table provides information about DTE Energy purchases of equity securities that are registered by DTE Energy pursuant to Section 12 of the Exchange Act of 1934 for the quarter ended September 30, 2017 :



	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
07/01/2017 — 07/31/2017	2,287	$	106.05	—	—	—
08/01/2017 — 08/31/2017	7,066	$	97.73	—	—	—
09/01/2017 — 09/30/2017	440	$	97.78	—	—	—
Total	9,793			—

_______________________________________


(a)	Represents shares of common stock withheld to satisfy income tax obligations upon the vesting of restricted stock based on the price in effect at the grant date.

Item 6. Exhibits



Exhibit Number	Description	DTE Energy	DTE Electric

	(i) Exhibits filed herewith:

10.107	Supplemental Indenture, dated as of August 1, 2017, to the Mortgage and Deed of Trust dated as of October 1, 1924, between DTE Electric Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee. (2017 Series B).	X	X

10.108	Forty-Eighth Supplemental Indenture, dated as of September 1, 2017 to Indenture of Mortgage and Deed of Trust dated as of March 1, 1944 between DTE Gas Company and Citibank, N.A. (2017 First Mortgage Bonds Series C and D).	X

12.79	Computation of Ratio of Earnings to Fixed Charges	X

12.80	Computation of Ratio of Earnings to Fixed Charges		X

31.137	Chief Executive Officer Section 302 Form 10-Q Certification of Periodic Report	X

31.138	Chief Financial Officer Section 302 Form 10-Q Certification of Periodic Report	X

31.139	Chief Executive Officer Section 302 Form 10-Q Certification of Periodic Report		X

31.140	Chief Financial Officer Section 302 Form 10-Q Certification of Periodic Report		X

101.INS	XBRL Instance Document	X	X

101.SCH	XBRL Taxonomy Extension Schema	X	X

101.CAL	XBRL Taxonomy Extension Calculation Linkbase	X	X

101.DEF	XBRL Taxonomy Extension Definition Database	X	X

101.LAB	XBRL Taxonomy Extension Label Linkbase	X	X

101.PRE	XBRL Taxonomy Extension Presentation Linkbase	X	X

	(ii) Exhibits furnished herewith:

32.137	Chief Executive Officer Section 906 Form 10-Q Certification of Periodic Report	X

32.138	Chief Financial Officer Section 906 Form 10-Q Certification of Periodic Report	X

32.139	Chief Executive Officer Section 906 Form 10-Q Certification of Periodic Report		X

32.140	Chief Financial Officer Section 906 Form 10-Q Certification of Periodic Report		X

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized. The signature for each undersigned Registrant shall be deemed to relate only to matters having reference to such Registrant and any subsidiaries thereof.



Date:	October 25, 2017
			DTE ENERGY COMPANY

		By:	/S/DONNA M. ENGLAND
			Donna M. England Chief Accounting Officer
			(Duly Authorized Officer)


			DTE ELECTRIC COMPANY

		By:	/S/DONNA M. ENGLAND
			Donna M. England Chief Accounting Officer
			(Duly Authorized Officer)

Exhibit 10.107

INDENTURE

DATED AS OF August 1, 2017

_______________

DTE ELECTRIC COMPANY

formerly known as

The Detroit Edison Company

(One Energy Plaza, Detroit, Michigan 48226)

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

(719 Griswold Street, Suite 930, Detroit, Michigan 48226)

AS TRUSTEE

_______________

SUPPLEMENTAL TO MORTGAGE AND DEED OF TRUST

DATED AS OF OCTOBER 1, 1924

PROVIDING FOR

(A) GENERAL AND REFUNDING MORTGAGE BONDS,

2017 SERIES B

AND

(B) RECORDING AND FILING DATA

TABLE OF CONTENTS*



	PAGE
PARTIES	3
RECITALS	3
Original Indenture and Supplemental Indentures	3
Issue of Bonds Under Indenture	4
Bonds Heretofore Issued	4
Reason for Creation of New Series	11
Bonds to be 2017 Series B	11
Further Assurance	12
Authorization of Supplemental Indenture	12
Consideration for Supplemental Indenture	12
PART I. CREATION OF THREE HUNDRED SEVENTY SEVENTH SERIES OF BONDS, GENERAL AND REFUNDING MORTGAGE BONDS, 2017 SERIES B	13
Sec. 1. Terms of Bonds of 2017 Series B	13
Sec. 2. Redemption of Bonds of 2017 Series B	15
Sec. 3. Exchange and Transfer	17
Sec. 4. Form of Bonds of 2017 Series B	17
Form of Trustee’s Certificate	21
PART II. RECORDING AND FILING DATA	22
Recording and Filing of Original Indenture	22
Recording and Filing of Supplemental Indentures	22
Recording and Filing of Supplemental Indenture Dated as of May 1, 2016	27
Recording of Certificates of Provision for Payment	27
PART III. THE TRUSTEE	28
Terms and Conditions of Acceptance of Trust by Trustee	28
PART IV. MISCELLANEOUS	28
Confirmation of Section 318(c) of Trust Indenture Act	28
Execution in Counterparts	28
EXECUTION	28
Testimonium	28
Execution by Company	29
Acknowledgment of Execution by Company	30
Execution by Trustee	31
Acknowledgment of Execution by Trustee	32
Affidavit as to Consideration and Good Faith	33

—————————


*	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 August, in the year 2017, 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.
ORIGINAL INDENTURE AND SUPPLEMENTAL INDENTURES.	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, March 1, 2015 and May 1, 2016 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
ISSUE OF BONDS UNDER INDENTURES.	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
BONDS HERETOFORE ISSUED.	WHEREAS, bonds in the principal amount of Seventeen billion, seven hundred eighty-eight million, fifty-seven thousand dollars ($17,788,057,000) have heretofore been issued under the indenture as follows, viz:
(1)	Bonds of Series A	— Principal Amount $26,016,000,
(2)	Bonds of Series B	— Principal Amount $23,000,000,



(3)	Bonds of Series C	— Principal Amount $20,000,000,
(4)	Bonds of Series D	— Principal Amount $50,000,000,
(5)	Bonds of Series E	— Principal Amount $15,000,000,
(6)	Bonds of Series F	— Principal Amount $49,000,000,
(7)	Bonds of Series G	— Principal Amount $35,000,000,
(8)	Bonds of Series H	— Principal Amount $50,000,000,
(9)	Bonds of Series I	— Principal Amount $60,000,000,
(10)	Bonds of Series J	— Principal Amount $35,000,000,
(11)	Bonds of Series K	— Principal Amount $40,000,000,
(12)	Bonds of Series L	— Principal Amount $24,000,000,
(13)	Bonds of Series M	— Principal Amount $40,000,000,
(14)	Bonds of Series N	— Principal Amount $40,000,000,
(15)	Bonds of Series O	— Principal Amount $60,000,000,
(16)	Bonds of Series P	— Principal Amount $70,000,000,
(17)	Bonds of Series Q	— Principal Amount $40,000,000,
(18)	Bonds of Series W	— Principal Amount $50,000,000,
(19)	Bonds of Series AA	— Principal Amount $100,000,000,
(20)	Bonds of Series BB	— Principal Amount $50,000,000,



(21)	Bonds of Series CC	— Principal Amount $50,000,000,

(22)	Bonds of Series UU	— Principal Amount $100,000,000,

(23-31)	Bonds of Series DDP Nos. 1-9	— Principal Amount $14,305,000,

(32-45)	Bonds of Series FFR Nos. 1-14	— Principal Amount $45,600,000,

(46-67)	Bonds of Series GGP Nos. 1-22	— Principal Amount $42,300,000,

(68)	Bonds of Series HH	— Principal Amount $50,000,000,

(69-90)	Bonds of Series IIP Nos. 1-22	— Principal Amount $3,750,000,

(91-98)	Bonds of Series JJP Nos. 1-8	— Principal Amount $6,850,000,

(99-107)	Bonds of Series KKP Nos. 1-9	— Principal Amount $34,890,000,

(108-122)	Bonds of Series LLP Nos. 1-15	— Principal Amount $8,850,000,

(123-143)	Bonds of Series NNP Nos. 1-21	— Principal Amount $47,950,000,

(144-161)	Bonds of Series OOP Nos. 1-18	— Principal Amount $18,880,000,

(162-180)	Bonds of Series QQP Nos. 1-19	— Principal Amount $13,650,000,

(181-195)	Bonds of Series TTP Nos. 1-15	— Principal Amount $3,800,000,

(196)	Bonds of 1980 Series A	— Principal Amount $50,000,000,

(197-221)	Bonds of 1980 Series CP Nos. 1-25	— Principal Amount $35,000,000,

(222-232)	Bonds of 1980 Series DP Nos. 1-11	— Principal Amount $10,750,000,

(233-248)	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,

(254-255)	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,

(296-301)	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;
(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; and
(376)	Bonds of 2016 Series A in in the principal amount of three hundred million dollars ($300,000,000) all of which are outstanding at the date hereof
	accordingly, the Company has issued and has presently outstanding Five billion nine hundred twenty-five million, three hundred thousand dollars ($5,925,300,000) aggregate principal amount of its General and Refunding Mortgage Bonds (the “Bonds”) at the date hereof.



	WHEREAS, the Company desires to issue a new series of bonds pursuant to the Indenture; and
	WHEREAS, the Company desires by this Supplemental Indenture to create a new series of bonds, to be designated “General and Refunding Mortgage Bonds, 2017 Series B,” in the aggregate principal amount of four hundred forty million dollars ($440,000,000), to be authenticated and delivered pursuant to Section 4 of Article III of the Indenture; and
	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
	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;
	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-SEVENTH SERIES OF BONDS, GENERAL AND REFUNDING MORTGAGE BONDS, 2017 SERIES B
TERMS OF BONDS OF 2017 SERIES B.	SECTION 1. The Company hereby creates the three hundred seventy-seventh 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, 2017 Series B” (elsewhere herein referred to as the “bonds of 2017 Series B”). The aggregate principal amount of bonds of 2017 Series B shall be limited to four hundred forty million dollars ($440,000,000), 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 2017 Series B, “reopen” the bonds of 2017 Series B, so long as any additional bonds of 2017 Series B have the same tenor and terms as the bonds of 2017 Series B established hereby.

	The bonds of 2017 Series B 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 2017 Series B shall be issued in the aggregate principal amount of $440,000,000, shall mature on August 15, 2047 (subject to earlier redemption) and shall bear interest, payable semi-annually on February 15 and August 15 of each year (commencing February 15, 2018), at the rate of three and seventy-five hundredths percent (3.75%) 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 2017 Series B 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 2017 Series B 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 2017 Series B shall be dated the date of its authentication and interest shall be payable on the principal represented thereby from the February 15 or August 15 next preceding the date to which interest has been paid on bonds of 2017 Series B, unless the bond is authenticated on a date prior to February 15, 2018 in which case interest shall be payable from August 9, 2017.



	The bonds of 2017 Series B 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 2017 Series B). Until bonds of 2017 Series B 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 2017 Series B in temporary form, as provided in Section 10 of Article II of the Indenture. Temporary bonds of 2017 Series B if any, may be printed and may be issued in authorized denominations in substantially the form of definitive bonds of 2017 Series B, 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 2017 Series B 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 2017 Series B, 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 2017 Series B 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 2017 Series B 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 2017 Series B 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 2017 Series B, 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 2017 Series B 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 2017 Series B 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 2017 SERIES B.	SECTION 2. Bonds of 2017 Series B 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 the Par Call Date (as defined below), the optional redemption price will be equal to the greater of (i) 100% of the principal amount of the bonds of 2017 Series B 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 2017 Series B to be redeemed that would be due if the bonds of 2017 Series B matured on the Par Call Date (not including any portion of any payments of interest accrued to the redemption date), in each case discounted from their respective scheduled payment dates to such redemption date on a semiannual basis (assuming a 360-day year consisting of 30-day months) at the Adjusted Treasury Rate (as defined below) plus 15 basis points, as determined by the Quotation Agent (as defined below), plus, in each case, accrued and unpaid interest thereon to the redemption date.

	At any time on or after the Par Call Date, the optional redemption price will be equal to 100% of the principal amount of the bonds of 2017 Series B 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 2017 Series B 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 2017 Series B (assuming, for this purpose, that the bonds of 2017 Series B mature on the Par Call Date) 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 such comparable maturity.

	“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.
	“Par Call Date” mean February 15, 2047.
	“Quotation Agent” means one of the Reference Treasury Dealers appointed by the Company.



	“Reference Treasury Dealer” means (i) each of Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith, Incorporated and Wells Fargo Securities, LLC (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.
	The bonds of 2017 Series B shall be redeemable as aforesaid upon giving notice of such redemption by first class mail, postage prepaid, by or on behalf of the Company at least thirty (30) days, but not more than sixty (60) days, prior to the date fixed for redemption to the registered holders of bonds of 2017 Series B so called for redemption at their last respective addresses appearing on the register thereof, but failure to mail such notice to the registered holders of any bonds of 2017 Series B designated for redemption shall not affect the validity of any such redemption of any other bonds of such series. Interest shall cease to accrue on any bonds of 2017 Series B (or any portion thereof) so called for redemption from and after the date fixed for redemption if payment sufficient to redeem the bonds of 2017 Series B (or such portion) designated for redemption has been duly provided for. Bonds of 2017 Series B redeemed in part only shall be in amounts of $2,000 or any larger amount that is an integral multiple of $1,000.
	If the giving of the notice of redemption shall have been completed, or if provision satisfactory to the Trustee for the giving of such notice shall have been made, and if the Company shall have deposited with the Trustee in trust funds (which shall have become available for payment to the holders of the bonds of 2017 Series B so to be redeemed) sufficient to redeem bonds of 2017 Series B in whole or in part, on the date fixed for redemption, then all obligations of the Company in respect of such bonds (or portions thereof) so to be redeemed and interest due or to become due thereon shall cease and be discharged and the holders of such bonds of 2017 Series B (or portions thereof) shall thereafter be restricted exclusively to such funds for any and all claims of whatsoever nature on their part under the Indenture or in respect of such bonds (or portions thereof) and interest.
	The bonds of 2017 Series B shall not be entitled to or subject to any sinking fund and shall not be redeemable other than as provided in Section 2 hereof.
EXCHANGE AND TRANSFER.	SECTION 3. At the option of the registered holder, any bonds of 2017 Series B, upon surrender thereof for cancellation at the office or agency of the Company in the Borough of Manhattan, the City and State of New York, together with a written instrument of transfer (if so required by the Company or by the Trustee) in form approved by the Company duly executed by the holder or by its duly authorized attorney, shall be exchangeable for a like aggregate principal amount of bonds of 2017 Series B upon the terms and conditions specified herein and in Section 7 of Article II of the Indenture. The Company waives its rights under Section 7 of Article II of the Indenture not to make exchanges or transfers of bonds of 2017 Series B during any period of ten (10) days next preceding any redemption date for such bonds.
	Bonds of 2017 Series B, 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.
FORM OF BONDS OF 2017 SERIES B.	SECTION 4. The bonds of 2017 Series B and the form of Trustee’s Certificate to be endorsed on such bonds shall be substantially in the following forms, respectively:




	DTE ELECTRIC COMPANY GENERAL AND REFUNDING MORTGAGE BOND 2017 SERIES B
	[This bond is a global security within the meaning of the indenture hereinafter referred to and is registered in the name of a depository or a nominee of a depository. Unless and until it is exchanged in whole or in part for bonds in certificated form, this bond may not be transferred except as a whole by the Depository Trust Company (“DTC”) to a nominee of DTC or by DTC or any such nominee to a successor of DTC or any such nominee to a successor of DTC or a nominee of such successor. Unless this bond is presented by an authorized representative of DTC to the issuer or its agent for registration of transfer, exchange or payment, and any bond issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (and any payment hereon is made to Cede & Co., or to such other entity as is requested by an authorized representative of DTC) any transfer, pledge or other use hereof for value or otherwise by a person is wrongful, inasmuch as the registered owner hereof, Cede & Co., has an interest herein.]
	CUSIP
	$______________ No. R-___
	DTE ELECTRIC COMPANY (hereinafter called the “Company”), a corporation of the State of Michigan, for value received, hereby promises to pay to [Cede & Co.], or registered assigns, at the Company’s office or agency in the Borough of Manhattan, the City and State of New York, the principal sum of _____________ dollars ($_______) in lawful money of the United States of America on August 15, 2047 (subject to earlier redemption) and interest thereon at the rate of 3.75% per annum, in like lawful money, from August 9, 2017 and after the first payment of interest on bonds of this Series has been made or otherwise provided for, from the most recent date to which interest has been paid or otherwise provided for, semi-annually on February 15 and August 15 of each year (commencing February 15, 2018), until the Company’s obligation with respect to payment of said principal shall have been discharged, all as provided, to the extent and in the manner specified in the Indenture hereinafter mentioned and in the supplemental indenture pursuant to which this bond has been issued.



	This bond is one of an authorized issue of bonds of the Company, unlimited as to amount except as provided in the Indenture hereinafter mentioned or any indentures supplemental thereto, and is one of a series of General and Refunding Mortgage Bonds known as 2017 Series B, limited to an aggregate principal amount of $440,000,000, except as otherwise provided in the Indenture hereinafter mentioned. This bond and all other bonds of said series are issued and to be issued under, and are all equally and ratably secured (except insofar as any sinking, amortization, improvement or analogous fund, established in accordance with the provisions of the Indenture hereinafter mentioned, may afford additional security for the bonds of any particular series and except as provided in Section 3 of Article VI of said Indenture) by an Indenture, dated as of October 1, 1924, duly executed by the Company to The Bank of New York Mellon Trust Company, N.A., as successor Trustee, to which Indenture and all indentures supplemental thereto (including the Supplemental Indenture dated as of August 1, 2017) reference is hereby made for a description of the properties and franchises mortgaged and conveyed, the nature and extent of the security, the terms and conditions upon which the bonds are issued and under which additional bonds may be issued, and the rights of the holders of the bonds and of the Trustee in respect of such security (which Indenture and all indentures supplemental thereto, including the Supplemental Indenture dated as of August 1, 2017, are hereinafter collectively called the “Indenture”). As provided in the Indenture, said bonds may be for various principal sums and are issuable in series, which may mature at different times, may bear interest at different rates and may otherwise vary as in said Indenture provided. With the consent of the Company and to the extent permitted by and as provided in the Indenture, the rights and obligations of the Company and of the holders of the bonds and the terms and provisions of the Indenture, or of any indenture supplemental thereto, may be modified or altered in certain respects by affirmative vote of at least eighty-five percent (85%) in amount of the bonds then outstanding, and, if the rights of one or more, but less than all, series of bonds then outstanding are to be affected by the action proposed to be taken, then also by affirmative vote of at least eighty-five percent (85%) in amount of the series of bonds so to be affected (excluding in every instance bonds disqualified from voting by reason of the Company’s interest therein as specified in the Indenture); provided, however, that, without the consent of the holder hereof, no such modification or alteration shall, among other things, affect the terms of payment of the principal of or the interest on this bond, which in those respects is unconditional.
	This bond is not subject to repayment at the option of the holder hereof. Except as provided below, this bond is not redeemable by the Company prior to maturity and is not subject to any sinking fund.



	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 the Par Call Date (as defined below), 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 that would be due if this bond matured on the Par Call Date (not including any portion of any payments of interest accrued to the redemption date), in each case discounted from their respective scheduled payment dates to such redemption date on a semiannual basis (assuming a 360-day year consisting of 30-day months) at the Adjusted Treasury Rate (as defined below) plus 15 basis points, as determined by the Quotation Agent (as defined below), plus, in each case, accrued and unpaid interest thereon to the redemption date. At any time on or after the Par Call Date, 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 (assuming, for this purpose, that this bond matures on the Par Call Date) 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 such comparable maturity.
	“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.
	“Par Call Date” means February 15, 2047.
	“Quotation Agent” means one of the Reference Treasury Dealers appointed by the Company
	“Reference Treasury Dealer” means (i) each of Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith, Incorporated and Wells Fargo Securities, LLC (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 2017 Series B (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.



		No recourse shall be had for the payment of the principal of or the interest on this bond, or for any claim based hereon or otherwise in respect hereof or of the Indenture, or of any indenture supplemental thereto, against any incorporator, or against any past, present or future stockholder, director or officer, as such, of the Company, or of any predecessor or successor corporation, either directly or through the Company or any such predecessor or successor corporation, whether for amounts unpaid on stock subscriptions or by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise howsoever; all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released by every holder or owner hereof, as more fully provided in the Indenture.

		This bond shall not be valid or become obligatory for any purpose until The Bank of New York Mellon Trust Company, N.A., the Trustee under the Indenture, or its successor thereunder, shall have signed the form of certificate endorsed hereon.

	IN WITNESS WHEREOF, DTE ELECTRIC COMPANY has caused this instrument to be executed by an authorized officer, with his or her manual or facsimile signatures, and its corporate seal, or a facsimile thereof, to be impressed or imprinted hereon and the same to be attested by its Corporate Secretary or Assistant Corporate Secretary by manual or facsimile signature.

	Dated: _____________ DTE ELECTRIC COMPANY

	By: Name: Title:

	[Corporate Seal]

	Attest: By: Name: Title:

	[FORM OF TRUSTEE’S CERTIFICATE]

FORM OF TRUSTEE’S CERTIFICATE.	This bond is one of the bonds, of the series designated therein, described in the within-mentioned Indenture.
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
	By: Authorized Representative Date:



	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



SUPPLEMENTAL INDENTURE DATED AS OF	PURPOSE OF SUPPLEMENTAL INDENTURE	RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL INDENTURE DATED AS OF
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



SUPPLEMENTAL INDENTURE DATED AS OF	PURPOSE OF SUPPLEMENTAL INDENTURE	RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL INDENTURE DATED AS OF
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



SUPPLEMENTAL INDENTURE DATED AS OF	PURPOSE OF SUPPLEMENTAL INDENTURE	RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL INDENTURE DATED AS OF
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



SUPPLEMENTAL INDENTURE DATED AS OF	PURPOSE OF SUPPLEMENTAL INDENTURE	RECORDED AND/OR FILED AS SET FORTH IN SUPPLEMENTAL INDENTURE DATED AS OF
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 March 1, 2015	2014 Series A and B Bonds 2014 Series D and E Bonds 2015 Series A Bonds	July 1, 2014 March 1, 2015 May 1, 2016



(a) See Supplemental Indenture dated as of July 1, 1970 for Interstate Commerce Commission filing and recordation information.
(b) See Supplemental Indenture dated as of May 1, 1953 for Secretary of State of Michigan filing information.
(c) See Supplemental Indenture dated as of May 1, 1974 for County of Genesee, Michigan recording and filing information.
(d) Recording and filing information for this Supplemental Indenture has not been set forth in a subsequent Supplemental Indenture.



(a) See Supplemental Indenture dated as of July 1, 1970 for Interstate Commerce Commission filing and recordation information.

RECORDING AND FILING OF SUPPLEMENTAL INDENTURE DATED AS OF MAY 1, 2016.	Further, pursuant to the terms and provisions of the Original Indenture, a Supplemental Indenture dated as of May 1, 2016 providing for the terms of bonds to be issued thereunder of 2016 Series A has heretofore been entered into between the Company and the Trustee and has been filed in the Office of the Secretary of State of Michigan as a financing statement on May 17, 2016 (Filing No. 2016068886-1), has been filed and recorded in the Office of the Surface Transportation Board on May 18, 2016 (Recordation No. 5485-MMMMMM), and has been recorded as a real estate mortgage in the offices of the respective Register of Deeds of certain counties in the State of Michigan, as follows:

COUNTY		RECORDED	LIBER/ INSTRUMENT NO.	PAGE
Genesee County Michigan		5/19/16	201605190043543
Gratiot County Michigan		5/17/16	988	76
Huron County Michigan		5/17/16	1565	598
Ingham County Michigan		5/25/16	2016-019474
Lapeer County Michigan		5/17/16	2827	503
Lenawee County Michigan		5/17/16	2526	699
Livingston County Michigan		5/17/16	2016R-014820
Macomb County Michigan		5/18/16	24035	139
Mason County Michigan		5/17/16	2016RO2845
Midland County Michigan		5/17/16	1596	640
Monroe County Michigan		5/17/16	2016R10013
Montcalm County Michigan		5/17/16	2016R-06252
Oakland County Michigan		5/19/16	49384	1
St. Clair County Michigan		5/17/16	4709	455
Sanilac County Michigan		5/17/16	1302	216
Tuscola County Michigan		5/17/16	1351	617
Washtenaw County Michigan		5/17/16	5151	208
Wayne County Michigan		5/17/16	53025	76



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.

EXECUTION BY DTE ELECTRIC COMPANY

COMPANY.



	By: /s/ Edward J. Solomon
(Corporate Seal)	Name: Edward J. Solomon
	Title: Assistant Treasurer

Attest:

By: /s/ Lisa A. Muschong

Name: Lisa A. Muschong

Title: Vice President, Corporate Secretary

and Chief of Staff

Signed, sealed and delivered by

DTE ELECTRIC COMPANY

in the presence of:

/s/ Kathleen Hier

Name: Kathleen Hier

/s/ Andrew T. Hayner

Name: Andrew T. Hayner

STATE OF MICHIGAN )

) SS

COUNTY OF WAYNE )



ACKNOWLEDG-MENT OF EXECUTION BY COMPANY.		On this 9th day of August, 2017, 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

TRUSTEE. COMPANY, N.A.



	By: /s/ Valere Boyd
(Corporate Seal)	Name: Valere Boyd
	Title: Vice President

Attest:

By: /s/ Karen Yu

Name: Karen Yu

Title: Vice President

Signed, sealed and delivered by

THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A.

in the presence of

/s/ James Dickson

Name: James Dickson

/s/ Fanny Chen

Name: Fanny Chen

ACKNOWLEDGMENT

A notary public or other officer completing this

certificate verifies only the identity of the individual

who signed the document to which this certificate is

attached, and not the truthfulness, accuracy, or

validity of that document.

STATE OF CALIFORNIA )

) SS

COUNTY OF LOS ANGELES )



ACKNOWLEDGMENT OF EXECUTION BY TRUSTEE.		On August 3rd, 2017 , before me, Alex Dominguez, Notary Public personally appeared Valere Boyd who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her authorized capacity, and that by her signature on the instrument the person, or entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal.
		/s/ Alex Dominguez (SEAL) NAME: Alex Dominguez Notary Public, California Acting in Los Angeles County, My Commission Expires: March 6, 2020

STATE OF MICHIGAN )

) SS

COUNTY OF WAYNE )



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.

/s/ Edward J. Solomon

Name: Edward J. Solomon

Title: Assistant Treasurer

DTE Electric Company

Sworn to before me this 9 ^th day of August, 2017

(Notarial Seal)

/s/ Elizabeth Ellen Kochevar

Elizabeth Ellen Kochevar

Notary Public, Wayne County, MI

Acting in Wayne

My Commission Expires: November 16, 2021

This instrument was drafted by:

Andrew T. Hayner, Esq.

One Energy Plaza

688 WCB

Detroit, Michigan 48226

When recorded return to:

Elizabeth E. Kochevar

One Energy Plaza

688 WCB

Detroit, Michigan 48226

Exhibit 10.108

FORTY-EIGHTH

SUPPLEMENTAL INDENTURE

INDENTURE OF MORTGAGE AND

DEED OF TRUST

DATED AS OF MARCH 1, 1944

AS RESTATED IN

PART II OF THE TWENTY-NINTH

SUPPLEMENTAL INDENTURE DATED AS OF JULY 15, 1989

WHICH BECAME EFFECTIVE ON APRIL 1, 1994

DTE GAS COMPANY

formerly known as

Michigan Consolidated Gas Company

CITIBANK, N.A.,

TRUSTEE

DATED AS OF SEPTEMBER 1, 2017

CREATING TWO ISSUES OF FIRST MORTGAGE BONDS,

DESIGNATED AS

2017 SERIES C BONDS

2017 SERIES D BONDS

DTE GAS COMPANY

FORTY-EIGHTH SUPPLEMENTAL INDENTURE

DATED AS OF SEPTEMBER 1, 2017

SUPPLEMENTAL TO INDENTURE OF MORTGAGE

AND DEED OF TRUST

DATED AS OF MARCH 1, 1944

TABLE OF CONTENTS



	PAGE
ARTICLE I ESTABLISHMENT OF AN ISSUE OF FIRST MORTGAGE BONDS, OF THE SERIES DESIGNATED AND DISTINGUISHED AS “2017 SERIES C BONDS”	5
SECTION 1	5
SECTION 2	5
SECTION 3	7
SECTION 4	14
SECTION 5	15
ARTICLE II ESTABLISHMENT OF AN ISSUE OF FIRST MORTGAGE BONDS, OF THE SERIES DESIGNATED AND DISTINGUISHED AS “2017 SERIES D BONDS”	16
SECTION 1	16
SECTION 2	16
SECTION 3	18
SECTION 4	25
SECTION 5	26
ARTICLE III ISSUE OF BONDS	27
ARTICLE IV THE TRUSTEE	27
ARTICLE V RECORDING AND FILING OF SUPPLEMENTAL INDENTURE DATED AS OF DECEMBER 1, 2016	27
ARTICLE VI RECORDING OF AFFIDAVIT OF FACTS AFFECTING REAL PROPERTY	29
ARTICLE VII MISCELLANEOUS PROVISIONS	29

THIS FORTY-EIGHTH SUPPLEMENTAL INDENTURE, dated as of the 1st day of September, 2017, between DTE GAS COMPANY, formerly known as Michigan Consolidated Gas Company, a corporation duly organized and existing under and by virtue of the laws of the State of Michigan (hereinafter called the “Company”), having its principal place of business at One Energy Plaza, Detroit, Michigan, 48226 and CITIBANK, N.A., a national banking association incorporated and existing under and by virtue of the laws of the United States of America, having an office at 388 Greenwich Street in the Borough of Manhattan, the City of New York, New York, 10013 as successor trustee (hereinafter with its predecessors as trustee called the “Mortgage Trustee” or the “Trustee”):

WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture of Mortgage and Deed of Trust (the “Original Indenture”), dated as of March 1, 1944;

WHEREAS, the Company has heretofore executed and delivered to the Trustee the Twenty-ninth Supplemental Indenture, which became effective April 1, 1994, to provide for the modification and restatement of the Original Indenture as previously amended (as so amended, supplemented and modified the “Indenture”), and to secure the Company's First Mortgage Bonds, unlimited in aggregate principal amount except as therein otherwise provided, issued pursuant to the:

Thirtieth Supplemental Indenture, dated as of September 1, 1991;

Thirty-first Supplemental Indenture, dated as of December 15, 1991;

Thirty-second Supplemental Indenture, dated as of January 5, 1993;

Thirty-third Supplemental Indenture, dated as of May 1, 1995;

Thirty-fourth Supplemental Indenture, dated as of November 1, 1996;

Thirty-fifth Supplemental Indenture, dated as of June 18, 1998;

Thirty-sixth Supplemental Indenture, dated as of August 15, 2001;

Thirty-seventh Supplemental Indenture, dated as of February 15, 2003;

Thirty-eighth Supplemental Indenture, dated as of October 1, 2004;

Thirty-ninth Supplemental Indenture, dated as of April 1, 2008;

Fortieth Supplemental Indenture, dated as of June 1, 2008;

Forty-first Supplemental Indenture, dated as of August 1, 2008;

Forty-second Supplemental Indenture, dated as of December 1, 2008;

Forty-third Supplemental Indenture, dated as of December 1, 2012;

Forty-fourth Supplemental Indenture, dated as of December 1, 2013;

Forty-fifth Supplemental Indenture, dated as of December 1, 2014;

Forty-sixth Supplemental Indenture, dated as of August 1, 2015; and

Forty-seventh Supplemental Indenture, dated as of December 1, 2016;

WHEREAS, at the date hereof there were outstanding First Mortgage Bonds of the Company issued under the Indenture, of 14 series in the principal amounts set forth below (including Collateral Bonds):



Designation of Series	Amount Initially Issued		Amount Outstanding
First Mortgage Bonds

2012 Series D First Mortgage Bonds		$70,000,000		$70,000,000
2013 Series C First Mortgage Bonds		$50,000,000		$50,000,000
2013 Series D First Mortgage Bonds		$70,000,000		$70,000,000
2013 Series E First Mortgage Bonds		$50,000,000		$50,000,000
2014 Series F First Mortgage Bonds 2015 Series C First Mortgage Bonds 2015 Series D First Mortgage Bonds	$150,000,000 $40,000,000 $125,000,000		$150,000,000 $40,000,000 $125,000,000
2016 Series G First Mortgage Bonds		$125,000,000		$125,000,000

Collateral Bonds
(Senior Notes)

5.70% Collateral Bonds due 2033		$200,000,000		$200,000,000
2004 Series E Collateral Bonds		$120,000,000		$120,000,000
2008 Series B Collateral Bonds		$100,000,000		$100,000,000
2008 Series C Collateral Bonds		$25,000,000		$25,000,000
2008 Series F Collateral Bonds		$75,000,000		$75,000,000
2008 Series I Collateral Bonds		$50,000,000		$50,000,000

WHEREAS, the Company desires in and by this Supplemental Indenture to establish two series of bonds to be issued under the Indenture designated and distinguished as 2017 Series C Bonds and 2017 Series D Bonds (herein collectively sometimes called the “Bonds”), to designate the terms thereof, to specify the particulars necessary to describe and define the same and to specify such other provisions and agreements in respect thereof as are in the Indenture provided or permitted; and

WHEREAS, all the conditions and requirements necessary to make this Supplemental Indenture, when duly executed and delivered, a valid, binding and legal instrument in accordance with its terms and for the purposes herein expressed, have been done, performed and fulfilled, and the execution and delivery of this Supplemental Indenture in the form and with the terms hereof have been in all respects duly authorized;

NOW, THEREFORE, in consideration of the premises and in further consideration of the sum of One Dollar in lawful money of the United States of America paid to the Company by the Trustee at or before the execution and delivery of this Forty-eighth Supplemental Indenture, the receipt whereof is hereby acknowledged, and of other good and valuable consideration, it is agreed by and between the Company and the Trustee as follows:

ARTICLE I
ESTABLISHMENT OF AN ISSUE OF
FIRST MORTGAGE BONDS, OF THE SERIES
DESIGNATED AND DISTINGUISHED AS “2017 SERIES C BONDS”

SECTION 1

There is hereby established a series of bonds to be issued under and secured by the Indenture, to be known as “First Mortgage Bonds,” designated and distinguished as “2017 Series C Bonds” of the Company. The 2017 Series C Bonds shall be limited in aggregate principal amount to $40,000,000 except as provided in Article II of the Indenture and in this Supplemental Indenture with respect to transfers, exchanges and replacements of the 2017 Series C Bonds. The 2017 Series C Bonds shall be registered bonds without coupons and shall be dated as of the date of the authentication thereof by the Trustee.

The 2017 Series C Bonds shall mature on the 1st day of October, 2029 (subject to earlier redemption, as provided herein), shall bear interest at the rate of 3.08% per annum, payable semi-annually on the 1st day of April and October of each year and at maturity (each a “2017 Series C Interest Payment Date”), beginning on April 1, 2018. The principal, Make-Whole Amount (as defined below), if any, and interest on the 2017 Series C Bonds shall be payable in lawful money of the United States of America; the place where such principal and Make-Whole Amount, if any, shall be payable shall be the corporate trust office of the Trustee in the Borough of Manhattan, the City of New York, New York, and the place where such interest shall be payable shall be the office or agency of the Company in said Borough of Manhattan, the City of New York, New York. The 2017 Series C Bonds shall have such other terms as set forth in the form of 2017 Series C Bond provided in Section 3.

SECTION 2

The 2017 Series C Bonds shall be subject to redemption at the option of the Company, in whole at any time or in part from time to time (any such date of redemption, a “2017 Series C Redemption Date”), at the applicable redemption price (“2017 Series C Redemption Price”) set forth below.

At any time prior to July 1, 2029 (the “2017 Series C Par Call Date”), the 2017 Series C Redemption Price will be equal to 100% of the principal amount of the 2017 Series C Bonds to be

redeemed on the 2017 Series C Redemption Date together with the Make-Whole Amount (as defined in the form of 2017 Series C Bond provided in Section 3), if any, plus, in each case, accrued and unpaid interest thereon to the 2017 Series C Redemption Date.

At any time on or after the 2017 Series C Par Call Date, the 2017 Series C Redemption Price will be equal to 100% of the principal amount of the bonds of 2017 Series C to be redeemed plus accrued and unpaid interest thereon to the redemption date.

Notwithstanding the foregoing, installments of interest on the 2017 Series C Bonds that are due and payable on 2017 Series C Interest Payment Dates falling on or prior to the 2017 Series C Redemption Date will be payable on the 2017 Series C Interest Payment Date to the registered holders as of the close of business on the relevant record date.

Notice of redemption shall be given to the holders of the 2017 Series C Bonds to be redeemed not more than 60 nor less than 30 days prior to the 2017 Series C Redemption Date, as provided in Section 4.05 of the Indenture. Each such notice shall specify such optional 2017 Series C Redemption Date, the aggregate principal amount of the 2017 Series C Bonds to be redeemed on such date, the principal amount of each 2017 Series C Bond held by such holder to be redeemed, and the interest to be paid on the 2017 Series C Redemption Date with respect to such principal amount being prepaid. In addition, if the 2017 Series C Redemption Date is prior to the 2017 Series C Par Call Date, each such notice shall be accompanied by a certificate of a senior financial officer of the Company as to the estimated Make-Whole Amount due in connection with such redemption (calculated as if the date of such notice were the date of the redemption), setting forth the details of such computation. The Make-Whole Amount shall be determined by the Company two Business Days prior to the applicable 2017 Series C Redemption Date and the Company shall deliver to holders of the 2017 Series C Bonds and to the Trustee a certificate of a senior financial officer specifying the calculation of such Make-Whole Amount as of the 2017 Series C Redemption Date.

If the 2017 Series C Bonds are only partially redeemed by the Company, the Trustee shall select which 2017 Series C Bonds are to be redeemed pro rata among all of the 2017 Series C Bonds at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof and otherwise in accordance with the terms of the Indenture. In the event of redemption of the 2017 Series C Bonds in part only, a new 2017 Series C Bond or 2017 Series C Bonds for the unredeemed portion will be issued in the name or names of the holders thereof upon the surrender or cancellation thereof.

If money sufficient to pay the applicable the 2017 Series C Redemption Price with respect to the 2017 Series C Bonds to be redeemed on the applicable 2017 Series C Redemption Date, together with accrued interest to the 2017 Series C Redemption Date, is deposited with the Trustee on or before the related 2017 Series C Redemption Date and certain other conditions are satisfied, then the 2017 Series C Bonds to be redeemed shall no longer be secured by, or entitled to any lien or benefit of, the Indenture as provided by Section 4.04 of the Indenture.

The 2017 Series C Bonds will not be entitled to any sinking fund and will not be redeemable other than as provided in this Section 2 and the form of 2017 Series C Bond provided in Section 3.

SECTION 3

The 2017 Series C Bonds shall be registered bonds without coupons. The Trustee shall be the registrar and paying agent for the 2017 Series C Bonds, which duties it hereby accepts. The 2017 Series C Bonds may be issued in minimum denominations of $100,000 or any integral multiple of $1,000 in excess thereof.

The forms of 2017 Series C Bonds shall be substantially as follows:

[FORM OF DTE GAS COMPANY 3.08% FIRST MORTGAGE BONDS 2017 SERIES C DUE 2029]

PPN:

No. R-___ $_________________

THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE COMPANY AND THE TRUSTEE SUCH CERTIFICATES AND OTHER INFORMATION AS THE TRUSTEE MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

DTE GAS COMPANY

3.08% MORTGAGE BONDS

2017 SERIES C DUE 2029

Principal Amount: $____________

Authorized Denomination: $100,000 or any integral multiple of $1,000 in excess thereof.

Regular Record Date: close of business on the 15th calendar day (whether or not a Business Day) prior to the relevant Interest Payment Date

Original Issue Date: September 20, 2017

Stated Maturity: October 1, 2029

Interest Payment Dates: April 1 and October 1 of each year, beginning April 1, 2018.

Interest Rate: 3.08% per annum

DTE GAS COMPANY (hereinafter called the “Company”), a corporation of the State of Michigan, for value received, hereby promises to pay to ___________, or registered assigns, the sum of _________ Dollars ($_________) on the Stated Maturity specified above, in the coin or currency of the United States of America, and to pay interest thereon from the Original Issue Date specified above, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on each Interest Payment Date as specified above, commencing on April 1, 2018 and on the Stated Maturity at the Interest Rate per annum specified above until the principal hereof is paid or made available for payment, and on any overdue principal and Make-Whole Amount (defined below) and, to the extent lawful, on any overdue installment of interest. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the person in whose name this bond is registered at the close of business on the Regular Record Date as specified above next preceding such Interest Payment Date; provided that any interest payable at Stated Maturity or on a Redemption Date (defined below) will be paid to the person to whom principal is payable. Except as otherwise provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the holder on such Regular Record Date and may either be paid to the person in whose name this bond is registered at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to holders of bonds of this series not less than 10 days prior to such special record date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange, if any, on which the bonds of this series shall be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Indenture.

Payments of interest on this bond will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for this bond shall be computed and paid on the basis of a 360-day year consisting of twelve 30-day months. The Company shall pay interest on overdue principal and Make-Whole Amount, if any, and, to the extent lawful, on overdue installments of interest at the rate per annum borne by this bond. In the event that any Interest Payment Date, Redemption Date or Stated Maturity is not a Business Day, then the required payment of principal, Make-Whole Amount, if any, and interest will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay). “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.

Payment of principal of, Make-Whole Amount, if any, and interest on the bonds of this series shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of principal, Make-Whole Amount, if any, and interest due at the Stated Maturity or earlier redemption of such bonds shall be made at the office of the Trustee upon surrender of such bonds to the Trustee, and payments of interest shall be made, at the option of the Company, subject to such surrender where applicable, (A) by check mailed to the address of the person entitled thereto as such address shall appear in the bond register of the Trustee maintained for such purpose or (B) by wire transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least fourteen (14) days prior to the date for payment by the person entitled thereto. Notwithstanding the foregoing, so long as any bond is held by an Institutional Investor (as defined in the Bond Purchase Agreement referenced below), payment of principal, Make-Whole Amount, if any, and interest on the bonds held by such holder shall be made in the manner specified in the Bond Purchase Agreement dated as of September 20, 2017 among the Company and the purchasers party thereto.

The bonds represented by this certificate, of the series hereinafter specified, are bonds of the Company (herein called the “bonds”) known as its “First Mortgage Bonds,” issued and to be issued in one or more series under, and all equally and ratably secured by, an Indenture of Mortgage and Deed of Trust dated as of March 1, 1944, duly executed by the Company to Citibank, N.A., successor trustee (“Trustee”), as restated in Part II of the Twenty-ninth Supplemental Indenture dated as of July 15, 1989, which became effective on April 1, 1994, to which indenture and all indentures supplemental thereto executed on and after July 15, 1989 reference is hereby made for a description of the property mortgaged and pledged, the nature and extent of the security, the terms and conditions upon which the bonds are, and are to be, issued and secured, and the rights of the holders of the bonds and of the Trustee in respect of such security (which indenture and all indentures supplemental thereto, including the Forty-eighth Supplemental Indenture dated as of September 1, 2017 referred to below, are hereinafter collectively called the “Indenture”). As provided in the Indenture, the bonds may be issued thereunder for various principal sums and are issuable in series, which may mature at different times, may bear interest at different rates and may otherwise vary as therein provided. The bonds represented by this certificate are part of a series designated “3.08% First Mortgage Bonds 2017 Series C” (herein called the “Bonds”), created by the Forty-eighth Supplemental Indenture dated as of September 1, 2017 as provided for in said Indenture.

With the consent of the Company and to the extent permitted by and as provided in the Indenture, the rights and obligations of the Company, the rights and obligations of the holders of the Bonds, and the terms and provisions of the Indenture may be modified or altered by such affirmative vote or votes of the holders of the Bonds then outstanding as are specified in the Indenture.

In case an Event of Default as defined in the Indenture shall occur, the principal of the Bonds may become or be declared due and payable in the manner, with the effect, and subject to the

conditions provided in the Indenture. Upon any such declaration, the Company shall also pay to the holders of the Bonds the Make-Whole Amount on the Bonds, if any, determined as of the date the Bonds shall have been declared due and payable.

No recourse shall be had for the payment of the principal of, Make-Whole Amount, if any, or the interest on, the Bonds, or for any claim based hereon or otherwise in respect of the Bonds or the Indenture, against any incorporator, stockholder, director or officer, past, present or future, of the Company, as such, or any predecessor or successor corporation, either directly or through the Company or any such predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability, whether at common law, in equity, by any constitution, statute or otherwise, of incorporators, stockholders, directors or officers being waived and released by the owner hereof by the acceptance of the Bonds, and as part of the consideration for the issue thereof, and being likewise waived and released pursuant to the Indenture and the Senior Indenture.

This Bond shall be subject to redemption at the option of the Company, in whole at any time or in part from time to time (any such date of optional redemption, a “Redemption Date”), at the applicable redemption price (“Redemption Price”) set forth below.

At any time prior to July 1, 2029 (the “Par Call Date”), the Redemption Price will be equal to 100% of the principal amount of the Bonds to be redeemed on the Redemption Date together with the Make-Whole Amount (as defined below), if any, plus, in each case, accrued and unpaid interest thereon to the Redemption Date.

At any time on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Bonds 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 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.

“Make-Whole Amount” means, with respect to any Bond, a premium in an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Bond over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. If the Settlement Date is prior to the Par Call Date, the Make-Whole Amount with respect to any Called Principal of a Bond shall be determined as if the Stated Maturity of such Bond were the Par Call Date; provided that the Make-Whole Amount shall in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:

“Called Principal” means, with respect to a Bond, the principal of the Bond that is to be redeemed on a Redemption Date or has become or is declared to be immediately due and payable pursuant to Section 9.01 of the Indenture, as the context requires.

“Discounted Value” means, with respect to the Called Principal of a Bond, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on the Bond is payable) equal to the Reinvestment Yield with respect to such Called Principal.

“Reinvestment Yield” means, with respect to the Called Principal of a Bond, the sum of (a) 0.5% (50 basis points) plus (b) the yield to maturity implied by the “Ask Yield(s)” reported, as of 10:00 a.m. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as “Page PX-1” (or such other display as may replace Page PX-1), on Bloomberg Financial Markets for the most recently issued, actively traded on-the-run, benchmark U.S. Treasury securities (“Reported”) having a maturity equal to the Remaining Average Life of such Called Principal as of such Settlement Date.

If there are no such U.S. Treasury securities Reported having a maturity equal to such Remaining Average Life, then such implied yield to maturity will be determined by (a) converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between the “Ask Yields” Reported for the applicable most recently issued, actively traded on-the-run, U.S. Treasury securities with the maturities (1) closest to and greater than such Remaining Average Life and (2) closest to and less than the Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Bond. If such yields are not Reported or the yields Reported as of such time are not ascertainable (including by way of interpolation), then “Reinvestment Yield” means, with respect to the Called Principal of any Bond, the sum of (x) 0.5% (50 basis points) plus (y) the yield to maturity implied by the U.S. Treasury constant maturity yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for the U.S. Treasury constant maturity having a term equal to the Remaining Average Life of such Called Principal as of such Settlement Date. If there is no such U.S. Treasury constant maturity having a term equal to such Remaining Average Life, such implied yield to maturity will be determined by interpolating linearly between (1) the U.S. Treasury constant maturity so reported with the term closest to and greater than such Remaining Average Life and (2) the U.S. Treasury constant maturity so reported with the term closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Bond.

“Remaining Average Life” means, with respect to any Called Principal, the number of years obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by

multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such Called Principal by (b) the number of years, computed on the basis of a 360-day year comprised of twelve 30-day months and calculated to two decimal places, that will elapse between the Settlement Date with respect to such Called Principal and the Stated Maturity (or, if redeemed prior to the Par Call Date, the Par Call Date) of such Remaining Scheduled Payment.

“Remaining Scheduled Payments” means, with respect to the Called Principal of a Bond, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its Stated Maturity (or, if redeemed prior to the Par Call Date, the Par Call Date), provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the Bond, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date.

“Settlement Date” means, with respect to the Called Principal of a Bond, the Redemption Date on which such Called Principal is to be redeemed or has become or is declared to be immediately due and payable pursuant to Section 9.01 of the Indenture as the context requires.

Notice of redemption shall be given to the holders of the Bonds to be redeemed not more than 60 nor less than 30 days prior to the Redemption Date, as provided in Section 4.05 of the Indenture. Each such notice shall specify such Redemption Date, the aggregate principal amount of the Bonds to be redeemed on such date, the principal amount of each Bond held by such holder to be redeemed, and the interest to be paid on the Redemption Date with respect to such principal amount being prepaid. In addition, if the Redemption Date is prior to the Par Call Date, each such notice shall be accompanied by a certificate of a senior financial officer of the Company as to the estimated Make-Whole Amount due in connection with such redemption (calculated as if the date of such notice were the date of the redemption), setting forth the details of such computation. The Make-Whole Amount shall be determined by the Company two Business Days prior to the applicable Redemption Date and the Company shall deliver to holders of the Bonds and to the Trustee a certificate of a senior financial officer specifying the calculation of such Make-Whole Amount as of the Redemption Date.

Subject to the limitations of Section 4.07 of the Indenture, the notice of redemption may state that it is subject to the receipt of the redemption moneys by the Trustee on or before the Redemption Date, and that such notice shall be of no effect unless such moneys are so received on or before such date; a notice of redemption so conditioned shall be of no force or effect if such money is not so received and, in such event, the Company shall not be required to redeem this Bond.

If the Bonds are only partially redeemed by the Company, the Trustee shall select which Bonds are to be redeemed pro rata among all of the Bonds at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof and otherwise in accordance with the terms of the Indenture. In the event of redemption of the Bonds in part only, a new Bond

or Bonds for the unredeemed portion will be issued in the name or names of the holders thereof upon the surrender or cancellation thereof.

If money sufficient to pay the applicable Redemption Price with respect to the Bonds to be redeemed on the applicable Redemption Date, together with accrued interest to the Redemption Date, is deposited with the Trustee on or before the related Redemption Date and certain other conditions are satisfied, then the Bonds to be redeemed shall no longer be secured by, or entitled to any lien or benefit of, the Indenture as provided by Section 4.04 of the Indenture.

The Indenture contains terms, provisions and conditions relating to the consolidation or merger of the Company with or into, and the conveyance, or other transfer or lease, subject to the lien of the Indenture, of the trust estate to, another corporation, to the assumption by such other corporation, in certain circumstances, of the obligations of the Company under the Indenture and on the Bonds and to the succession of such other corporation in certain circumstances, to the powers and rights of the Company under the Indenture.

The Indenture contains provisions for defeasance at any time of the entire indebtedness of the Bonds or certain covenants with respect thereto upon compliance by the Company with certain conditions set forth therein.

This Bond shall not be valid or become obligatory for any purpose unless and until the certificate of authentication hereon shall have been manually executed by the Trustee or its successor in trust under the Indenture.

IN WITNESS WHEREOF, DTE GAS COMPANY has caused this certificate to be executed under its name with the signature of its duly authorized Officer, under its corporate seal, which may be a facsimile, attested with the signature of its Corporate Secretary.

Dated:

DTE GAS COMPANY

By:______________________________

Attest:

By:______________________

CERTIFICATE OF AUTHENTICATION

The bonds represented by this certificate constitute Bonds of the series designated and described in the within-mentioned Indenture.

CITIBANK, N.A., as Trustee

By:_________________________________

Authorized Officer

Dated:

[End of 2017 Series C Bond Form]

SECTION 4

Each certificate evidencing the 2017 Series C Bonds (and all 2017 Series C Bonds issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form (each defined term in the legend being defined as such for purposes of the legend only):

The 2017 Series C Bonds shall be exchangeable upon surrender thereof at the corporate trust office of the Trustee in the Borough of Manhattan, the City of New York, New York, for registered bonds of the same aggregate principal amount and other terms, but of different authorized denomination or denominations, such exchanges to be made without service charge (except for any stamp tax or other governmental charge).

When 2017 Series C Bonds are presented to the Trustee with a request (i) to register the transfer of such 2017 Series C Bonds; or (ii) to exchange such 2017 Series C Bonds for 2017 Series C Bonds of the same series of any authorized denominations of the same aggregate principal amount and Stated Maturity, the Trustee shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the 2017 Series C Bonds surrendered for transfer or exchange: (A) shall be duly endorsed or be accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Trustee, duly

executed by the holder thereof or his attorney duly authorized in writing; and (B) are accompanied by the following additional information and documents, as applicable: (x) if such 2017 Series C Bonds are being delivered to the Company by a holder for registration in the name of such holder, without transfer, a certification from such holder to that effect; or (y) if such 2017 Series C Bonds are being transferred to the Company, a certification to that effect; or (z) if such 2017 Series C Bonds are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (i) a certification to that effect and (ii) if the Company so requests, other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth above.

Every 2017 Series C Bond so surrendered shall be accompanied by a proper transfer power duly executed by the registered owner or by a duly authorized attorney transferring such 2017 Series C Bond to the Company, and the signature to such transfer power shall be guaranteed to the satisfaction of the Trustee. All 2017 Series C Bonds so surrendered shall be forthwith canceled and delivered to or upon the order of the Company. All 2017 Series C Bonds executed, authenticated and delivered in exchange for 2017 Series C Bonds so surrendered shall be valid obligations of the Company, evidencing the same debt as the 2017 Series C Bonds surrendered, and shall be secured by the same lien and be entitled to the same benefits and protection as the 2017 Series C Bonds in exchange for which they are executed, authenticated and delivered.

The Company shall not be required to make any such exchange or any registration of transfer after the 2017 Series C Bond so presented for exchange or registration of transfer, or any portion thereof, has been called for redemption and notice thereof given to the registered owner.

SECTION 5

Pending the preparation of definitive 2017 Series C Bonds, the Company may from time to time execute, and upon its written order, the Trustee shall authenticate and deliver, in lieu of such definitive 2017 Series C Bonds and subject to the same provisions, limitations and conditions, one or more temporary 2017 Series C Bonds, in registered form, of any denomination specified in the written order of the Company for the authentication and delivery thereof, and with such omissions, insertions and variations as may be determined by the Board of Directors of the Company. Such temporary 2017 Series C Bonds shall be substantially of the tenor of the 2017 Series C Bonds to be issued as herein before recited.

If any such temporary 2017 Series C Bonds shall at any time be so authenticated and delivered in lieu of definitive 2017 Series C Bonds, the Company shall upon request at its own expense prepare, execute and deliver to the Trustee and thereupon, upon the presentation and surrender of temporary 2017 Series C Bonds, the Trustee shall authenticate and deliver in exchange therefor, without charge to the holder, definitive Bonds of the same series and other terms, if any, and for the same principal sum in the aggregate as the temporary 2017 Series C Bonds surrendered. All

temporary 2017 Series C Bonds so surrendered shall be forthwith canceled by the Trustee and delivered to or upon the order of the Company. Until exchanged for definitive 2017 Series C Bonds the temporary 2017 Series C Bonds shall in all respects be entitled to the lien and security of the Indenture and all supplemental indentures.

ARTICLE II
ESTABLISHMENT OF AN ISSUE OF
FIRST MORTGAGE BONDS, OF THE SERIES
DESIGNATED AND DISTINGUISHED AS “2017 SERIES D BONDS”

SECTION 1

There is hereby established a series of bonds to be issued under and secured by the Indenture, to be known as “First Mortgage Bonds,” designated and distinguished as “2017 Series D Bonds” of the Company. The 2017 Series D Bonds shall be limited in aggregate principal amount to $40,000,000 except as provided in Article II of the Indenture and in this Supplemental Indenture with respect to transfers, exchanges and replacements of the 2017 Series D Bonds. The 2017 Series D Bonds shall be registered bonds without coupons and shall be dated as of the date of the authentication thereof by the Trustee.

The 2017 Series D Bonds shall mature on the 1st day of October, 2047 (subject to earlier redemption, as provided herein), shall bear interest at the rate of 3.75% per annum, payable semi-annually on the 1st day of April and October of each year and at maturity (each a “2017 Series D Interest Payment Date”), beginning on April 1, 2018. The principal, Make-Whole Amount (as defined below), if any, and interest on the 2017 Series D Bonds shall be payable in lawful money of the United States of America; the place where such principal and Make-Whole Amount, if any, shall be payable shall be the corporate trust office of the Trustee in the Borough of Manhattan, the City of New York, New York, and the place where such interest shall be payable shall be the office or agency of the Company in said Borough of Manhattan, the City of New York, New York. The 2017 Series D Bonds shall have such other terms as set forth in the form of 2017 Series D Bond provided in Section 3.

SECTION 2

The 2017 Series D Bonds shall be subject to redemption at the option of the Company, in whole at any time or in part from time to time (any such date of redemption, a “2017 Series D Redemption Date”), at the applicable redemption price (“2017 Series D Redemption Price”) set forth below.

At any time prior to April 1, 2047 (the “2017 Series D Par Call Date”), the Redemption Price will be equal to 100% of the principal amount of the 2017 Series D Bonds to be redeemed on the 2017 Series D Redemption Date together with the Make-Whole Amount (as defined in the form

of 2017 Series D Bond provided in Section 3), if any, plus, in each case, accrued and unpaid interest thereon to the 2017 Series D Redemption Date.

At any time on or after the 2017 Series D Par Call Date, the 2017 Series D Redemption Price will be equal to 100% of the principal amount of the bonds of 2017 Series D to be redeemed plus accrued and unpaid interest thereon to the redemption date.

Notwithstanding the foregoing, installments of interest on the 2017 Series D Bonds that are due and payable on 2017 Series D Interest Payment Dates falling on or prior to the 2017 Series D Redemption Date will be payable on the 2017 Series D Interest Payment Date to the registered holders as of the close of business on the relevant record date.

Notice of redemption shall be given to the holders of the 2017 Series D Bonds to be redeemed not more than 60 nor less than 30 days prior to the 2017 Series D Redemption Date, as provided in Section 4.05 of the Indenture. Each such notice shall specify such optional 2017 Series D Redemption Date, the aggregate principal amount of the 2017 Series D Bonds to be redeemed on such date, the principal amount of each 2017 Series D Bond held by such holder to be redeemed, and the interest to be paid on the 2017 Series D Redemption Date with respect to such principal amount being prepaid. In addition, if the 2017 Series D Redemption Date is prior to the 2017 Series D Par Call Date, each such notice shall be accompanied by a certificate of a senior financial officer of the Company as to the estimated Make-Whole Amount due in connection with such redemption (calculated as if the date of such notice were the date of the redemption), setting forth the details of such computation. The Make-Whole Amount shall be determined by the Company two Business Days prior to the applicable 2017 Series D Redemption Date and the Company shall deliver to holders of the 2017 Series D Bonds and to the Trustee a certificate of a senior financial officer specifying the calculation of such Make-Whole Amount as of the 2017 Series D Redemption Date.

If the 2017 Series D Bonds are only partially redeemed by the Company, the Trustee shall select which 2017 Series D Bonds are to be redeemed pro rata among all of the 2017 Series D Bonds at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof and otherwise in accordance with the terms of the Indenture. In the event of redemption of the 2017 Series D Bonds in part only, a new 2017 Series D Bond or 2017 Series D Bonds for the unredeemed portion will be issued in the name or names of the holders thereof upon the surrender or cancellation thereof.

If money sufficient to pay the applicable the 2017 Series D Redemption Price with respect to the 2017 Series D Bonds to be redeemed on the applicable 2017 Series D Redemption Date,

together with accrued interest to the 2017 Series D Redemption Date, is deposited with the Trustee on or before the related 2017 Series D Redemption Date and certain other conditions are satisfied, then the 2017 Series D Bonds to be redeemed shall no longer be secured by, or entitled to any lien or benefit of, the Indenture as provided by Section 4.04 of the Indenture.

The 2017 Series D Bonds will not be entitled to any sinking fund and will not be redeemable other than as provided in this Section 2 and the form of 2017 Series D Bond provided in Section 3.

SECTION 3

The 2017 Series D Bonds shall be registered bonds without coupons. The Trustee shall be the registrar and paying agent for the 2017 Series D Bonds, which duties it hereby accepts. The 2017 Series D Bonds may be issued in minimum denominations of $100,000 or any integral multiple of $1,000 in excess thereof.

The forms of 2017 Series D Bonds shall be substantially as follows:

[FORM OF DTE GAS COMPANY 3.75% FIRST MORTGAGE BONDS 2017 Series D DUE 2047]

PPN:

No. R-___ $_________________

DTE GAS COMPANY

3.75% MORTGAGE BONDS

2017 Series D DUE 2047

Principal Amount: $____________

Authorized Denomination: $100,000 or any integral multiple of $1,000 in excess thereof.

Regular Record Date: close of business on the 15th calendar day (whether or not a Business Day) prior to the relevant Interest Payment Date

Original Issue Date: September 20, 2017

Stated Maturity: October 1, 2047

Interest Payment Dates: April 1 and October 1 of each year, beginning April 1, 2018.

Interest Rate: 3.75% per annum

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.

The bonds represented by this certificate, of the series hereinafter specified, are bonds of the Company (herein called the “bonds”) known as its “First Mortgage Bonds,” issued and to be issued in one or more series under, and all equally and ratably secured by, an Indenture of Mortgage and Deed of Trust dated as of March 1, 1944, duly executed by the Company to Citibank, N.A., successor trustee (“Trustee”), as restated in Part II of the Twenty-ninth Supplemental Indenture dated as of July 15, 1989, which became effective on April 1, 1994, to which indenture and all indentures supplemental thereto executed on and after July 15, 1989 reference is hereby made for a description of the property mortgaged and pledged, the nature and extent of the security, the terms and conditions upon which the bonds are, and are to be, issued and secured, and the rights of the holders of the bonds and of the Trustee in respect of such security (which indenture and all indentures supplemental thereto, including the Forty-eighth Supplemental Indenture dated as of September 1, 2017 referred to below, are hereinafter collectively called the “Indenture”). As provided in the Indenture, the bonds may be issued thereunder for various principal sums and are issuable in series, which may mature at different times, may bear interest at different rates and may otherwise vary as therein provided. The bonds represented by this certificate are part of a series designated “3.75% First Mortgage Bonds 2017 Series D” (herein called the “Bonds”), created by the Forty-eighth Supplemental Indenture dated as of September 1, 2017 as provided for in said Indenture.

In case an Event of Default as defined in the Indenture shall occur, the principal of the Bonds may become or be declared due and payable in the manner, with the effect, and subject to the

At any time prior to April 1, 2047 (the “Par Call Date”), the Redemption Price will be equal to 100% of the principal amount of the Bonds to be redeemed on the Redemption Date together with the Make-Whole Amount (as defined below), if any, plus, in each case, accrued and unpaid interest thereon to the Redemption Date.

“Remaining Average Life” means, with respect to any Called Principal, the number of years obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by

or Bonds for the unredeemed portion will be issued in the name or names of the holders thereof upon the surrender or cancellation thereof.

Dated:

DTE GAS COMPANY

By:______________________________

Attest:

By:______________________

CERTIFICATE OF AUTHENTICATION

The bonds represented by this certificate constitute Bonds of the series designated and described in the within-mentioned Indenture.

CITIBANK, N.A., as Trustee

By:_________________________________

Authorized Officer

Dated:

[End of 2017 Series D Bond Form]

SECTION 4

Each certificate evidencing the 2017 Series D Bonds (and all 2017 Series D Bonds issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form (each defined term in the legend being defined as such for purposes of the legend only):

The 2017 Series D Bonds shall be exchangeable upon surrender thereof at the corporate trust office of the Trustee in the Borough of Manhattan, the City of New York, New York, for registered bonds of the same aggregate principal amount and other terms, but of different authorized denomination or denominations, such exchanges to be made without service charge (except for any stamp tax or other governmental charge).

When 2017 Series D Bonds are presented to the Trustee with a request (i) to register the transfer of such 2017 Series D Bonds; or (ii) to exchange such 2017 Series D Bonds for 2017 Series D Bonds of the same series of any authorized denominations of the same aggregate principal amount and Stated Maturity, the Trustee shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the 2017 Series D Bonds surrendered for transfer or exchange: (A) shall be duly endorsed or be accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Trustee, duly

executed by the holder thereof or his attorney duly authorized in writing; and (B) are accompanied by the following additional information and documents, as applicable: (x) if such 2017 Series D Bonds are being delivered to the Company by a holder for registration in the name of such holder, without transfer, a certification from such holder to that effect; or (y) if such 2017 Series D Bonds are being transferred to the Company, a certification to that effect; or (z) if such 2017 Series D Bonds are being transferred pursuant to an exemption from registration in accordance with Rule 144 under the Securities Act or in reliance upon another exemption from the registration requirements of the Securities Act, (i) a certification to that effect and (ii) if the Company so requests, other evidence reasonably satisfactory to it as to the compliance with the restrictions set forth in the legend set forth above.

Every 2017 Series D Bond so surrendered shall be accompanied by a proper transfer power duly executed by the registered owner or by a duly authorized attorney transferring such 2017 Series D Bond to the Company, and the signature to such transfer power shall be guaranteed to the satisfaction of the Trustee. All 2017 Series D Bonds so surrendered shall be forthwith canceled and delivered to or upon the order of the Company. All 2017 Series D Bonds executed, authenticated and delivered in exchange for 2017 Series D Bonds so surrendered shall be valid obligations of the Company, evidencing the same debt as the 2017 Series D Bonds surrendered, and shall be secured by the same lien and be entitled to the same benefits and protection as the 2017 Series D Bonds in exchange for which they are executed, authenticated and delivered.

The Company shall not be required to make any such exchange or any registration of transfer after the 2017 Series D Bond so presented for exchange or registration of transfer, or any portion thereof, has been called for redemption and notice thereof given to the registered owner.

SECTION 5

Pending the preparation of definitive 2017 Series D Bonds, the Company may from time to time execute, and upon its written order, the Trustee shall authenticate and deliver, in lieu of such definitive 2017 Series D Bonds and subject to the same provisions, limitations and conditions, one or more temporary 2017 Series D Bonds, in registered form, of any denomination specified in the written order of the Company for the authentication and delivery thereof, and with such omissions, insertions and variations as may be determined by the Board of Directors of the Company. Such temporary 2017 Series D Bonds shall be substantially of the tenor of the 2017 Series D Bonds to be issued as herein before recited.

If any such temporary 2017 Series D Bonds shall at any time be so authenticated and delivered in lieu of definitive 2017 Series D Bonds, the Company shall upon request at its own expense prepare, execute and deliver to the Trustee and thereupon, upon the presentation and surrender of temporary 2017 Series D Bonds, the Trustee shall authenticate and deliver in exchange therefor, without charge to the holder, definitive Bonds of the same series and other terms, if any, and for the same principal sum in the aggregate as the temporary 2017 Series D Bonds surrendered. All

temporary 2017 Series D Bonds so surrendered shall be forthwith canceled by the Trustee and delivered to or upon the order of the Company. Until exchanged for definitive 2017 Series D Bonds the temporary 2017 Series D Bonds shall in all respects be entitled to the lien and security of the Indenture and all supplemental indentures.

ARTICLE III
ISSUE OF BONDS

The 2017 Series C Bonds in the aggregate principal amount of $40,000,000 and 2017 Series D Bonds in the aggregate principal amount of $40,000,000 may be executed, authenticated and delivered from time to time as permitted by the provisions of the Indenture, including with respect to exchange and replacement of bonds.

ARTICLE IV
THE TRUSTEE

The Trustee shall not be responsible in any manner whatsoever for or 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 and statements contained herein, all of which recitals and statements are made solely by the Company.

Except as herein otherwise provided, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture other than as set forth in the Indenture and this Supplemental Indenture as executed and accepted on behalf of the Trustee, subject to all the terms and conditions set forth in the Indenture, as fully to all intents as if the same were herein set forth at length.

ARTICLE V
RECORDING AND FILING OF SUPPLEMENTAL INDENTURE
DATED AS OF DECEMBER 1, 2016

Pursuant to the terms and provisions of the Original Indenture, a Supplemental Indenture dated as of December 1, 2016 providing for the terms of First Mortgage Bonds to be issued thereunder designated as 2016 Series G Mortgage Bonds has heretofore been entered into between the Company and the Trustee and has been filed in the Office of the Secretary of State of Michigan as a financing statement on December 15, 2016 (Filing No. 20170103000260-0) and has been recorded as a real estate mortgage in the offices of the respective Register of Deeds of certain counties in the State of Michigan, as follows:



COUNTY	DATE RECORDED	LIBER/ INSTRUMENT NO.	Page
Alcona County Register of Deeds	12/29/16	528	1042
Alger County Register of Deeds	12/29/16	MI201602628	--
Alpena County Register of Deeds	12/29/16	517	24
Antrim County Register of Deeds	12/29/16	201600009893	--
Arenac County Register of Deeds	1/3/17	201700001	--
Barry County Register of Deeds	12/29/16	2016-012995	--
Benzie County Register of Deeds	12/29/16	2016R-05479	--
Charlevoix County Register of Deeds	12/29/16	1147	736
Cheboygan County Register of Deeds	12/29/16	1324	241
Chippewa County Register of Deeds	12/29/16	1246	763
Clare County Register of Deeds	12/15/16	1335	691
Clinton County Register of Deeds	12/15/16	5248785/Receipt # 115566	--
Crawford County Register of Deeds	12/29/16	729	407
Delta County Register of Deeds	12/29/16	1175	547
Dickinson County Register of Deeds	1/3/17	853	312
Emmet County Register of Deeds	12/29/16	1191	51
Gladwin County Register of Deeds	12/29/16	1094	481
Grand Traverse County Register of Deeds	12/29/16	2016R-22130	--
Gratiot County Register of Deeds	12/29/16	997	988
Ionia County Register of Deeds	12/29/16	644	5090
Iosco County Register of Deeds	12/29/16	2016000523	--
Iron County Register of Deeds	12/29/16	689	544
Isabella County Register of Deeds	12/29/16	1755	42
Jackson County Register of Deeds	12/29/16	2090	908
Kalkaska County Register of Deeds	1/9/17	3133493	--
Kent County Register of Deeds	12/29/16	20161229-0114432	--
Lake County Register of Deeds	12/29/16	389	489
Leelanau County Register of Deeds	12/15/16	1282	51
Lenawee County Register of Deeds	12/29/16	2537	757
Livingston County Register of Deeds	12/29/16	2016R-039830	--
Macomb County Register of Deeds	1/13/17	24500	385
Manistee County Register of Deeds	12/29/16	2016R006658	--
Marquette County Register of Deeds	12/29/16	2016R-12572	--
Mason County Register of Deeds	12/29/16	2016R06969	--
Mecosta County Register of Deeds	12/29/16	Liber 871 Instr. #20100009105	1063
Menominee County Register of Deeds	12/29/16	792	144



COUNTY	DATE RECORDED	LIBER/ INSTRUMENT NO.	Page
Missaukee County Register of Deeds	12/29/16	2016-04212	--
Monroe County Register of Deeds	12/29/16	2016R26014	--
Montcalm County Register of Deeds	12/29/16	2016R-13904	--
Montmorency County Register of Deeds	12/15/16	358	324
Muskegon County Register of Deeds	12/29/16	4108	98
Newaygo County Register of Deeds	12/29/16	464	1109
Oakland County Register of Deeds	1/6/17	50258	332
Oceana County Register of Deeds	12/29/16	2016	23185-3207
Ogemaw County Register of Deeds	12/29/16	3138323	--
Osceola County Register of Deeds	12/29/16	963	468
Oscoda County Register of Deeds	12/29/16	216-0310023	--
Otsego County Register of Deeds	12/29/16	1421	466
Ottawa County Register of Deeds	12/30/16	2016-0050068	--
Presque Isle County Register of Deeds	12/15/16	586	642
Roscommon County Register of Deeds	1/10/17	1161	367
St. Clair County Register of Deeds	12/29/16	4783	927
Saginaw County Register of Deeds	12/29/16	2884	1885
Shiawassee County Register of Deeds	12/29/16	1229	588
Washtenaw County Register of Deeds	12/29/16	5185	105
Wayne County Register of Deeds	12/15/16	53422	1201
Wexford County Register of Deeds	12/29/16	679	437

ARTICLE VI
RECORDING OF AFFIDAVIT OF FACTS AFFECTING REAL PROPERTY

An Affidavit of Facts Affecting Real Property dated February 11, 2013 (the “Affidavit”) has been recorded in the offices of the respective Registers of Deeds of certain counties in the State of Michigan. The Affidavit, signed by the Company’s then President and Chief Operating Officer, was given pursuant to MCL 565.451a to give notice of the fact that pursuant to a joint resolution of the Company’s sole shareholder and its board of directors, the Company amended its articles of incorporation effective January 1, 2013 to change its name from MICHIGAN CONSOLIDATED GAS COMPANY to DTE GAS COMPANY.

ARTICLE VII
MISCELLANEOUS PROVISIONS

Except insofar as herein otherwise expressly provided, all the provisions, terms and conditions of the Indenture shall be deemed to be incorporated in, and made a part of, this Forty-seventh Supplemental Indenture, and the Twenty-ninth Supplemental Indenture dated as of July 15, 1989, as supplemented by the Thirtieth Supplemental Indenture dated as of September 1, 1991, by the Thirty-first Supplemental Indenture dated as of December 15, 1991, by the Thirty-second Supplemental Indenture dated as of January 5, 1993, by the Thirty-third Supplemental Indenture dated as of May 1, 1995, by the Thirty-fourth Supplemental Indenture dated as of November 1, 1996, by the Thirty-fifth Supplemental Indenture dated as of June 18, 1998, by the Thirty-sixth Supplemental Indenture dated as of August 15, 2001, by the Thirty-seventh Supplemental Indenture dated as of February 15, 2003, by the Thirty-eighth Supplemental Indenture dated as of October 1, 2004, by the Thirty-ninth Supplemental Indenture dated as of April 1, 2008, by the Fortieth Supplemental Indenture dated as of June 1, 2008, by the Forty-first Supplemental Indenture dated as of August 1, 2008, by the Forty-second Supplemental Indenture dated as of December 1, 2008, by the Forty-third Supplemental Indenture dated as of December 1, 2012, by the Forty-fourth Supplemental Indenture dated as of December 1, 2013, by the Forty-fifth Supplemental Indenture dated as of December 1, 2014; by the Forty-sixth Supplemental Indenture dated as of August 1, 2015, by the Forty-seventh Supplemental Indenture dated as of December 1, 2016 and by this Supplemental Indenture is in all respects ratified and confirmed; and the Indenture and said Supplemental Indentures shall be read, taken and construed as one and the same instrument.

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.

Nothing in this Supplemental Indenture is intended, or shall be construed, to give to any person or corporation, other than the parties hereto and the holders of Bonds issued and to be issued under and secured by the Indenture, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture, or under any covenant, condition or provision herein contained, all the covenants, conditions and provisions of this Supplemental Indenture being intended to be, and being, for the sole and exclusive benefit of the parties hereto and of the holders of bonds issued and to be issued under the Indenture and secured thereby.

All covenants, promises and agreements in this Supplemental Indenture contained by or on behalf of the Company shall bind its successors and assigns whether so expressed or not.

This Supplemental Indenture may be executed in any number of counterparts, and each of such counterparts when so executed shall be deemed to be an original; but all such counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, DTE GAS COMPANY has caused this Supplemental Indenture to be executed by its duly authorized Officer, and its corporate seal to be hereunto affixed, and Citibank, N.A., as Trustee as aforesaid, has caused the same to be executed by one of its authorized signatories and its corporate seal to be hereunto affixed, on the respective dates of their acknowledgments hereinafter set forth, as of the date and year first above written.

DTE GAS COMPANY

By: /s/ Edward J. Solomon

Edward J. Solomon

Assistant Treasurer

Signed, sealed, acknowledged and
delivered by DTE GAS COMPANY in the presence of:

/s/ Daniel Richards
Daniel Richards

/s/ Kathleen Hier

Kathleen Hier

State of Michigan }

} ss.

County of Wayne }

The foregoing instrument was acknowledged before me this 1st day of September, 2017, by Edward J. Solomon, as Assistant Treasurer, of DTE Gas Company, a Michigan corporation, on behalf of the corporation.

/s/ Elizabeth Kochevar

Elizabeth Kochevar

Notary Public, Wayne County, MI

Acting in Wayne County, MI

My Commission Expires: November 16, 2021

CITIBANK, N.A., as Trustee

By: /s/ Danny Lee

Name: Danny Lee

Title: Vice President

Signed, sealed, acknowledged and
delivered by CITIBANK, N.A.
in the presence of:

/s/ Louis Piscitelli

Name: Louis Piscitelli

Title: Vice President

/s/ Anthony Bausa

Name: Anthony Bausa

Title: Vice President

State of New York }

} ss.

County of New York }

The foregoing instrument was acknowledged before me this 18th day of September, 2017, by Danny Lee, as Vice President of Citibank, N.A., a national banking association, on behalf of the association, as Trustee, as in said instrument described.

/s/ Noreen Santos

Noreen Santos

Notary Public, State of New York
Registration # 01SA6228750
Qualified in Nassau County

Certificate Filed in New York County

Commission Expires September 27, 2018

This instrument was drafted by:

Daniel Richards

DTE Energy

One Energy Plaza, 688WCB

Detroit, MI 48226

When recorded return to:

Elizabeth Kochevar

DTE Energy
One Energy Plaza, 688WCB

Detroit, MI 48226

Exhibit 12.79

DTE Energy Company

Computation of Ratio of Earnings to Fixed Charges



	Nine Months Ended			Year Ended December 31,
	September 30, 2017			2016		2015			2014			2013			2012
	(In millions)
Earnings:
Pretax earnings	$	1,073		$	1,105	$	950		$	1,275		$	922		$	960
Adjustments	(17		)	23		(3		)	(15		)	(26		)	71
Fixed charges	422			493		473			453			461			463
Net earnings	$	1,478		$	1,621	$	1,420		$	1,713		$	1,357		$	1,494

Fixed Charges:
Interest expense	$	401		$	468	$	446		$	424		$	432		$	441
Adjustments	21			25		27			29			29			22
Fixed charges	$	422		$	493	$	473		$	453		$	461		$	463

Ratio of earnings to fixed charges	3.50			3.29		3.00			3.78			2.94			3.23

Exhibit 12.80

DTE Electric Company

Computation of Ratio of Earnings to Fixed Charges



	Nine Months Ended			Year Ended December 31,
	September 30, 2017			2016			2015			2014			2013			2012
	(In millions)
Earnings:
Pretax earnings	$	712		$	975		$	836		$	830		$	741		$	768
Adjustments	(7		)	(8		)	(11		)	(11		)	(7		)	(7		)
Fixed charges	217			278			277			267			281			286
Net earnings	$	922		$	1,245		$	1,102		$	1,086		$	1,015		$	1,047

Fixed Charges:
Interest expense	$	204		$	261		$	255		$	247		$	264		$	269
Adjustments	13			17			22			20			17			17
Fixed charges	$	217		$	278		$	277		$	267		$	281		$	286

Ratio of earnings to fixed charges	4.25			4.48			3.98			4.07			3.61			3.66

Exhibit 31.137

FORM 10-Q CERTIFICATION

I, Gerard M. Anderson, certify that:


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:	October 25, 2017
Gerard M. Anderson Chairman of the Board and Chief Executive Officer of DTE Energy Company

Exhibit 31.138

FORM 10-Q CERTIFICATION

I, Peter B. Oleksiak, certify that:


1.	I have reviewed this Quarterly Report on Form 10-Q of DTE Energy Company;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



/S/ PETER B. OLEKSIAK	Date:	October 25, 2017
Peter B. Oleksiak Senior Vice President and Chief Financial Officer of DTE Energy Company

Exhibit 31.139

FORM 10-Q CERTIFICATION

I, Gerard M. Anderson, certify that:


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:	October 25, 2017
Gerard M. Anderson Chairman of the Board and Chief Executive Officer of DTE Electric Company

Exhibit 31.140

FORM 10-Q CERTIFICATION

I, Peter B. Oleksiak, certify that:


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:	October 25, 2017
Peter B. Oleksiak Senior Vice President and Chief Financial Officer of DTE Electric Company

Exhibit 32.137

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of DTE Energy Company (the “Company”) for the quarter ended September 30, 2017 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gerard M. Anderson, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:


(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:	October 25, 2017	/S/ GERARD M. ANDERSON
		Gerard M. Anderson Chairman of the Board and Chief Executive Officer of DTE Energy Company

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.138

CERTIFICATION PURSUANT TO

18 U. S. C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of DTE Energy Company (the “Company”) for the quarter ended September 30, 2017 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Peter B. Oleksiak, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:


(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:	October 25, 2017	/S/ PETER B. OLEKSIAK
		Peter B. Oleksiak Senior Vice President and Chief Financial Officer of DTE Energy Company

Exhibit 32.139

CERTIFICATION PURSUANT TO

18 U. S. C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of DTE Electric Company (the “Company”) for the quarter ended September 30, 2017 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gerard M. Anderson, certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:


(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:	October 25, 2017	/S/ GERARD M. ANDERSON
		Gerard M. Anderson Chairman of the Board and Chief Executive Officer of DTE Electric Company

Exhibit 32.140

CERTIFICATION PURSUANT TO

18 U. S. C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of DTE Electric Company (the “Company”) for the quarter ended September 30, 2017 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Peter B. Oleksiak, certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:


(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:	October 25, 2017	/S/ PETER B. OLEKSIAK
		Peter B. Oleksiak Senior Vice President and Chief Financial Officer of DTE Electric Company